Inversiones La Construcción S.A. J.P. Morgan Bofa Merrill Lynch IM Trust

Offering Memorandum Strictly Confidential 32,193,892 Common Shares Inversiones La Construcción S.A. We are offering 3,687,991 shares of common stock and the selling shareholders are offering 28,505,901 shares of common stock (the “global offering”). This offering memorandum relates to an offering by the international placement agents of shares to qualified institutional buyers in the United States and certain investors outside the United States and Chile (the “international offering”). In addition to the international offering, the Chilean placement agents are offering shares to the public in Chile (the “Chilean offering”). Our company and the common shares offered hereby have been registered with the Superintendencia de Valores y Seguros de Chile (the Chilean Securities and Insurance Superintendency, or the “SVS”). No market currently exists for our common shares. Our common shares have been approved for listing and trading on the Bolsa de Comercio de Santiago (the “Santiago Stock Exchange”) under the symbol “ILC.” Investing in our common shares involves risks. See “Risk Factors” beginning on page 17 for a discussion of certain risks that you should consider before buying our common shares. ____________ Price: Ch$7,061 per common share ____________ The portion of the shares that is being offered by us in the international and Chilean offerings is part of a capital increase of 13,717,962 shares of our common stock approved by our shareholders meeting on April 16, 2012 of which 3,717,962 were issued on July 12, 2012 pursuant to a resolution adopted by our board of directors on July 11, 2012. All of the shares of our common stock issued in connection with the capital increase are subject to a preemptive rights offering under Chilean law. However, the selling shareholders which together hold 99.2% of our common shares, have waived their rights with respect to all of their shares of our common stock subject to such preemptive rights and these are the shares of our common stock being offered directly by us in the international and Chilean offerings. The preemptive rights offering will begin on July 20, 2012 and must remain open for 30 days. The common shares have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any U.S. state securities laws. The common shares may not be offered or sold within the United States or to any U.S. persons, except (a) to qualified institutional buyers within the meaning of Rule 144A under the Securities Act (“Rule 144A”), in reliance on exemptions from the registration requirements of the Securities Act and (b) outside the United States and Chile to non-U.S. persons in reliance on Regulation S under the Securities Act (“Regulation S”). See “Transfer Restrictions” on page 168 for a description of certain restrictions on transfers of our common shares. Neither the U.S. Securities and Exchange Commission (the “SEC”), the SVS nor any other securities commission or securities regulatory authority has approved or disapproved these securities or determined if this offering memorandum is accurate or complete. Any representation to the contrary is a criminal offense. Investors residing outside of Chile, including qualified institutional buyers in the United States and institutional and other investors outside the United States and Chile must provide certain information to the Banco Central de Chile (the Central Bank of Chile, or “Central Bank”). For a description of these requirements, see “Exchange Controls” on page 41. All of the shares of our common stock in the global offering will be sold initially in one block through a book auction on the Santiago Stock Exchange in a process known as subasta de libro de órdenes, in compliance with Chilean law and the rules of the Santiago Stock Exchange. All orders of shares of common stock made by prospective purchasers, including by the international placement agents for purposes of the international offering, must be placed through J.P. Morgan Corredores de Bolsa SpA, Merrill Lynch Corredores de Bolsa SpA and IM Trust S.A. Corredores de Bolsa (the “Chilean Brokers”). In order to be eligible to purchase common shares in the international offering, each prospective purchaser of the common shares must (i) obtain, directly or through an agent duly authorized by the Chilean tax authority, a Chilean tax ID for foreign investors (“RUT”), (ii) establish a safe keeping account and a cash account with the Chilean Brokers or a local custodian and (iii) provide the Chilean Brokers with a fully executed broker letter of instruction, which will include the maximum number of shares to be purchased and maximum purchase price. Upon the expiration of the offer period, orders for common shares placed by prospective purchasers in the Santiago Stock Exchange through the Chilean Brokers will become irrevocable and cannot be withdrawn. If the conditions of this offering are satisfied at the expiration of the offer period, the auction will be declared successful by the Santiago Stock Exchange and an investor will be allocated common shares based on the cumulative demand for the common shares, the clearing price for such shares and the characteristics of such investor’s order. See “Order Book Auction” and “Plan of Distribution—Process for Purchase and Settlement.” Joint Bookrunners J.P. Morgan BofA Merrill Lynch IM Trust The date of this offering memorandum is July 19, 2012. We are responsible for the information contained in this offering memorandum. Neither we, the selling shareholders nor the international placement agents have authorized anyone to provide you with information different from that contained in this offering memorandum, and we take no responsibility for any other information others may give you. Our common shares are being offered, and the offers to buy are being sought, only in jurisdictions where such offers and sales are permitted. The information contained in this offering memorandum is accurate only as of the date of this offering memorandum, regardless of the time of delivery of this offering memorandum or of any sale of our common shares. Table of Contents Page Forward-Looking Statements ........................................................................................................................................v Service of Process and Enforcement of Judgments .................................................................................................... vii Presentation of Financial Information ....................................................................................................................... viii Where You Can Find More Information About Us.......................................................................................................x Summary........................................................................................................................................................................1 The Offering ................................................................................................................................................................12 Summary Financial and Operating Information ..........................................................................................................14 Risk Factors.................................................................................................................................................................17 Exchange Rates ...........................................................................................................................................................40 Exchange Controls.......................................................................................................................................................41 Use of Proceeds ...........................................................................................................................................................42 Capitalization...............................................................................................................................................................43 Dividends and Other Distributions ..............................................................................................................................44 Selected Financial and Operating Information ............................................................................................................48 Management’s Discussion and Analysis of Results of Operations and Financial Condition .....................................51 Our Business................................................................................................................................................................81 Regulatory Framework..............................................................................................................................................132 Directors and Senior Management ............................................................................................................................143 Transactions with Related Parties..............................................................................................................................148 Principal and Selling Shareholders............................................................................................................................149 Description of Capital Stock......................................................................................................................................152

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