- Page 1 and 2: OFFERING CIRCULAR US$75,000,000 Lup
- Page 3: circumstances imply that there has
- Page 7 and 8: Cayman Islands ENFORCEABILITY OF JU
- Page 9 and 10: CAUTIONARY STATEMENT REGARDING FORW
- Page 11 and 12: The following financial information
- Page 13 and 14: • Jefferson Solenoid Valves U.S.A
- Page 15 and 16: SUMMARY This summary highlights sel
- Page 17 and 18: (2) Solely for the convenience of t
- Page 19 and 20: Expand our product portfolio by dev
- Page 21 and 22: industry allows for a significant r
- Page 23 and 24: SUMMARY OF TERMS AND CONDITIONS Thi
- Page 25 and 26: series as the initial bonds. Use of
- Page 27 and 28: SUMMARY FINANCIAL AND OTHER INFORMA
- Page 29 and 30: 2007 (pro forma) (in millions of US
- Page 31 and 32: 17 As of December 31, 2007 2007 200
- Page 33 and 34: RISK FACTORS An investment in our b
- Page 35 and 36: nationalization, forced renegotiati
- Page 37 and 38: period ended March 31, 2008. The pr
- Page 39 and 40: The industries in which we operate
- Page 41 and 42: proceeding or to bankruptcy, the re
- Page 43 and 44: EXCHANGE RATES On May 29, 2008, the
- Page 45 and 46: SELECTED FINANCIAL AND OTHER INFORM
- Page 47 and 48: 2007 (pro forma) (in millions of US
- Page 49 and 50: 35 As of December 31, 2007 2007 200
- Page 51 and 52: MANAGEMENT’S DISCUSSION AND ANALY
- Page 53 and 54: on February 29, 2008 in the main me
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Commodity prices and raw material p
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The following table shows a reconci
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Argentine income tax is imposed on
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Our year-on-year net revenue increa
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General and administrative expenses
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Net revenue. Our net revenue increa
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Income tax and social contribution.
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egular course of our activities, in
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57 Three-month period ended March 3
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The chart below shows certain of ou
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Jefferson Sudamericana S.A., Jeffer
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Unaudited Pro Forma Combined Statem
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General INDUSTRY AND REGULATORY OVE
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The ninth bidding round offered 271
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The chart below shows the percentag
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In addition to the conditions estab
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7 6 5 4 3 2 1 0 Revenue of the Foun
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Our Company BUSINESS Our business i
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for purposes of measuring our perfo
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Continued investments in operating
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Business Segments Oil & gas segment
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Sales, Marketing and Distribution.
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International Certifications. Petro
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Sales, Marketing and Distribution.
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Competition. The investment casting
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are a critical part of the sales st
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Customers. Microinox’s main custo
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metallographic and non-intrusive in
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Our policy is to protect our tradem
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aggregate of R$2.9 million, R$3.8 m
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We currently have valid environment
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• Law No. 25,612 on Integrated Ma
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April 25, 2008, as agreed by the pa
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Labor Lawsuits As of March 31, 2008
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Under the Brazilian Corporate Law,
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chief executive officer, a chief fi
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Unless otherwise decided by our boa
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We have entered into loan agreement
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• will be payable in cash quarter
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Tax Redemption The bonds will be re
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Transfer of Bonds Bonds may be tran
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such Debt to assets (including Capi
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(4) Lupatech Finance will have deli
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Defeasance Lupatech Finance or any
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Currency Indemnity U.S. dollars are
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“guarantee” means any obligatio
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may be necessary to ensure that the
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purposes. If the bonds were treated
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A U.S. Holder’s adjusted tax basi
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(b) in addition, that no tax to be
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• it has complied and will comply
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FORM OF BONDS Bonds sold in offshor
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governed by arrangements between th
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longer accurate, it will promptly n
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VALIDITY OF BONDS The validity of t
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LISTING AND GENERAL INFORMATION The
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Required information for the six-mo
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Deloitte Touche Tohmatsu Auditores
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(A free translation of the original
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(A free translation of the original
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(A free translation of the original
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Corporate development results from
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(i) Income and social contribution
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(e) Recording of minority interest
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8. Investments Goodwill Goodwill Go
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(g) Goodwill of R$ 105,000 was dete
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Consolidated Company 2008 2009 2010
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10. LOANS AND FINANCING AND PERPETU
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On July 11, 2007, the offering of s
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(c) Reconciliation of income and so
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F-30 Consolidated Likelihood of a f
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As part of the Company’s revenue
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[this page left blank] F-34
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(A free translation of the original
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Parent company Consolidated Liabili
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(A free translation of the original
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Parent company Consolidated 2007 20
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Jefferson Solenoid Valves 2007 Acqu
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The consolidated financial statemen
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7 Taxes Recoverable Taxes recoverab
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(a) The names of the subsidiaries a
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In the operation involving the acqu
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9 Property, Plant and Equipment Par
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10 Loans, Financing and Perpetual B
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Maturities of the noncurrent portio
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12 Related Parties Transactions and
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Year The reversal of deferred tax l
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(b) Contingent assets F-64 Parent c
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(c) Loans and financing They are su
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Headquartered in Mumbai, the Neterw
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Parent Company 2007 2006 Cash flows
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(A free translation of the original
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Parent company Consolidated Liabili
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(A free translation of the original
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Parent company Consolidated 2006 20
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On September 18, 2006, the Company
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(o) Statement of cash flows The Com
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8 Investments The analysis of inves
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assets: During 2006, the Company in
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The amortization schedule for the b
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Export financing ..................
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(b) Estimate of deferred tax assets
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Consolidated Probability of gain Re
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judgment and the use of assumptions
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(A free translation of the original
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Report of Independent Accountants o
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(A free translation of the original
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The CSL Offshore carve-out interim
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5 Taxes recoverable Excise Tax (IPI
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GASOIL SERVIÇOS LTDA. FINANCIAL ST
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EXHIBIT I GASOIL SERVIÇOS LTDA. BA
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EXHIBIT 3 GASOIL SERVIÇOS LTDA. ST
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(Convenience translation into Engli
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GASOIL SERVIÇOS LTDA. NOTES TO THE
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GASOIL SERVIÇOS LTDA. NOTES TO THE
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GASOIL SERVIÇOS LTDA. NOTES TO THE
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GASOIL SERVIÇOS LTDA. NOTES TO THE
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Name: Headquarter: Main Activity: F
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BALANCE SHEET At September 30, 2007
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STATEMENT OF CHANGES IN STOCKHOLDER
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REQUIRED INFORMATION ACCORDING TO A
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Value at beginning of the period In
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Notes to the financial statements a
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Notes to the financial statements a
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Name: Headquarter: Main Activity: F
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BALANCE SHEET at March 31, 2007 and
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DEFINITIONS SUBSCRIBED CAPITAL STAT
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ENTRY INFORMATION REQUIRED BY ART.6
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FINANCIAL STATEMENTS AT MARCH 31, 2
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Notes to the financial statements a
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Notes to the financial statements a
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Notes to the financial statements a
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Lupatech S.A. and subsidiaries Pro-
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Purchase price was R$ 73.3 and was
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A pro-forma adjustment has been rec
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WHERE YOU CAN FIND MORE INFORMATION