Obligation Camposol SA 9.875% ( USP19189AA04 ) en USD

Camposol SA

100 % ▲

Perou

USP19189AA04 ( en USD )

9.875% par an ( paiement semestriel )

02/02/2017 - Obligation échue

Prospectus brochure de l'obligation CAMPOSOL S.A USP19189AA04 en USD 9.875%, échue

2 000 USD

200 000 000 USD

P19189AA0

Camposol S.A. est une société agro-industrielle péruvienne intégrée verticalement, spécialisée dans la production et l'exportation de fruits frais et transformés, principalement des avocats, myrtilles, framboises et asperges.

L'Obligation émise par Camposol SA ( Perou ) , en USD, avec le code ISIN USP19189AA04, paye un coupon de 9.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/02/2017

L'Obligation émise par Camposol SA ( Perou ) , en USD, avec le code ISIN USP19189AA04, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Camposol SA ( Perou ) , en USD, avec le code ISIN USP19189AA04, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM
Camposol S.A.
U.S.$75,000,000
9.875% Senior Notes due 2017
unconditionally and irrevocably guaranteed by
Camposol Holding Ltd (formerly Camposol Holding Plc), Marinazul S.A.
and Campoinca S.A.
We are offering U.S.$75 million aggregate principal amount of our 9.875% Senior Notes due 2017 (the "notes"). The notes will be
additional notes issued under the indenture dated as of February 2, 2012, pursuant to which we initially issued U.S.$125,000,000 aggregate
principal amount of our outstanding 9.875% Senior Notes due 2017 (the "initial notes"). The notes will have identical terms and conditions as
the initial notes, other than the issue date and issue price, and will consolidate to form a single series with and vote together as a single class
with, the initial notes. The notes and the initial notes will share the same CUSIP and ISIN numbers and be fungible, except that the notes
offered and sold in offshore transactions under Regulation S shall be issued and maintained under temporary CUSIP and ISIN numbers during
a 40-day distribution compliance period commencing on the issue date. References to the "notes" refer to the notes and the initial notes
collectively, unless the context otherwise requires.
We are a corporation (sociedad anónima) organized under the laws of Peru and a subsidiary of Camposol Holding Ltd (formerly
Camposol Holding Plc), a private company limited by shares organized under the laws of Cyprus. The notes will be our senior obligations and
will be irrevocably and unconditionally guaranteed by Camposol Holding Ltd and our subsidiaries Marinazul S.A. and Campoinca S.A. The
notes will rank pari passu among themselves and at least equally in right of payment with all of our other present and future unsecured and
unsubordinated obligations and the guarantee will rank at least pari passu in right of payment with all unsecured and unsubordinated debt of
Camposol Holding Ltd, Marinazul S.A. and Campoinca S.A. (in each case, subject to any priority rights pursuant to applicable law).
We may redeem the notes in whole or in part at any time at the redemption prices set forth herein. See "Description of the Notes
Optional Redemption." In addition, we may redeem the notes, in whole but not in part, at 100% of their principal amount plus accrued interest
and additional amounts, if any, upon the occurrence of specified events relating to Peruvian or Cypriot tax law, all as described under
"Description of the Notes Redemption for Taxation Reasons."
Investing in the notes involves significant risks. See "Risk Factors" beginning on page 18 for a discussion of certain information
that you should consider before investing in the notes.
Issue Price: 101.500%, plus accrued interest from February 2, 2014
Purchasers of the notes will be required to pay accrued interest totaling U.S.$1,810,416.67, or U.S.$24.14 per U.S.$1,000 principal
amount of notes, from and including February 2, 2014 to, but excluding April 30, 2014, the date when the notes were delivered.
We have not registered and will not register the notes under the U.S. Securities Act of 1933, as amended, or the Securities Act, or
under any state securities laws. Therefore, we may not offer or sell the notes within the United States to, or for the account or benefit
of, any U.S. person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state
securities laws. Accordingly, we are only offering the notes (1) to qualified institutional buyers (as defined in Rule 144A under the
Securities Act) and (2) to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. See
"Transfer Restrictions" for additional information about eligible offerees and transfer restrictions. The notes are not being offered to
the public within the meaning of Directive 2003/71/EC of the European Union, as amended, and this offer is not subject to the
obligation to publish a prospectus under that Directive.
The notes (or beneficial interests therein) may not be offered or sold in the Republic of Peru ("Peru") or any other jurisdiction, except in
compliance with the securities law thereof.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and to trade the notes on the Euro
MTF market. This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectus
for Securities, as amended.
Delivery of the notes was made to purchasers in book-entry form through The Depository Trust Company and its direct and indirect
participants, including Clearstream Banking, société anonyme and Euroclear S.A./N.V., as operator of the Euroclear System, on April 30,
2014.
Joint Bookrunning and Joint Lead Managers
Credit Suisse
Santander
Joint Lead Manager
Scotiabank
The date of this offering memorandum is May 7, 2014.

TABLE OF CONTENTS
Page
Page
Market and Industry Information . . . . . . . . . . .
iv
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Enforceability of Civil Liabilities . . . . . . . . . . .
iv
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
Cautionary Statements Regarding Forward-
Regulatory Environment . . . . . . . . . . . . . . . . . .
99
Looking Statements . . . . . . . . . . . . . . . . . . .
vi
Management . . . . . . . . . . . . . . . . . . . . . . . . . . .
103
Presentation of Financial and Other
Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
Information . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Certain Transactions with Related Parties . . . .
108
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Description of the Notes . . . . . . . . . . . . . . . . . .
109
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
Summary Financial and Other Information . . .
14
Plan of Distribution . . . . . . . . . . . . . . . . . . . . .
164
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . .
169
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . .
35
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . .
171
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . .
36
Independent Auditors . . . . . . . . . . . . . . . . . . . .
171
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Available Information . . . . . . . . . . . . . . . . . . . .
171
Selected Financial and Other Information . . . .
38
Index to Financial Statements . . . . . . . . . . . . . .
F-1
Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
42
You should only rely on the information contained in this offering memorandum. Neither we nor the
initial purchasers have 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. You
should not assume that the information contained in this offering memorandum is accurate as of any date
other than the date on the cover of this offering memorandum regardless of time of delivery or any sale of
the notes.
This offering memorandum is based on information provided by us and by other sources we believe to be
reliable. We accept responsibility for the information contained in this offering memorandum. To the best of our
knowledge this offering memorandum does not contain any material misstatement or omission. This offering
memorandum summarizes certain documents and other information, and we refer you to those sources for a more
complete understanding of what we discuss in this offering memorandum. The initial purchasers assume no
responsibility for, and make no representation or warranty, express or implied, as to the accuracy or completeness of
the information contained in this offering memorandum. Nothing contained in this offering memorandum is or shall
be relied upon as, or a promise or representation by the initial purchasers as to the past or future. The initial
purchasers assume no responsibility in relation to the accuracy or completeness of the information in this offering
memorandum or any other information provided by the issuer or any of the guarantors.
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 such
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
parent company or our subsidiaries 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. Credit Suisse Securities (USA) LLC, Santander
Investment Securities Inc. and Scotia Capital (USA) Inc. 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.
i

The original notes and the notes will share the same CUSIP and ISIN numbers and be fungible, except that
the notes offered and sold in compliance with Regulation S shall be issued and maintained under temporary
CUSIP and ISIN numbers and common codes during a 40-day distribution compliance period commencing on
the date of issuance of the notes. The temporary CUSIP of the Regulation S Global Note is P19189 AB8, the
temporary ISIN of the Regulation S Global Note is USP19189AB86 and the temporary common code of the
Regulation S Global Note is 106382026. See "Summary The Offering" for the CUSIP, ISIN and Common
Codes for the notes.
You must (i) 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
(ii) obtain any required consent, approval or permission for the purchase, offer or sale by you of the 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, and neither we nor the initial purchasers or their respective agents have any
responsibility therefor. See "Transfer Restrictions" for information concerning some of the transfer restrictions
applicable to the notes.
By accepting this offering memorandum 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 respective 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, or the SEC, or any state securities commission or any Peruvian,
Norwegian, Cypriot or other 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. In connection with this offering, the initial purchasers may over-allot notes or
effect transactions with a view to supporting the market price of the notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the initial purchasers will undertake any stabilization
action at all. Any stabilization action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the notes is made and, if begun, may discontinue it at any time, but it must end no later than
30 days after the issuance of the notes or 60 days after the date of the allotment of the notes.
For the sale of the notes in the United States, we are relying on an exemption from registration under the
Securities Act for offers and sales of securities that do not involve a public offering. The notes may not be
transferred or resold except as permitted under 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 "Transfer Restrictions."
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 respective 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.
ii

See "Risk Factors" for a description of certain important factors relating to an investment in the notes,
including information about our business. None of us, the initial purchasers nor any of our or their
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. The notes will be available initially only in book-entry
form. We expect that the notes offered and sold in the United States to qualified institutional buyers, or QIBs, in
reliance upon Rule 144A under the Securities Act will be represented by beneficial interests in a single,
permanent global note in fully registered form without interest coupons, or the Rule 144A note. We expect that
the notes offered and sold outside the United States to non-U.S. persons pursuant to Regulation S under the
Securities Act will be represented by beneficial interests in a single, permanent global note in fully registered
form without interest coupons, or the Regulation S note, and, together with the Rule 144A note, the global notes).
The global notes will be deposited with The Depository Trust Company, or DTC. Notes will be issued in
minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof. See "Description
of the Notes" for further discussion of these matters.
We are not making any representation to any purchaser of the notes regarding the legality of an investment
in the notes by such purchaser under any legal investment or other laws or regulations. You should not consider
any information in this offering memorandum to be legal, business or tax advice. You should consult your own
attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.
There are no conflicts of interest between members of the administrative, management or supervisory
bodies and any duties of the Issuer and persons responsible for the information provided in this offering
memorandum.
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 SECURITY 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 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 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.
iii

MARKET AND INDUSTRY INFORMATION
We make statements in this offering memorandum about the Peruvian and global agricultural industry.
These statements are based on statistics and other information from third-party sources that we believe to be
generally reliable. We derive this third-party information principally from reports published by the Food and
Agriculture Organization, or FAO, the International Trade Center, or ITC, the United States Department of
Agriculture, or USDA, the United States International Trade Commission, or USITC, the Hass Avocado Board,
the Peruvian Ministry of Agriculture, the Peruvian Central Bank and the Peruvian National Superintendency of
Tax Administration. Although we believe that we have taken reasonable care to ensure that the facts and statistics
presented are accurately reproduced from such sources, they have not been independently verified by us, the
initial purchasers or our respective advisors and therefore we make no representation as to the accuracy of such
facts and statistics, which may not be consistent with other information compiled within or outside the
jurisdictions specified. Due to possibly flawed or ineffective collection methods and other problems, the statistics
herein may be inaccurate, incomplete or may not be comparable to statistics produced from other sources and
should not be unduly relied upon. In addition, there can be no assurance that they are stated or compiled on the
same basis or with the same degree of accuracy as may be the case elsewhere.
ENFORCEABILITY OF CIVIL LIABILITIES
Camposol S.A., as well as Marinazul S.A. and Campoinca S.A., the Subsidiary Guarantors of the notes, are
companies organized and existing under the laws of Peru, and Camposol Holding Ltd, a guarantor of the notes, is
a company organized and existing under the laws of Cyprus. The majority of the directors and officers of
Camposol Holding Ltd, Marinazul S.A., Campoinca S.A. and Camposol S.A. reside in Peru or elsewhere outside
the U.S., and all or a significant portion of the assets of such persons may be, and substantially all of our assets
are, located in Peru or elsewhere outside the United States. As a result, it may not be possible for investors to
effect service of process upon such persons or entities outside Peru or to enforce against any of them, in the
courts of jurisdictions other than Peru, any judgments obtained in such courts that are predicated upon the laws of
such other jurisdictions or 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 governing the notes, or the
Indenture, in New York courts, unless such judgments fulfillment with the requirements described below.
We have been advised by our Peruvian counsel, Rodrigo, Elias & Medrano Abogados, that any final
and conclusive judgment for a fixed and definitive sum obtained against us in any foreign court having
jurisdiction in respect of any suit, action or proceeding against us for the enforcement of any of our
obligations under the notes and the Indenture that are governed by New York law will, upon request, be
deemed valid and enforceable in Peru, without the local court 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 the
matters contemplated by the Indenture or in respect of this offering memorandum or the notes are not
matters under the exclusive jurisdiction of Peruvian courts;
·
the relevant foreign court had jurisdiction under its own private international conflicts of law rules and
under general principles of international procedural jurisdiction;
·
we were served in accordance with the laws of the place where the proceeding took place, we were
granted a reasonable opportunity to appear before such foreign court, and we were 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;
iv

·
the foreign 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;
·
the foreign judgment is not contrary to public policy (orden público) or good morals;
·
a proceeding for the recognition and enforcement of the judgment is followed, in which (i) powers of
attorney are granted by the party intending to enforce the judgment to its representative in Peru; (ii) an
original or a copy of the judgment, authenticated according to the rules of the place where the judgment
was issued and duly authenticated by the respective Peruvian Consulate, or appostilled if the country of
the court rendering the judgment is a signatory to the appostille convention, is filed before the
competent court in charge of its enforceability in Peru; (iii) the judgment is officially translated by a
Public Translator registered in Peru if it is not already in Spanish and (iv) the applicable court taxes or
filing fees have been paid; 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: (i) judgments issued by Peruvian courts are not admissible in such
foreign country or (ii) 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 our 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 (orden público) 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.
We have been advised by our Cypriot counsel, Harneys, Aristodemou Loizides Yiolitis LLC, that a judgment
obtained in any U.S. court would not automatically be enforced by the courts of Cyprus. In order to enforce such a
judgment in Cyprus, a new legal process must be initiated before a court of competent jurisdiction in Cyprus. A
summary judgment may be available, and other considerations of the Cypriot court may include the following:
·
that such judgment was not obtained or alleged to have been obtained by fraud;
·
that the process and decision of the U.S. court was not contrary to natural or constitutional justice under
the laws of Cyprus and the enforcement of such judgment would not be contrary to public policy as
understood by the Cypriot courts or constitute the enforcement of a judgment of a penal or taxation
nature;
·
that such judgment is final and conclusive and is for a debt or a definite sum of money;
·
that the jurisdiction of U.S. court has been exercised in circumstances which, as a matter of Cypriot
law, a Cypriot court will recognize as justifying enforcement of such judgment;
·
that the procedural rules of the U.S. court in relation to the obtaining of such judgment have been
observed; and
·
that such judgment is not inconsistent with a judgment of a Cypriot court in respect of the same matter.
In connection with the Indenture and the notes, we, Camposol Holding Ltd, Marinazul S.A. and Campoinca
S.A. have appointed CT Corporation System as our authorized agent upon whom process may be served in
connection with any action instituted in any United States federal or state court having subject matter jurisdiction
in the Borough of Manhattan in New York arising out of or based upon the Indenture, the notes or the guarantees
of Camposol Holding Ltd, Marinazul S.A. and Campoinca S.A. See "Description of the Notes."
v

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains statements that constitute estimates and forward-looking statements,
within the meaning of Section 27A of the Securities Act and Section 21E of the U.S. Securities Exchange Act of
1934, as amended, or the Exchange Act, including but not limited to the sections "Summary," "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations." These statements
appear in a number of places in this offering memorandum and include statements regarding our intent, belief or
current expectations, and those of our officers, with respect to (among other things) our financial condition. Our
estimates and forward-looking statements are based mainly on current expectations and estimates of future events
and trends, which affect, or may affect, our business and results of operations. Although we believe that these
estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several
risks and uncertainties and are based on information currently available to us.
Our estimates and forward-looking statements may be influenced by the following factors, among others:
·
changes in demand for, and prices of, fruits and vegetables;
·
our ability to obtain, maintain and renew all licenses, permits, quota shares and other authorizations
associated with our land, processing plants or otherwise required in connection with our business;
·
general economic, political and business conditions in Peru, resulting in changes in the economy, tax
laws, or in the regulatory environment, including environmental regulations, relating to agriculture in
our land or food processing;
·
the availability of qualified personnel to work on our land and in our processing plants;
·
other governmental policies affecting our business, including agriculture, food processing and trade
policies;
·
our ability to generate cash and to obtain sufficient financing for our operations and our future
expansion plans;
·
changes in currency exchange rates or interest rates;
·
our ability to integrate and benefit from our recent acquisitions, as well as other joint ventures and
strategic alliances;
·
our ability to comply with laws and regulations;
·
industry conditions, including the cyclicality of the agricultural industry, and unpredictability of the
weather;
·
the effects of economic, political or social conditions and changes in foreign exchange policy or other
conditions affecting our principal export markets;
·
increases in our operating costs or our inability to meet efficiency or cost reduction objectives,
including increases in the cost of personnel;
·
possible disruptions to commercial activities due to natural and human-induced disasters, including
terrorist activities and armed conflict;
·
the outcome of pending regulatory and legal proceedings; and
·
other factors described under "Risk Factors" and elsewhere in this offering memorandum.
The words "believe," "may," "may have," "would," "estimate," "continues," "anticipates," "intends,"
"hopes," and similar words are intended to identify estimates and forward-looking statements. Estimates and
forward-looking statements refer only to the date when they were made, and neither we nor the initial purchasers
undertake any obligation to update or revise any estimate or forward-looking statement due to new information,
future events or otherwise. Estimates and forward-looking statements involve risks and uncertainties and do not
vi

guarantee future performance, as actual results or developments may be substantially different from the
expectations described in the forward-looking statements. In light of the risks and uncertainties described above,
the events referred to in the estimates and forward-looking statements included in this offering memorandum
may or may not occur, and our business performance and results of operation may differ materially from those
expressed in our estimates and forward looking statements, due to factors that include but are not limited to those
mentioned above. Investors are warned not to place undue reliance on any estimates or forward-looking
statements in making decisions regarding investment in the notes.
vii

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
This offering memorandum includes:
·
audited consolidated financial statements of Camposol Holding Ltd, as of and for the years ended
December 31, 2011, 2012 and 2013; and
·
audited financial statements of Camposol S.A., as of and for the years ended December 31, 2012 and
2013.
In April 2014, the shareholders of Camposol Holding Ltd voted to convert the Parent Guarantor from a
"Plc" (a public company limited by shares) to a "Limited" (a private company limited by shares) under the laws
of Cyprus. See "Summary Overview."
The consolidated financial information of Camposol Holding Ltd as of and for the years ended
December 31, 2011, 2012 and 2013 has been derived from the audited consolidated financial statements of
Camposol Holding Ltd included elsewhere in this offering memorandum.
Camposol Holding Ltd's audited consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards, as adopted by the European Union, or IFRS, and its audited
consolidated financial statements have been audited in accordance with International Standards on Auditing or
ISA.
The financial information of Camposol S.A. as of and for the years ended December 31, 2012 and 2013 has
been derived from the audited financial statements of Camposol S.A. The audited financial statements of
Camposol S.A. have been prepared in accordance with the International Financial Reporting Standards.
Under International Accounting Standard 27, or IAS 27, "Consolidated Financial Statements and
Accounting for Investments in Subsidiaries," investments in subsidiaries, associates and jointly controlled
entities must be accounted for in the parent's individual financial investments at cost, or at fair value as
determined in accordance with International Financial Reporting Standard 9. The "patrimonial" accounting
approach is not an accepted valuation method under IFRS. According to the accounting principles generally
accepted in Peru, investments may be accounted for in the separate financial statements of the parent company
using the "patrimonial" accounting approach.
Restatement of 2012 consolidated financial statements
During the fair value evaluation of our biological assets in 2013, it was noted that certain industrial
processing margins costs were wrongly deducted from the fair value in 2012 and as a result the fair value as at
December 31, 2012 was understated by U.S.$13.4 million. This understatement impacted our consolidated
statement of financial position as of December 31, 2012 and our consolidated statement of comprehensive
income for the year ended December 31, 2012. See note 2.29 to Camposol Holding Ltd's audited consolidated
financial statements included elsewhere in this offering memorandum.
In our consolidated statement of financial position as of December 31, 2012, we increased the value of our
biological assets by U.S.$13.4 million (from U.S.$245.7 million to U.S.$259.1 million) and our deferred income
tax assets by U.S.$1.4 million (from zero to U.S.$1.4 million), while also increasing our retained earnings by
U.S.$9.4 million (from U.S.$70.6 million to U.S.$80.0 million) and increasing our deferred income tax liabilities
by U.S.$5.4 million (from U.S.$26.0 million to U.S.$31.4 million). This restatement did not have a material
impact on the opening balance sheet as at January 1, 2012.
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In our consolidated statement of comprehensive income for the year ended December 31, 2012, we recorded
an additional gain arising from change in fair value of biological assets of U.S.$13.4 million (increasing from
U.S.$27.0 million to U.S.$40.4 million) while increasing our income tax expense for the year by U.S.$4.0 million
(from U.S.$2.3 million to U.S.$6.3 million). Our profit for the year ended December 31, 2012, increased by
U.S.$9.4 million (from U.S.$7.5 million to U.S.$16.9 million).
General
Unless otherwise specified, references herein to "U.S. dollars," "dollars," "U.S.$" or "$" are to
United States dollars, the legal currency of the United States; references to "nuevo sol", "PEN," "nuevos soles"
or "S/." are to the Peruvian nuevo sol, the legal currency of Peru; references to "," "Euros" and "EUR" are
to the currency introduced at the start of the third stage of European economic and monetary union pursuant to
the treaty establishing the European Community, as amended; references to "Peru" are to the Republic of Peru;
references to the Peruvian Government are to the government of Peru; references to the "United States" or
"U.S." are to the United States of America.
Management has determined the functional currency of our principal operating entities to be the U.S. dollar.
These entities sell their products in international markets to customers in a number of countries, and sales are
influenced by a number of currencies. Most operating costs are incurred in Peru but many are invoiced in U.S.
dollars and the price of certain raw materials and supplies are influenced by the U.S. dollar. The borrowings and
cash balances of these entities are held in U.S. dollars. Management has used its judgment to determine our
functional currency, taking into account the secondary factors and concluded that the currency that most
faithfully represents the economic environment and conditions of these entities is the U.S. dollar. We buy and
sell our products and services and obtain funding for our working capital and investments mainly in U.S. dollars.
During the year ended December 31, 2013, 29% of our production costs were related to labor, which are incurred
in nuevos soles. As a result, our financial results are affected by exchange rate fluctuations between the U.S.
dollar and the nuevo sol. Future variations in the exchange rate could have a significant impact on the portion of
our costs denominated in nuevos soles, thus affecting our total costs. Furthermore, a material portion of our sales
are made to customers in Europe, with such sales being made in Euros. As a result of our functional currency
being the U.S. dollar, our financial results are affected by the exchange rate between the Euro and the U.S. dollar.
Since December 31, 2013 there has been no material adverse change or any development reasonably likely
to involve a material adverse change, in the condition (financial or otherwise) or general affairs of Camposol
S.A., Campoinca S.A., Marinazul S.A. or Camposol Holding Ltd.
We have made rounding adjustments to certain figures included in this offering memorandum. As a result,
numerical figures presented as totals may not always be exact arithmetic aggregations of their components, as
presented.
In this offering memorandum: "ton" or "MT" means a metric ton which is equal to 1,000 kilograms or
2,204.62 pounds; "m3" means a cubic meter which is equal to 1,000 liters or approximately 35.3 cubic feet; "MT/h"
refers to MT per hour; references to fruit and vegetable prices are to "free on board," or FOB, Peru, except as
otherwise indicated.
The notes offered hereby will be issued pursuant to a second supplemental indenture (the "Second
Supplemental Indenture") as additional notes under an Indenture dated as of February 2, 2012 (the "Original
Indenture"), as amended and supplemented by the first supplemental indenture dated April 16, 2014 (the "First
Supplemental Indenture"), among the Issuer, the Parent Guarantor and the Subsidiary Guarantors, as Guarantors,
and Wells Fargo Bank National Association, as trustee (the "Trustee"). The Second Supplemental Indenture is to
be dated as of the closing date of the issue of the Notes, which is expected to be April 30, 2014. Unless the
context otherwise requires, references herein to the Indenture are to the Original Indenture as supplemented by
the First Supplemental Indenture and the Second Supplemental Indenture.
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