Final Prospectus Feb.2013
Total Page：16
File Type：pdf, Size：1020Kb
Filed Pursuant to Rule 424(b)(1) Registration No. 333-181711 Prospectus 91,304,348 shares Common stock in the form of shares or American Depositary Shares We are offering 91,304,348 shares of common stock in the form of shares or American Depositary Shares (“ADSs”). This prospectus relates to an offering by the international underwriters of 45,797,349 shares in the form of ADSs in the United States and elsewhere outside Chile. The Chilean placement agents are offering 45,506,999 shares in Chile. Each ADS represents three shares of our common stock. The ADSs initially will be evidenced by American Depositary Receipts (“ADRs”). All of the shares of common stock will be sold initially through a book auction on the Santiago Stock Exchange in a process known as subasta de un 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 underwriters for purposes of the international offering, must be placed through an authorized Chilean broker under Chilean law. See “Order Book Auction.” The shares of common stock awarded to the international underwriters in the subasta de un libro de órdenes will be eligible for deposit in our ADS facility, subject to the terms of our deposit agreement dated as of June 21, 2012 (the “Deposit Agreement”). See “Underwriting.” We have applied for listing of the ADSs on the New York Stock Exchange under the symbol “CNCO” Our shares are listed on the Santiago Stock Exchange, the Bolsa Electronica de Chile and the Valparaiso Stock Exchange under the symbol “CENCOSUD.” On June 20, 2012, the last reported sale price of the shares on the Bolsa Electronica de Chile and the Santiago Stock Exchange was Ch$2,764.17 and Ch$2,793 per share, respectively. On June 21, 2012, the last reported sale price of the shares on the Valparaiso Stock Exchange was Ch$2,760 per share. See “Underwriting” for a discussion of factors considered in determining the price to the public of the ADSs. Per ADS(1) ADSs(1) Per Share(2) Shares(2) Public offering price U.S.$ 15.61 U.S.$238,342 Ch$ 2,600 Ch$118,318 Underwriting discount(3) U.S.$ 0.2949 U.S.$ 4,502 Ch$ 49.1140 Ch$ 1,341 Proceeds to us, before U.S.$15.3179 U.S.$233,839 Ch$2,550.8860 Ch$116,083 expenses (1) In thousands of U.S. dollars. (2) In millions of Chilean pesos. (3) Not including the discretionary incentive fee of 0.47% of the gross proceeds of the global offering (the “incentive fee”). See “Underwriting.” We have also granted the international underwriters an option for a period of 30 days to purchase up to 13,695,652 additional shares at the public offering price, less the underwriting discount, to cover over-allotments. The global offering is part of a capital increase of 270,000,000 shares of our common stock approved by our shareholders on April 29, 2011, of which 27,000,000 shares, or 10% of such capital increase, have been reserved for our employee stock option plan. In connection with the capital increase, we are required by Chilean law to make a preemptive rights offering to our existing shareholders of the remaining 243,000,000 shares of our common stock. In the preemptive rights offering, we will be offering existing holders of shares of our common stock the right to subscribe for newly issued shares of common stock at the price at which shares of common stock, in the form of shares, are being offered in Chile. The Company plans to commence the global offering prior to the commencement of the preemptive rights offering. The preemptive rights offering in Chile will commence on June 22, 2012 and must remain open for 30 days. Our controlling shareholders have waived their rights with respect to 105,000,000 shares of common stock subject to such preemptive rights offering and these shares have been made available for the global offering and the international underwriters’ over- allotment option. See “Preemptive Rights Offering.” Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 27. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. J.P. Morgan UBS Investment Bank Morgan Stanley Credit Suisse BBVA Santander June 21, 2012. We are a leading multi-format and multi-brand retailer1 … 1 Based on revenues, selling space, number of stores and gross leasable area in the sectors and countries in which we operate. See “Business—Our Business” and “Industry Overview and Competition.” …with operations across South America’s largest markets.2 NOTE: The summary information noted above makes reference to our operations in each of our markets, as of March 31, 2012. See “Summary Financial and Other Information.” 2 As measured by population and Gross Domestic Product. - i - Table of contents Page Summary 1 The offering 12 Summary financial and other information 18 Risk factors 27 Presentation of financial and other information 59 Forward-looking statements 70 Use of proceeds 71 Market information 73 Dividend policy 76 Capitalization 77 Dilution 79 Preemptive rights offering 81 Order book auction 83 Exchange rates 84 Exchange controls 89 Selected consolidated financial data and other information 97 Management’s discussion and analysis of financial condition and results of operations 105 Industry overview and competition 155 Business 166 Regulatory and environmental overview 225 Management 229 Principal shareholders 236 Related party transactions 238 Description of share capital 240 Description of American depositary receipts 248 Common shares eligible for future sale 259 Taxation 260 Certain ERISA considerations 269 Underwriting (Conflicts of Interest) 270 Service of process and enforcement of civil liabilities 285 Legal matters 286 Experts 286 Expenses related to this offering 287 Where you can find more information 288 Index to the financial statements F-1 - ii - We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. Our business, financial condition, results of operations and prospects may have changed since that date. This prospectus has been prepared on the basis that all offers of ADSs will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states (each, a “Relevant Member State”) of the European Economic Area, or EEA, from the requirement to produce a prospectus for offers of the ADSs. Accordingly, any person making or intending to make any offer within the EEA of ADSs which are the subject of the offering contemplated in this prospectus should only do so in circumstances in which no obligation arises for the sellers of the ADSs or any of the underwriters to produce a prospectus for such offer. Neither the sellers of the ADSs nor the underwriters have authorized, nor do they authorize, the making of any offer of ADSs in circumstances in which an obligation arises for the sellers of the ADSs or the underwriters to publish a prospectus for such offer. “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. The distribution of this prospectus and the offering and sale of the ADSs in certain jurisdictions may be restricted by law. We and the international underwriters require persons into whose possession this prospectus comes to inform themselves about and to observe any such restrictions. This prospectus does not constitute an offer of, or an invitation to purchase, any of the ADSs in any jurisdiction in which such offer or invitation would be unlawful. - iii - Summary This summary highlights selected information about us and the ADSs that we are offering. Before investing in the ADSs, you should read this entire prospectus carefully for a more complete understanding of our business and this offering, including our Audited Consolidated Financial Statements and the related notes the Unaudited Interim Consolidated Financial Statements, and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this prospectus. Our business We believe we are a leading multi-brand retailer in South America, based on revenues, selling space, number of stores and gross leasable area in the sectors and countries in which we operate. See “Business—Our Business” and “Industry Overview and Competition” for more explanation on the methodology we use to calculate our market position in such sectors and countries. We operate through a number of formats, including supermarkets, home improvement stores, shopping centers and department stores. We are headquartered in Chile and have operations in Chile, Argentina, Brazil, Colombia and Peru. Our business consists of six segments,