Obligation Lindley Corp. S.A. 6.75% ( USP31442AA77 ) en USD

Lindley Corp. S.A.

100 % ▼

Perou

USP31442AA77 ( en USD )

6.75% par an ( paiement semestriel )

22/11/2021 - Obligation échue

Prospectus brochure de l'obligation Corporación Lindley S.A USP31442AA77 en USD 6.75%, échue

2 000 USD

320 000 000 USD

P31442AA7

BBB+ ( Qualité moyenne inférieure )

N/A

Corporación Lindley S.A. est une entreprise péruvienne leader dans la production et la distribution de boissons non alcoolisées, notamment les marques Inca Kola, Pepsi, et plusieurs autres.

L'Obligation émise par Lindley Corp. S.A. ( Perou ) , en USD, avec le code ISIN USP31442AA77, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/11/2021
L'Obligation émise par Lindley Corp. S.A. ( Perou ) , en USD, avec le code ISIN USP31442AA77, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM

CORPORACIÓN LINDLEY S.A.
US$320,000,000 6.750% Notes Due 2021
The US$320,000,000 6.750% notes due 2021 (the "Notes") are being offered by Corporación Lindley S.A. (the "Issuer," the "Company" or "Lindley").
The Notes will mature on November 23, 2021. The Notes will bear interest at a rate of 6.750% per year and will be payable on May 23 and November
23 of each year, or if such date is not a Business Day (as defined herein) on the next succeeding Business Day (without any additional interest being
payable as a result of such delay) (each, a "Payment Date"). The first Payment Date will be May 23, 2012.
The principal on the Notes outstanding on May 23, 2020, will be repaid by semi-annual payments made during the two years prior to the final maturity
of the Notes. The principal payments will be made in four equal installments on May 23, 2020, November 23, 2020, May 23, 2021, and November 23,
2021. The final maturity date of the Notes will be November 23, 2021.
The Notes will rank at all times equally with all of our existing and future senior unsecured indebtedness (other than obligations preferred by statute or
by operation of law).
Lindley may redeem the Notes, in whole or in part, at any time by paying the greater of (1) 100% of the principal amount of the Notes to be redeemed
and (2) a "make-whole" amount, plus in each case accrued and unpaid interest to the redemption date, as described under "Description of the Notes -
Optional Redemption." Unless previously redeemed or purchased and cancelled as provided below, we will redeem the Notes at their principal amount
on November 23, 2021.
The Notes will not be guaranteed by The Coca-Cola Company.
For a more detailed description of the Notes, see "Description of Notes" beginning on page 95.
Investment in the Notes involves risks. See "Risk Factors" beginning on page 12 of this offering memorandum (the "Offering Memorandum").
________________
Issue Price: 100.00% of face amount plus accrued interest, if any, from November 23, 2011.
________________
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND MAY ONLY BE OFFERED OR SOLD WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL
BUYERS IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
PROVIDED BY RULE 144A OR OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON THE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S. PROSPECTIVE
PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S. FOR CERTAIN
RESTRICTIONS ON RESALES, SEE "TRANSFER RESTRICTIONS."
ANY OFFER OR SALE OF NOTES IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA") THAT HAS
IMPLEMENTED DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") MUST BE ADDRESSED TO QUALIFIED INVESTORS (AS
DEFINED IN THE PROSPECTUS DIRECTIVE).
The Notes are registered with the Foreign Investment and Derivatives Instruments Registry (Registro de Instrumentos de Inversión y de Operaciones de
Cobertura de Riesgo Extranjeros) of the Peruvian Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones ("SBS")
for Peruvian private pension fund investment eligibility, as required by Peruvian legislation. The Notes (or beneficial interests therein) may not be
offered or sold in Republic of Peru ("Peru") or any other jurisdiction except in compliance with the securities law thereof.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the Official List and trading on the Euro MTF market.
There can be no assurance that such application will be granted as of the settlement date for the Notes or at any time thereafter, and settlement of the
Notes is not conditioned on obtaining this listing. This Offering Memorandum can only be used for the purposes for which it was published. This
Offering Memorandum constitutes a prospectus for the purposes of the Luxembourg Law on prospectuses for securities, dated July 10, 2005.
The initial purchasers expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository Trust Company
("DTC"), Euroclear Bank, S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme Luxembourg ("Clearstream") on or about November 23,
2011.
Joint Lead Managers
Citi
J.P. Morgan

The date of this Offering Memorandum is November 18, 2011.

TABLE OF CONTENTS

NOTICE TO INVESTORS.........................................................................................................................................v
AVAILABLE INFORMATION................................................................................................................................vi
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES ...................................................vii
FORWARD-LOOKING STATEMENTS ................................................................................................................ix
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ..................................................................x
SUMMARY..................................................................................................................................................................1
RISK FACTORS .......................................................................................................................................................12
USE OF PROCEEDS ................................................................................................................................................24
CAPITALIZATION..................................................................................................................................................25
EXCHANGE RATE ..................................................................................................................................................26
SELECTED CONSOLIDATED FINANCIAL INFORMATION AND OTHER INFORMATION AND
OPERATING DATA..........................................................................................................................................27
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................................................................................................31
DESCRIPTION OF THE COMPANY....................................................................................................................65
SHAREHOLDERS....................................................................................................................................................87
RELATED PARTY TRANSACTIONS...................................................................................................................89
DIRECTORS AND SENIOR MANAGEMENT.....................................................................................................90
DESCRIPTION OF NOTES ....................................................................................................................................95
BOOK-ENTRY, DELIVERY AND FORM ..........................................................................................................134
TAXATION..............................................................................................................................................................138
PLAN OF DISTRIBUTION ...................................................................................................................................142
TRANSFER RESTRICTIONS...............................................................................................................................148
ERISA CONSIDERATIONS..................................................................................................................................150
LEGAL MATTERS ................................................................................................................................................151
INDEPENDENT AUDITORS ................................................................................................................................152
DESCRIPTION OF CERTAIN DIFFERENCES BETWEEN PERUVIAN GAAP AND IFRS, AND
PERUVIAN GAAP AND US GAAP...............................................................................................................153
GENERAL INFORMATION.................................................................................................................................161
INDEX TO FINANCIAL SECTION ..................................................................................................................... F-1
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__________________________
In this Offering Memorandum, "Lindley," the "Company," the "Issuer," "we," "us," "our" and "our
company" refer to Corporación Lindley S.A., and its wholly-owned consolidated subsidiary Embotelladora La Selva
S.A. ("La Selva"), each, a sociedad anonima (corporation) incorporated in Peru, unless the context otherwise
requires or unless specified otherwise. "The Coca-Cola Company" refers to The Coca-Cola Company and its
subsidiaries unless the context otherwise requires or unless specified otherwise. As used in this Offering
Memorandum, "Business Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which
banking institutions are authorized or obligated by law to close in New York City or Lima.
You should only rely on the information contained in this Offering Memorandum. We have not and the
initial purchasers have not, authorized anyone to provide you with different information. Neither we nor the initial
purchasers are making an offer of the Notes in any jurisdiction where the offer is not permitted.
We, having made all reasonable inquiries, confirm that as of the date on the front cover of this Offering
Memorandum the information contained in this Offering Memorandum with regards to our company is true and
accurate in all material respects, that the opinions and intentions we express in this Offering Memorandum are
honestly held, and that there are no other facts the omission of which would make this Offering Memorandum as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material
respect. We accept responsibility accordingly.
As required under the Peruvian Securities Market Law, Lindley will notify the Peruvian Capital Markets
Superintendency (Superintendencia del Mercado de Valores) ("SMV") of the offering of the Notes. Such notice
will be delivered to the SMV to comply with a legal requirement and for information purposes only; therefore, the
delivery to and the receipt by the SMV of such notice does not and will not imply any certification as to the
investment quality of the Notes, the solvency of Lindley or the accuracy or completeness of the information
included in this Offering Memorandum.
__________________________
This Offering Memorandum does not constitute an offer to sell, or a solicitation of an offer to buy,
any Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an
offer or solicitation. Neither the delivery of this Offering Memorandum nor any sale made hereunder shall
under any circumstances imply that there has been no change in our affairs or the affairs of our subsidiary or
that the information set forth in this Offering Memorandum is correct as of any date subsequent to the date
of this Offering Memorandum.
__________________________
This Offering Memorandum has been prepared by us solely for use in connection with the proposed
offering of the Notes. We reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to
sell less than all of the Notes offered by this Offering Memorandum. Citigroup Global Markets Inc. and J.P.
Morgan Securities LLC will act as initial purchasers with respect to the offering of the Notes. This Offering
Memorandum is personal to you and does not constitute an offer to any other person or to the public in general to
subscribe for or otherwise acquire the Notes.
Distribution of this Offering Memorandum by you to any person other than those persons retained to advise
you is unauthorized, and any disclosure of any of the contents of this Offering Memorandum without our prior
written consent is prohibited. By accepting delivery of this Offering Memorandum you agree to the foregoing and
to make no photocopies of this Offering Memorandum.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this Offering Memorandum and the purchase, offer or sale of the Notes, and
(2) obtain any required consent, approval or permission for the purchase, offer or sale by you of the Notes under the
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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, and neither we nor the initial purchasers or their agents have any responsibility
therefor. See "Transfer Restrictions" for information concerning some of the transfer restrictions applicable to the
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 Offering Memorandum;
- you have not relied on the initial purchasers or their agents or any person affiliated with the initial
purchasers or their agents 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 Notes other than those as set forth in this Offering Memorandum. If given or made, any
such other information or representation should not be relied upon as having been authorized by
us, the initial purchasers or their agents.
In making an investment decision, you must rely on your own examination of our business and the
terms of this offering, including the merits and risks involved. The Notes have not been recommended by the
U.S. Securities and Exchange Commission ("SEC"), the SMV or any state or foreign securities commission or
regulatory authority. Furthermore, these authorities have not confirmed the accuracy or determined the
adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offense.
The Notes may not be transferred or resold except as permitted under the Securities Act of 1933, as
amended, which we refer to in this Offering Memorandum as the "Securities Act," and related regulations
and applicable state securities laws. In making your purchase, you will be deemed to have made certain
acknowledgements, representations and agreements set forth in this Offering Memorandum under the
caption "Notice to Investors." You should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time.
This Offering Memorandum may only be used for the purpose for which it has been published.
Neither the initial purchasers nor any of their agents is making any representation or warranty as to the
accuracy or completeness of the information contained in this Offering Memorandum, and nothing contained
in this Offering Memorandum is, or shall be relied upon as, a promise or representation, whether as to the
past or the future. Neither the initial purchasers nor any of their agents has independently verified any of
such information and assumes no responsibility for the accuracy or completeness of the information
contained in this Offering Memorandum.
__________________________
See "Risk Factors," following the "Summary," for a description of certain factors relating to an investment
in the Notes, including information about our business. None of us, the initial purchasers or any of our or its
representatives is making any representation to you regarding the legality of an investment by you under applicable
legal investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and
related aspects of a purchase of the Notes.
__________________________
Notwithstanding anything in this Offering Memorandum to the contrary, each prospective investor (and
each employee, representative or other agent of the prospective investor) may disclose to any and all persons,
without limitation of any kind, the US tax treatment and US tax structure of any offering and all materials of any
kind (including opinions or other tax analyses) that are provided to the prospective investor relating to such US tax
iii

treatment and US tax structure, other than any information for which nondisclosure is reasonably necessary in order
to comply with applicable securities laws.
To ensure compliance with Treasury Department Circular 230, holders of the Notes are hereby notified
that: (a) any discussion of federal tax issues in this document is not intended or written to be relied upon, and cannot
be relied upon, by holders of the Notes for the purpose of avoiding penalties that may be imposed on holders of the
Notes under the Internal Revenue Code; (b) such discussion is included herein by Lindley in connection with the
promotion or marketing (within the meaning of Circular 230) by the company of the transactions addressed herein;
and (c) holders of the Notes should seek advice based on their particular circumstances from an independent tax
advisor.
__________________________
iv

NOTICE TO INVESTORS
The distribution of this Offering Memorandum and the offering of the Notes (and beneficial interests
therein) in certain jurisdictions may be restricted by law. Persons who come into possession of this Offering
Memorandum are required by the Issuer, the Trustee and the initial purchasers to inform themselves about and to
observe any such restrictions. This Offering Memorandum does not constitute an offer to sell or the solicitation of
an offer to buy the Notes (or beneficial interests therein) in any jurisdiction in which such offer or solicitation is
unlawful. In particular, there are restrictions on the distribution of this Offering Memorandum and the offer and sale
of the Notes (or beneficial interests therein) in Peru, the European Economic Area, the United Kingdom and the
United States. See "Transfer Restrictions."
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
WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A NOTE IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A NOTE OR A TRANSACTION MEANS THAT THE SECRETARY OF
STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, NOTE, 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.
NOTICE TO RESIDENTS OF PERU
The Notes are registered with the Foreign Investment and Derivatives Instruments Registry (Registro de
Instrumentos de Inversión y de Operaciones de Cobertura de Riesgo Extranjeros) of the SBS for Peruvian private
pension fund investment eligibility, as required by Peruvian legislation.
No offer of or invitation to subscribe for or buy or sell the Notes or beneficial interests therein may be made in
Peru except in compliance with the laws of Peru.

v

AVAILABLE INFORMATION
To permit compliance with Rule 144A under the Securities Act in connection with resales of Notes, we will
be required under the Indenture under which the Notes are issued (the "Indenture"), upon the request of a holder, for
so long as the Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under
the Securities Act, to furnish to the holder or beneficial owner of such restricted securities and any prospective
purchaser of such restricted securities designated by such holder or beneficial owner the information required to be
delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request we are neither a reporting
company under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act ("Rule 12g3-
2(b)"). As long as we maintain this exemption, we will not be required under the Indenture to deliver information
otherwise required to be delivered under Rule 144A(d)(4) under the Securities Act.
We are a sociedad anonima (corporation) organized under the laws of Peru. Our investment shares and our
corporate bonds issued under our US$150 million bond program are registered with the Public Registry of Securities
(Registro Publico del Mercado de Valores) of the SMV and are listed on the Lima Stock Exchange (Bolsa de
Valores de Lima). See "Shareholders." Accordingly, for as long as the foregoing securities are registered and listed
therein, we are required to furnish certain information including quarterly and annual reports, and notices of material
events (hechos de importancia) to the SMV and the Lima Stock Exchange. All such reports and notices are
published in Spanish and are available at www.smv.gob.pe and www.bvl.com.pe. These reports and notices are not
incorporated by reference in, and do not constitute part of, this Offering Memorandum.
The Indenture further requires that we furnish to the Trustee (as defined herein) all notices of meetings of
the holders of Notes and other reports and communications that are generally made available to holders of the Notes.
At our request, the Trustee will be required under the Indenture to mail these notices, reports and communications
received by it from us to all record holders of the Notes promptly upon receipt. See "Description of Notes."
We will make available to the holders of the Notes, at the corporate trust office of the Trustee at no cost,
copies of the Indenture as well as of our Offering Memorandum, our Annual Audited Consolidated Financial
Statements (as defined herein) in English and our Interim Unaudited Financial Statements (as defined herein) in
English, prepared in accordance with accounting principles generally accepted in Peru ("Peruvian GAAP"). For so
long as the Notes are listed on the Official List of the Luxembourg Stock Exchange and to trading on the
Luxembourg Stock Exchange's Euro MTF market, you can also obtain a copy of the Indenture and our articles of
association at the office of the paying agent at 388 Greenwich Street, 14th Floor, New York, New York 10013,
USA. We will also make available at the office of the Trustee our unaudited quarterly Consolidated Financial
Statements in English prepared in accordance with Peruvian GAAP.
vi

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
Lindley is a corporation (sociedad anónima) with limited liability organized under the laws of Peru. All of
Lindley's directors and officers reside in Peru or elsewhere outside the United States, and substantially all or a
significant portion of Lindley's assets and the assets of its directors and officers are located outside the United
States. As a result, it may not be possible for investors in the Notes to: (a) effect service of process upon Lindley or
any such persons outside Peru, (b) enforce against any of them, in courts of jurisdictions other than Peru, judgments
obtained in such courts that are predicated upon the laws of such other jurisdictions, or (c) enforce against any of
them, in Peruvian courts, judgments obtained in jurisdictions other than Peru, including judgments obtained in
respect of the Notes or the Indenture in New York courts, unless such judgments fulfillment with the requirements
described below.
The choice of New York law as the law governing the Indenture and the Notes is a valid choice under
Peruvian law to govern such documents. Under the laws of Peru, the irrevocable submission of Lindley to the non-
exclusive jurisdiction of the federal and state courts in New York City (each a "New York Court"), the waiver by
Lindley of any right to jurisdiction to which it may be entitled on account of place of residence or domicile, the
waiver by Lindley of any objection to the venue of a proceeding in a New York Court, and the agreement of Lindley
that the agreements referred to above shall be governed by and construed in accordance with the laws of New York
are legal, valid and binding upon and enforceable against Lindley. Service of process effected in the manner set
forth in the Indenture will be effective, insofar as Peruvian law is concerned, to confer valid personal jurisdiction
over Lindley. Any judgment obtained in a New York Court arising out of or in relation to the obligations of Lindley
in connection with the agreements and obligations under the Indenture and the Notes or the transactions
contemplated thereby would be enforceable against Lindley in the courts of Peru as described hereunder.
Lindley has been advised by Rodrigo, Elías & Medrano Abogados, its Peruvian counsel, that final and
conclusive judgments for a fixed and definitive sum obtained against Lindley in any foreign court having
jurisdiction in respect of any suit, action or proceeding against Lindley for the enforcement of any obligation of
Lindley under the Indenture and the Notes that are governed by New York law will, upon request, be deemed valid
and enforceable in Peru, through an exequatur judiciary proceeding, which does not involve the reopening or
reexamining the case, reviewing the merits of the cause of action in respect to which such judgment was given or re-
litigating the merits adjudicated upon; provided that:
- the judgment does not resolve matters under the exclusive jurisdiction of Peruvian courts (and
matters contemplated in respect of this Offering Memorandum or the Notes are not matters under
the exclusive jurisdiction on Peruvian courts);
- such court had jurisdiction under its own conflicts of law rules and under general principles of
international procedural jurisdiction;
- Lindley was served in accordance with the laws of the place where the proceeding took place, was
granted a reasonable opportunity to appear before such foreign court and was guaranteed due
process rights;
- the judgment has the status of res judicata as defined in the jurisdiction of the court rendering such
judgment;
- there is no pending litigation in Peru between the same parties for the same dispute, which shall
have been initiated before the commencement of the proceeding that concluded with the foreign
judgment;
- the judgment is not incompatible with another judgment that fulfills the requirements of
recognition and enforceability established by Peruvian law unless such foreign judgment was
rendered first;
vii

- the judgment is not contrary to public policy or good morals;
- it is not proven that such foreign court denies enforcement of Peruvian judgments or engages in a
review of the merits thereof;
- such final judgment has been duly authenticated by a Peruvian consulate in the country in which it
was issued and is accompanied by a certified, sworn translation of such judgment in Spanish; and
- there is in effect a treaty between the country where said foreign courts sits and Peru regarding the
recognition and enforcement of foreign judgments. In the absence of such a treaty, the reciprocity
rule is applicable (such reciprocity rule being presumed), under which a judgment given by a
foreign court of competent jurisdiction will be admissible in the Peruvian courts and will be
enforced, unless according to such foreign law: (a) judgments issued by Peruvian courts are not
admissible in such foreign country or (b) judgments issued by Peruvian courts are subject to re-
examination by such court of competent jurisdiction of the issues considered therein.
We have no reason to believe that any such judgment would be under the exclusive jurisdiction of Peruvian
courts or that any of Lindley's obligations under the Indenture and the Notes, which are governed by the laws of the
State of New York, would be contrary to Peruvian public policy and international treaties binding upon Peru or
generally accepted principles of international law. No treaty exists between the United States and Peru for the
reciprocal enforcement of foreign judgments. Peruvian courts, however, have enforced judgments rendered in the
United States based on legal principles of reciprocity and comity.
In connection with the Indenture (including the issuance of the Notes), Lindley will appoint CT
Corporation System, at its registered office in 111 Eighth Avenue, New York, N.Y. 10011, USA, as its authorized
agent for the service of process in New York.

viii

FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act, as amended. Our estimates and forward-looking statements are
based on our current expectations and projections of future events and trends, which affect or may affect our
business and results of operations. Words such as "believe," "anticipate," "plan," "expect," "target," "estimate,"
"project," "predict," "forecast," "guideline," "should," "aim," "continue," "could," "guidance," "may," "potential,"
"will," as well as similar expressions and the negative of such expressions are intended to identify forward-looking
statements, but are not the exclusive means of identifying these statements. Examples of forward-looking
statements include statements regarding the intent, belief or current expectations of Lindley, its officers or its
management with respect to:
- projections of revenues, net income (loss), earnings per share, capital expenditures, dividends,
capital structure, other financial items or ratios, taxes, and projections related to a business and
results of operations;
- statements of our plans, objectives or goals, including those relating to anticipated trends,
competition, regulation and financing plans;
- statements about expectations regarding our relationship and agreements with The Coca-Cola
Company;
- statements about the availability and cost of materials required for the production of our products;
- statements about expected or anticipated supply and demand for our products;
- statements about anticipated changes to accounting policies;
- statements about exchange controls and fluctuations in interest rates;
- statements about the risks associated with the Notes, the Indenture, payments of any judgments
against us, and any bankruptcy of our Company;
- explanations about the transferability of the Notes and any trading market for the Notes;
- statements about our future economic performance or that of Peru (including any depreciation or
appreciation of the Nuevo Sol) or other countries;
- statements about anticipated political events in Peru;
- statements about changes in existing and about future regulations;
- statements about changes in Peruvian governmental policies, legislation or regulation; and
- statements of assumptions underlying these statements.
You should not place undue reliance on forward-looking statements, which are based on current
expectations. Forward-looking statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions. Future results may differ materially from those expressed in forward-looking
statements. Many of the factors that will determine these results and values are beyond our ability to control or
predict. Because of the risks and uncertainties involved, you should not make any investment decision based on the
estimates and forward-looking statements. All forward-looking statements and risk factors included in this Offering
Memorandum are made as of the date on the front cover of this Offering Memorandum, based on information
available to us as of such date, and we assume no obligation to update any forward-looking statement or risk factor.
ix