Obligation Gildemeister Auto S.A. 8.25% ( USP06006AA10 ) en USD

Société émettrice Gildemeister Auto S.A.
Prix sur le marché 100 %  ▲ 
Pays  Chili
Code ISIN  USP06006AA10 ( en USD )
Coupon 8.25% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus
Echéance 23/05/2021 - Obligation échue



Prospectus brochure de l'obligation Automotores Gildemeister S.A USP06006AA10 en USD 8.25%, échue


Montant Minimal 100 000 USD
Montant de l'émission 24 194 000 USD
Cusip P06006AA1
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Automotores Gildemeister S.A. est une entreprise chilienne opérant dans le secteur automobile, principalement impliquée dans la distribution, la vente et le service après-vente de véhicules des marques Volkswagen, Audi, Skoda, Porsche et MAN, ainsi que dans la gestion de flottes automobiles.

L'Obligation émise par Gildemeister Auto S.A. ( Chili ) , en USD, avec le code ISIN USP06006AA10, paye un coupon de 8.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/05/2021








Luxembourg Listing Prospectus


Automotores Gildemeister S.A.
$100,000,000
8.250% Senior Notes due 2021
Issue Price: 102.267%, plus accrued interest from November 24, 2011
Interest payable May 24 and November 24 of each year, commencing May 24, 2012
We are offering $100,000,000 principal amount of 8.250% Senior Notes due 2021 (the "New Notes").
The New Notes constitute a further issuance of and form a single series with our outstanding 8.250% Senior Notes due 2021 issued
on May 24, 2011 in the principal amount of $300,000,000 (the "Existing Notes"). The New Notes sold pursuant to Rule 144A
under the Securities Act of 1933 as amended (the "Securities Act") trade under the same CUSIP, Common Code and ISIN numbers
and have identical terms as the Existing Notes held in the Rule 144A global note from the closing date other than their date of issue
and their initial price to the public. The New Notes sold pursuant to Regulation S under the Securities Act have identical terms as
the Existing Notes held in the Regulation S global note other than their date of issue and their initial price to the public. Through the
40th day following delivery of the New Notes, New Notes sold pursuant to Regulation S under the Securities Act will have
temporary CUSIP and ISIN numbers. Thereafter such New Notes will trade under the same CUSIP, Common Code and ISIN
numbers as the Existing Notes held in the Regulation S global note. Unless the context otherwise requires, references to "Notes" in
this Luxembourg listing prospectus refer to the Existing Notes and the New Notes offered hereby as single series. Upon completion
of this offering the aggregate principal amount of outstanding Notes will be $400,000,000.
The New Notes will mature on May 24, 2021. Interest will accrue on the New Notes from November 24, 2011, and the first interest
payment date will be May 24, 2012 (the next interest payment date for the Existing Notes).
We may redeem some or all of the Notes at any time, in whole or in part, at a price equal to 100% of the principal amount of the
Notes plus accrued and unpaid interest and additional amounts, if any; to the redemption date, plus a "make-whole" premium. We
may redeem all or part of the Notes on or after May 24, 2016 at the redemption prices set forth herein plus accrued and unpaid
interest and additional amounts, if any, to the redemption date. At any time prior to May 24, 2014, we may also redeem up to 35% of
the aggregate initial principal amount of the Notes using the proceeds of certain equity offerings at the redemption price of 108.250%
of the principal amount plus accrued and unpaid interest and additional amounts, if any. We may also redeem the Notes, at any time,
upon the occurrence of specified events relating to Chilean tax law, as set forth in this Luxembourg listing prospectus. See
"Description of the Notes--Optional Redemption upon a Tax Event." Payments in respect of the Notes may be subject to withholding
or deduction for or on account of, taxes imposed by Chile or any jurisdiction through which payment is made. Subject to certain
exceptions, we will pay such additional amounts as will result in the receipt by holders of such amounts as would have been received
had no such withholding or deduction been required. See "Description of the Notes--Additional Amounts." We must offer to
purchase Notes if we experience specific kinds of changes of control or sell assets under certain circumstances.
The Notes will rank equally with all of our existing and future unsecured and unsubordinated debt, rank senior to all our existing and
future subordinated debt and junior to all of our existing and future secured debt to the extent of the value of the assets securing such
debt. The Notes will be guaranteed by Marc Leasing S.A. as of the issue date and by all of the subsidiaries we acquire or create in
the future (other than any Peruvian subsidiaries or any companies formed to hold our interests in our Peruvian subsidiaries). The
Notes will be structurally subordinated in right of payment to all existing and future obligations of our subsidiaries that do not
guarantee the Notes.
Application has been made to list the New Notes on the Luxembourg Stock Exchange and trade the New Notes on the Euro MTF
market. This Luxembourg listing prospectus constitutes a prospectus of the Luxembourg Law, dated July 10, 2005 on Prospectuses
for Securities.
See "Risk Factors" beginning on page 22 for a discussion of certain risks that you should consider in connection with an
investment in the New Notes.
Neither the New Notes nor the guarantee have been nor will be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any other place. We are offering the New Notes only to qualified institutional buyers
under Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the
Securities Act. For further details about eligible offerees and resale restrictions, see "Notice to Investors." ANY OFFER OR SALE
OF THE NEW NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED
DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS
DEFINED IN THE PROSPECTUS DIRECTIVE).
The New Notes were delivered to investors in book-entry form through The Depository Trust Company ("DTC"), and through
Clearstream Banking, société anonyme ("Clearstream") and Euroclear Company S.A./N.V. ("Euroclear"), as DTC participants, on
January 17, 2012.
Sole Book-Running Manager
J.P. Morgan
January 20, 2012







Neither we nor the initial purchaser have authorized anyone to provide you with any information other than that
contained in this Luxembourg listing prospectus. We take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. We and the initial purchaser are offering to sell the New
Notes only in places where offers and sales are permitted. You should not assume that the information contained in this
Luxembourg listing prospectus is accurate as of any date other than the date on the front cover of this Luxembourg
listing prospectus.
_______________
TABLE OF CONTENTS

Page
Page
Presentation of Financial Information ................................. 1
Regulations ..................................................................... 103
Forward-Looking Statements .............................................. 4
Management ................................................................... 105
Available Information ......................................................... 6
Principal Shareholders .................................................... 109
Service of Process and Enforcement of Civil Liabilities..... 7
Related Party Transactions ............................................. 110
Summary ............................................................................. 8
Description of the Notes ................................................. 115
Risk Factors ...................................................................... 22
Taxation ......................................................................... 166
Use of Proceeds ................................................................ 42
Plan of Distribution ........................................................ 171
Capitalization .................................................................... 43
Notice to Investors ......................................................... 174
Exchange Rates ................................................................. 44
General Information ....................................................... 177
Exchange Controls in Chile .............................................. 45
Legal Matters ................................................................. 179
Selected Consolidated Financial and Operating
Independent Accountants ............................................... 179
Information .................................................................... 47
Index to Financial Statements ......................................... F-1
Management's Discussion and Analysis of Results of
Appendix A ­ Significant Differences between Chilean
Operations and Financial Condition .............................. 51
GAAP and IFRS ......................................................... A-1
Business ............................................................................ 77
_______________
You should read this Luxembourg listing prospectus before making a decision whether to purchase
any New Notes. You must not:

· use this Luxembourg listing prospectus, or the information it contains, for any other
purpose; or

· disclose any information in this Luxembourg listing prospectus to any other person.

We have prepared this Luxembourg listing prospectus and we are solely responsible for its
contents. You are responsible for making your own examination of us and your own assessment of
the merits and risks of investing in the New Notes. You may contact us if you need any additional
information. By purchasing any New Notes, you will be deemed to have acknowledged that:

· you have reviewed this Luxembourg listing prospectus;
· you have had an opportunity to request any additional information that you need from us;
and
· the initial purchaser is not responsible for, and is not making any representation to you
concerning, our future performance or the accuracy or completeness of this Luxembourg
listing prospectus.

ii






We are not providing you with any legal, business, tax or other advice in this Luxembourg listing
prospectus. You should consult with your own advisors as needed to assist you in making your
investment decision and to advise you whether you are legally permitted to purchase New Notes in
this offering.

You must comply with all laws that apply to you in any place in which you buy, offer or sell any
New Notes or possess this Luxembourg listing prospectus. You must also obtain any consents or
approvals that you need in order to purchase any New Notes. We and the initial purchaser are not
responsible for your compliance with these legal requirements.

We are offering the New Notes offered hereby in reliance on exemptions from the registration
requirements of the Securities Act of 1933, as amended, or the Securities Act, and applicable state
securities laws. These exemptions apply to offers and sales of securities that do not involve a public
offering. The New Notes have not been recommended by any federal, state or foreign securities
authorities and no such authority has determined that this Luxembourg listing prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

The New Notes are subject to restrictions on resale and transfer as described under "Notice to
Investors." By purchasing any New Notes, you will be deemed to have represented, acknowledged
and agreed to all the provisions contained in that section of this Luxembourg listing prospectus.
You may be required to bear the financial risks of investing in the New Notes for an indefinite
period of time.

Unless otherwise indicated or the context otherwise requires, all references in this Luxembourg
listing prospectus to "Gildemeister", "Company", "we", "our", "ours", "us" or similar terms refer to
Automotores Gildemeister S.A. together with its subsidiaries.

This Luxembourg listing prospectus has been prepared by Gildemeister solely for use in
connection with the proposed offering of the securities described herein. This Luxembourg listing
prospectus does not constitute an offer to any other person or to the public generally to subscribe for or
otherwise acquire securities. We and the initial purchaser reserve the right to reject for any reason any
offer to purchase any of the New Notes.
This Luxembourg listing prospectus may only be used for the purposes of this offering.
The initial purchaser makes no representation or warranty, express or implied, as to the accuracy
or completeness of the information contained in this Luxembourg listing prospectus. Nothing contained
in this Luxembourg listing prospectus is, or shall be relied upon as, a promise or representation by the
initial purchaser as to the past or future. Gildemeister has furnished the information contained in this
Luxembourg listing prospectus. The initial purchaser has not independently verified any of the
information contained herein (financial, legal or otherwise) and assume no responsibility for the accuracy
or completeness of any such information.
Neither the United States Securities and Exchange Commission ("SEC"), any state securities
commission nor any other U.S. regulatory authority has approved or disapproved the securities nor have
any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Luxembourg listing prospectus. Any representation to the contrary is a criminal offense.
iii






In making an investment decision, prospective investors must rely on their own examination of
Gildemeister and the terms of the offering, including the merits and risks involved. Prospective investors
should not construe anything in this Luxembourg listing prospectus as legal, business or tax advice. Each
prospective investor should consult its own advisors as needed to make its investment decision and to
determine whether it is legally permitted to purchase the securities under applicable legal investment or
similar laws or regulations. Investors should be aware that they may be required to bear the financial
risks of this investment for an indefinite period of time.
This Luxembourg listing prospectus contains summaries believed to be accurate with respect to
certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such reference. Copies of documents referred to herein will
be made available to prospective investors upon request to Gildemeister or the initial purchaser, and at the
office of the Luxembourg paying agent.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in
connection with the possession or distribution of this Luxembourg listing prospectus and the purchase,
offer or sale of the New Notes and (2) obtain any consent, approval or permission required to be obtained
by you for the purchase, offer or sale by you of the New Notes under the laws and regulations applicable
to you in force in any jurisdiction to which you are subject or in which you make such purchases, offers
or sales; neither we nor the initial purchaser shall have any responsibility therefor. See "Notice to
Investors" for information concerning some of the transfer restrictions applicable to the New Notes.
You acknowledge that:
· you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in this Luxembourg listing prospectus;
· you have not relied on the initial purchaser or any person affiliated with the initial purchaser in
connection with your investigation of the accuracy of such information or your investment decision;
and
· no person has been authorized to give any information or to make any representation concerning us or
the New Notes, other than as contained in this Luxembourg listing prospectus and, if given or made,
any such other information or representation should not be relied upon as having been authorized by
us or the initial purchaser.
See "Risk Factors" on page 22 for a description of certain factors relating to an investment
in the New Notes.

U.S. Circular 230 Notice
All discussions of U.S. federal tax considerations in this document have been written to support
the marketing of the New Notes. Such discussions were not intended or written to be used, and cannot be
used by any taxpayer, for the purpose of avoiding U.S. federal tax penalties. Investors should consult
their own tax advisors in determining the tax consequences to them of holding the New Notes, including
the application to their particular situation of the U.S. federal tax considerations discussed below, as well
as the application of state, local, foreign, or other tax laws.
iv







NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES ANNOTATED, OR THE RSA, WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING
BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

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PRESENTATION OF FINANCIAL INFORMATION
General
We are a Chilean sociedad anónima and maintain our financial books and records in Chilean
pesos ("Ch$") and prepare our financial statements in accordance with generally accepted accounting
principles in Chile ("Chilean GAAP"). The generally accepted accounting principles in Chile differ in
certain significant respects from International Financial Reporting Standards ("IFRS"). We have made no
attempt to quantify these differences. See Appendix A for a description of the main differences between
Chilean GAAP and International Financial Reporting Standards ("IFRS"). Investors should consult their
professional advisors for a more detailed understanding of the differences between Chilean GAAP and
IFRS. All of our Audited Consolidated Annual Financial Statements (as defined herein) have been
translated into English.
This Luxembourg listing prospectus includes (i) our audited consolidated financial statements as
of December 31, 2009 and 2010 and for the years ending December 31, 2008, 2009 and 2010, which we
refer to as the "Audited Consolidated Annual Financial Statements" and (ii) our unaudited interim
consolidated financial statements as of September 30, 2011 and for the nine months ended September 30,
2010 and 2011, which we refer to as the "Unaudited Interim Consolidated Financial Statements" and
together with the Audited Consolidated Annual Financial Statements, our "Consolidated Financial
Statements."
Restatement of Prior Years
For comparative purposes, the financial information in and derived from the Audited
Consolidated Annual Financial Statements for the years ending December 31, 2008 and 2009 and at
December 31, 2009 has been restated in terms of Chilean pesos as of December 31, 2010. The financial
information in and derived from the Unaudited Consolidated Financial Statements as of and for the nine
months ending September 30, 2010 has been restated in Chilean pesos as of September 30, 2011.
Financial Information from Peruvian Operations
Financial information for Peru has been derived from the audited consolidated annual financial
statements of Automotores Gildemeister Peru S.A. (the "Peruvian Audited Consolidated Annual Financial
Statements") and the unaudited consolidated interim financial statements of Automotores Gildemeister
Peru S.A. (the "Peruvian Unaudited Consolidated Interim Financial Statements" and together with the
Peruvian Audited Consolidated Annual Financial Statements, the "Peruvian Consolidated Financial
Statements"), which were initially prepared in accordance with Chilean GAAP and stated in U.S. dollars.
The Peruvian Consolidated Financial Statements were then translated, in accordance with Chilean GAAP
to Chilean pesos as set forth in Technical Bulletin 64 of the Chilean Institute of Accountants. Technical
Bulletin 64 classifies Peru as an "unstable" country according to its guidelines and consequently requires
(i) monetary assets and liabilities to be converted into U.S. dollars at the end of period exchange rate, (ii)
non-monetary assets and liabilities to be converted to U.S. dollars at their historical equivalents in U.S.
dollars and (iii) cash flows to be converted to U.S. dollars at the average exchange rate of the month in
which they are recognized. These figures are then translated into Chilean pesos at the end-of-period
exchange rate.
EBITDA
We define EBITDA as Net income plus Minority interest, Income tax, Price level restatement,
Depreciation and amortization, and Financial expenses. EBITDA is not a recognized term under Chilean
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GAAP or IFRS and does not purport to be an alternative to net earnings as a measure of operating
performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA is
not intended to be a measure of free cash flow available for management's discretionary use, as it does
not consider certain cash requirements such as interest payments, tax payments and debt service
requirements. Our presentation of EBITDA has limitations as an analytical tool, and you should not
consider it in isolation or as a substitute for analysis of our results as reported under Chilean GAAP or
IFRS. Management uses EBITDA to measure and evaluate the operating performance of our core
business operations. EBITDA is not calculated under Chilean GAAP or IFRS and should not be
considered in isolation or as a substitute for net income, cash flows or other financial data prepared in
accordance with Chilean GAAP or IFRS or as a measure of our overall profitability or liquidity.
For a reconciliation of EBITDA to net income, see "Summary Consolidated Financial
Information."
Effect of Rounding
Certain figures included in this Luxembourg listing prospectus have been rounded for ease of
presentation. Percentage figures included in this Luxembourg listing prospectus have not in all cases been
calculated on the basis of such rounded figures but on the basis of such amounts prior to rounding. For
this reason, certain percentage amounts in this Luxembourg listing prospectus may vary from those
obtained by performing the same calculations using the figures in the Audited Consolidated Annual
Financial Statements. Certain other amounts that appear in this Luxembourg listing prospectus may not
sum due to rounding.
Economic and Market Data
In this Luxembourg listing prospectus, unless otherwise indicated, all macroeconomic data
related to the Chilean economy is based on information published by the Banco Central de Chile (the
Central Bank of Chile, or the "Chilean Central Bank"), and all economic data related to the Peruvian
economy is based on information published by the Banco Central de Reserva Perú (the Central Reserve
Bank of Peru, or the "Peruvian Central Bank"). Information on market share is based on information
published by the Asociación Nacional Automotriz de Chile (the National Automotive Association of
Chile, or ANAC) and the Asociación de Representantes Automotrices del Peru (Association of Peruvian
Automotive Representatives, or ARAPER).
Facts, forecasts and statistics in this document relating to Chile and Peru and Chile's and Peru's
economies are derived from various official and other publicly available sources that we generally believe
to be reliable. However, we cannot guarantee the quality and reliability of such official and other sources
of materials. In addition, these facts, forecasts and statistics have not been independently verified by us
and, therefore, we make no representation as to the accuracy of such facts, forecasts and statistics, which
may not be consistent with other information compiled within or outside of Chile or Peru and may not be
complete or up to date. We have taken reasonable care in reproducing or extracting the information from
such sources. However, because of possibly flawed or ineffective methodologies underlying the
published information or discrepancies between the published information and market practice and other
problems, these facts, forecasts or statistics may be inaccurate and may not be comparable from period to
period or to facts, forecasts or statistics produced for other economies, and you should not unduly rely
upon them.
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Currency
In this Luxembourg listing prospectus, references to "$", "US$", "U.S. dollars" and "dollars" are
to United States dollars and references to "pesos" or "Ch$" are to Chilean pesos, the legal currency of
Chile. References to "UF" are references to unidades de fomento, an inflation-linked unit of account in
Chile. References to "nuevo soles" or "P$" are to Peruvian nuevo soles, the legal currency of Peru.
Percentages and certain dollar, Chilean peso, UF and Peruvian nuevo sol amounts contained herein have
been rounded for ease of presentation. Unless otherwise indicated, the exchange rate used to translate
peso amounts as of or for the year ended December 31, 2010 appearing in this Luxembourg listing
prospectus into dollars is the exchange rate published by the Chilean Central Bank for December 30,
2010, reported on January 3, 2011, which was Ch$468.01 per US$1.00 and the exchange rate used to
translate UF amounts appearing in this Luxembourg listing prospectus into Chilean pesos is the exchange
rate published by the Chilean Central Bank for December 30, 2010, reported on January 3, 2011, which
was Ch$21,455.55 per UF1.00. Unless otherwise indicated, the exchange rate used to translate Chilean
peso amounts as of or for the nine months ended September 30, 2011 appearing in this Luxembourg
listing prospectus into dollars is the exchange rate published by the Chilean Central Bank for September
30, 2011, reported on October 1, 2011, which was Ch$521.76 per US$1.00 and the exchange rate used to
translate UF amounts appearing in this Luxembourg listing prospectus into Chilean pesos is the exchange
rate published by the Chilean Central Bank for September 30, 2011, reported on October 3, 2011, which
was Ch$22,012.69 per UF1.00. These translations should not be construed as representations that the
peso amounts actually represent such dollar or UF amounts or could be converted into dollars of UFs at
the rates indicated or at any other rate. See "Exchange Rates."
All Chilean peso amounts stated in this Luxembourg listing prospectus for periods ending
December 31, 2008, 2009 and 2010, unless otherwise indicated, are stated in constant Chilean pesos as of
December 31, 2010, and all Chilean peso amounts stated in this Luxembourg listing prospectus for
periods ending September 30, 2010 and 2011, unless otherwise indicated, are stated in constant Chilean
pesos as of September 30, 2011. The rates of inflation used to calculate constant Chilean pesos for each
period are calculated from December 1 in the immediately preceding year to November 30 in the stated
year, based on statistics from the Chilean National Statistics Agency (Instituto Nacional de Estadisticas).
These rates were 2.5% for 2010, (2.3%) for 2009, 8.9% for 2008 and 3.2% for the twelve months ended
September 30, 2011.
The translation of amounts expressed in constant or nominal pesos as of a certain date to the then
prevailing exchange rate may result in presentation of dollar amounts different from the dollar amounts
that would have been obtained by translating constant or nominal pesos as of a different date to the
exchange rate prevailing on such different date.
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FORWARD-LOOKING STATEMENTS
This Luxembourg listing prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Examples of these forward-looking statements include statements regarding the
intent, belief or current expectations of Gildemeister, its officers or its management with respect to:
· expectations of revenues, net income (loss), capital expenditures, dividends, capital structure,
liquidity, asset portfolios or other financial items or ratios;
· statements of our plans, objectives or goals, including those relating to anticipated trends,
competition, regulation and rates;
· statements about our exposure to market risks;
· statements about our future economic performance or that of Chile, Peru or other countries in which
we have investments; and
· statements of assumptions underlying these statements.
Words such as "believe", "could", "may", "will", "anticipate", "plan", "expect", "intend",
"target", "estimate", "project", "potential", "predict", "forecast", "guideline", "should" and similar
expressions are intended to identify forward-looking statements, but are not the exclusive means of
identifying these statements.
Forward-looking statements involve inherent risks and uncertainties. We caution you that a
number of important factors could cause actual results to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in these forward-looking statements. Factors that could
cause actual results to differ materially and adversely, some of which are discussed under "Risk Factors",
include, but are not limited to:
· changes in general economic, business or political or other conditions in Chile or Peru or changes in
general economic or business conditions in Latin America or globally;
· changes in capital markets in general that may affect policies or attitudes towards lending to Chile or
Peru or Chilean companies or securities issued by Chilean companies;
· inflation or deflation;
· unemployment;
· unanticipated increases in financing and other costs or the inability to obtain additional debt financing
on attractive terms;
· volatility in currency exchange rates;
· movements in other rates or prices;
· changes in Chilean, Peruvian and foreign laws and regulations;
· changes in taxes;
4






· competition, changes in competition and pricing environments;
· our inability to hedge certain risks economically;
· technological changes;
· changes in consumer spending and saving habits;
· successful implementation of new technologies;
· earthquakes, tsunamis and other natural disasters; and
· loss of market share.
You are cautioned not to place undue reliance on these forward-looking statements. The forward-
looking statements contained in this document speak only as of the date of this Luxembourg listing
prospectus, and we do not undertake to update any forward-looking statement to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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