U700,000,000 LIBERTY INTERNATIONAL ACQUISITION COMPANY 70,000,000 Units Liberty International Acquisition Company (the “Company”) is a blank check company recently formed under the laws of the Cayman Islands as an exemptedcompanywith limited liability to acquire one or more operating businesses with principal business operations outside North America through a merger, capital stock exchange, share purchase, asset acquisition, reorganization or similar transaction. Our efforts in identifying prospective target businesses will not be limited to a particular industry. We will have no more than 24 months to consummate a business combination. If we fail to do so, we will liquidate and distribute to our shareholders that own the shares issued in this offering and who are not founders (“public shareholders”) the net proceeds of this offering, plus certain interest, less certain costs, each as described in this offering circular. We are offering 70,000,000 units at a per unit price of A10.00. Each unit consists of: • one ordinary share (a “share”) with a nominal value of A0.0001 per share; and • one warrant. Each warrant entitles the holder to purchase one share at a price of A7.00. The warrants will become exercisable on the later of (i) our completion of a business combination and (ii) one year after the date the units are admitted to trading (the “admission date”), which is expected to be on or about February 5, 2008. The warrants expire five years from the admission date, or earlier upon redemption or liquidation. We and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, and Lehman Brothers International (Europe) (the “Managers”), reserve the right, in each of our respective sole discretion, and based on the criteria disclosed on page 120 of this offering circular, to increase or decrease the size of this offering prior to the admission date. On January 9, 2008, Berggruen Acquisition Holdings II Ltd., Marlin Equities IV, LLC, Mr. Pais do Amaral, Mr. Goulandris and Mr. Naggar (each a “founder”) purchased 20,125,000 of our units (the “founders’ units”), including 2,625,000 founders’ units that will be automatically redeemed to the extent the over-allotment option is not exercised, at a price of A0.00124 per founders’ unit (A25,000 in the aggregate) from us in a private placement. Each founders’ unit consists of one ordinary share with a nominal value of A0.0001 per share (a “founders’ share”) and one warrant (a “founders’ warrant”). We will apply for admission and listing to trading on Euronext Amsterdam by NYSE Euronext (“Euronext Amsterdam”), the regulated market of Euronext Amsterdam N.V. (“Euronext”), for the founders’ shares underlying the founders’ units in connection with this offering. Our sponsors and principal shareholders, Berggruen Acquisition Holdings II Ltd. and Marlin Equities IV, LLC (together the “sponsors”), have agreed to purchase, directly or through their affiliates, in equal amounts, an aggregate of 8,000,000 warrants at a price of A1.00 per warrant (the “sponsors’ warrants”) (A8.0 million in the aggregate) in a private placement that will occur immediately prior to the date on which payment for, and delivery of the units offered hereby is expected to be made, which is expected to be on or about February 12, 2008 (the “Closing Date”). The proceeds from this private placement will be deposited into a trust account established outside the United States and maintainedbyContinentalStockTransfer& Trust Company (the “Trustee”) into which the trust amount will be deposited (the “trust” or “trust account”) subject to an investment management trust agreement, described below, and will be part of the funds that may be distributed to our public shareholders in case of liquidation as detailed in this offering circular. See “Use of Proceeds.” The sponsors’ warrants purchased by our sponsors in a private placement will be substantially similar to the warrants included in the units sold in this offering. Each of the sponsors has agreed not to transfer, assign or sell, directly or indirectly, any of the sponsors’ warrants (including the shares to be issued upon exercise of these warrants) until one year after we consummate a business combination. In addition, our sponsors, along with Mr. Naggar, one of our independent directors, have agreed to purchase, directly or through their affiliates, an aggregate of 6,000,000 units at a price of A10.00 per unit (the “co-investment units”) (A60.0 million in the aggregate) in a private placement that will occur immediately prior to our consummation of a business combination. These co-investment units will be substantially similar to the units sold in this offering. Our sponsors and Mr. Naggar have agreed not to transfer, assign or sell, directly or indirectly, any of the co-investment units, or the underlying shares (the “co-investment shares”) or warrants (the co-investment warrants”) included in these co- investment units (including the shares to be issued upon exercise of these warrants), until one year after we consummate a business combination. The Managers have the option to purchase additional units up to an aggregate amount equal to 15% of the units offered in this offering from us at a price equal to A10.00 per unit, less discounts and commissions, until 30 days from the admission date to cover over-allotments, if any (the “over-allotment option”). There is currently no public market for the units, shares or warrants. We will apply for admission and listing of the units and the shares and warrants underlying the units offered to the public shareholders to trading on Euronext Amsterdam under the symbols LIACU, LIACS and LIACW, respectively. The shares and warrants that comprise the units offered to the public shareholders will separately trade on the earlier to occur of (i) 40 days after the admission date (or such earlier date determined by the Managers) and (ii) 5 business days after the over-allotment option has been exercised in full, where a business day is defined as a day on which Euronext Amsterdam is open for trading (a “business day”) and the founders’ units will separate on the same day. Prior to such date, only the units will trade. The units offered to the public shareholders will be listed and traded on Euronext Amsterdam on an “as-if-and-when-issued” basis from the admission date to the Closing Date. Euronext may annul all transactions effected in such units if the units are not delivered on the Closing Date. If the closing of the offering does not occur on the Closing Date or at all, the offering will be withdrawn, all subscriptions for the units offered to the public shareholders will be disregarded, any allocations made will be deemed not to have been made and any subscription payments made will be annulled. All dealings in units prior to settlement and delivery are at the sole risk of the parties concerned. Euronext, which operates Euronext Amsterdam, is not responsible for any loss incurred by any person as a result of a withdrawal of this offering and/or the related annulment of any transactions on Euronext Amsterdam. Proceeds to us after Public Offering Discounts and Payment of Discounts Total Deposited in Price Commissions(1) and Commissions Trust Account(2) Units A 10.00 A 0.45 A 9.55 A 9.80 Total units (without exercise of the over-allotment option) A700,000,000 A31,500,000 A668,500,000 A686,200,000 Total units (with exercise of the over-allotment option) A805,000,000 A36,225,000 A768,775,000 A788,050,000 (1) The discounts and commissions include A10,500,000 (A12,075,000 if the over-allotment option is exercised in full), or A0.15 per unit payable to the Managers for deferred discounts and commissions from the funds to be placed in the trust account described below. Such funds will be released to the Managers only on consummation of a business combination, as described in this offering circular. (2) The total amount deposited in the trust account includes A8,000,000 in proceeds from the sale of the sponsors’ warrants described in this offering circular. The total amount deposited in the trust account will be A9.79 per unit if the over-allotment option is exercised in full. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8. This offering circular has been approved by the Netherlands Authority for the Financial Markets (the “AFM”), which is the Dutch competent authority for the purpose of implementing relevant measures under Directive 2003/71/EC (the “Prospectus Directive”) in the Netherlands. The securities offered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the applicable securities laws or regulations of any state of the United States of America (the “United States” or the “U.S.”). The securities may not be offered or sold within the United States or to a U.S. person (a “U.S. Person”) (each as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. The securities are being offered and sold outside the United States in reliance on Regulation S under the Securities Act and within the United States to qualified institutional buyers (each, a “QIB”) in reliance on Rule 144A under the Securities Act (“Rule 144A”) who are also qualified purchasers (each, a “QP”) (as defined in the U.S. Investment Company Act of 1940, as amended, and related rules (the “Investment Company Act”)). The units, shares and warrants and any beneficial interest therein may not be acquired or held by investors using assets of any “benefit plan investor” or Plan (as defined herein).