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US$75000000 Lupatech Finance Limited - Banco Best

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION<br />

All references in this offering circular to “real,” “reais” or the symbol “R$” are to the Brazilian real, the<br />

legal currency of Brazil. All references to “U.S. dollars,” “dollars,” “dollar” or “US$” are to the U.S. dollar, the<br />

legal currency of the United States. All references in this offering circular to “peso” or “pesos” are to the Argentine<br />

peso, the legal currency of Argentina.<br />

Unless otherwise indicated, all financial information relating to us that is presented in U.S. dollars in this<br />

offering circular has been translated from reais using the PTAX-800 exchange selling rate of R$1.749 to US$1.00 as<br />

of March 31, 2008, as published by the Brazilian Central Bank (<strong>Banco</strong> Central do Brasil), or the Central Bank,<br />

through its electronic system SISBACEN. PTAX-800 is the average of all rates traded on the commercial exchange<br />

market during a day as calculated by the Central Bank at market closing. These translations should not be<br />

considered representations that any such amounts have been, could have been or could be converted into U.S.<br />

dollars at that or at any other exchange rate as of that or any other date. The real/dollar exchange rate may fluctuate<br />

widely, and the exchange rate as of March 31, 2008 may not be indicative of future exchange rates. See “Exchange<br />

Rates” for information regarding exchange rates for the Brazilian currency since January 1, 2003.<br />

Financial Statements<br />

Our consolidated financial statements for periods through December 31, 2007 have been prepared in<br />

accordance with accounting practices adopted in Brazil, or Brazilian GAAP, which are based on:<br />

• Brazilian Law No. 6,404/76, as amended by Brazilian Law No. 9,457/97, Brazilian Law No.<br />

10,303/01, Brazilian Law No. 11,638/07 and by other laws from time to time, which we refer to<br />

hereinafter as the Brazilian Corporate Law;<br />

• the rules and regulations of the CVM; and<br />

• the accounting standards issued by the Brazilian Institute of Independent Accountants (Instituto dos<br />

Auditores Independentes do Brasil), or the IBRACON, and the Brazilian Federal Accounting Council<br />

(Conselho Federal de Contabilidade), or the CFC.<br />

As described in note 2 to our unaudited consolidated financial information for the three-month period<br />

ended March 31, 2008, the Brazilian Corporate Law was amended in December 2007 by Law No. 11,638, effective<br />

January 1, 2008, which introduced changes to accounting practices adopted in Brazil. Although the law is already<br />

effective, the main changes introduced by it still depend on specific regulation by the different regulatory bodies.<br />

During this transition phase, the CVM is not requiring the implementation of all the changes introduced by the law<br />

in financial statements filed with it for interim periods during 2008, but certain specific changes are still required, as<br />

established in CVM Instruction No. 469. As a result, our unaudited consolidated financial information as of and for<br />

the quarter ended March 31, 2008 and the comparative financial information for the three-month period ended<br />

March 31, 2007, which have been prepared in accordance with the instructions of the CVM, do not reflect the<br />

effects of all the changes to accounting practices adopted in Brazil that were introduced by Law No. 11,638/07. For<br />

purposes of this offering circular, therefore, “Brazilian GAAP” refers to accounting practices adopted in Brazil for<br />

periods through December 31, 2007 and “CVM Instructions” refers to the accounting practices prescribed by the<br />

CVM for the presentation of quarterly financial information for interim period during 2008, including the<br />

corresponding comparative period for 2007.<br />

Brazilian GAAP and CVM Instructions differ in certain significant respects from the accounting principles<br />

generally accepted in the United States, or U.S. GAAP. Argentine GAAP, which is the basis of the presentation of<br />

the separate financial statements of Delta included herewith also differs in certain significant respects from U.S.<br />

GAAP. Such differences might be material to the financial information herein. The company has made no attempt<br />

to identify or quantify the impact of those differences. In making an investment decision, investors must rely upon<br />

their own examination of the Company, the terms of the offering and the financial information of the Company and<br />

of the businesses acquired included in this offering circular. Potential investors should consult their own<br />

professional advisors for an understanding of the differences between Brazilian GAAP and Argentine GAAP and<br />

United States GAAP, and how those differences might affect the financial information herein.<br />

ix

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