SARE launched a Combined Public Offer through the Mexican Stock Exchange

S.A. de C.V. ("SARE"), the holding Company of one of the main homebuilder groups engaged in the design, development, construction and commercialization of housing developments and other real-estate services in Mexico, together with eight of its minor shareholders, launched a Combined Public Offer through the Mexican Stock Exchange (?Bolsa Mexicana de Valores, S.A. de C.V.?).

As part of the Combined Offer, 60?484,702 Series ?B?, Class II, Shares, representing 19.84% of its capital stock were part of an Initial Public Offer and 15'237,407 Series ?B?, Class II, Shares representing 5% of its capital stock were part of a Secondary Public Offer. The Mexican Banking and Securities Commission approved the public offering on October 22, 2003.

This is the first initial public offer of equity occurring in the Mexican market since 2000, and thus the first carried out under the new regulations applicable to issuers and other participants in the Mexican securities market, which were enacted on March 19, 2003.

The underwriters were lead by GBM Grupo Bursátil Mexicano, S.A. de C.V., Casa de Bolsa. The syndicate was also formed by UBS Casa de Bolsa, S.A. de C.V., Ixe Casa de Bolsa, S.A. de C.V., Inversora Bursátil, S.A. de C.V., Interacciones Casa de Bolsa, S.A. de C.V., Casa de Bolsa Santander Serfin, S.A. de C.V., Valores Finamex Casa de Bolsa, S.A. de C.V., Vector Casa de Bolsa, S.A. de C.V., Invex, Casa de Bolsa, S.A. de C.V., Scotia Inverlat Casa de Bolsa, S.A. de C.V., Casa de Bolsa Banorte, S.A. de C.V., Value, S.A. de C.V., Casa de Bolsa, Merill Lynch México, S.A. de C.V., Casa de Bolsa, Casa de Bolsa Arka, S.A. de C.V., Acciones y Valores de México, S.A. de C.V., Casa de Bolsa, Monex Casa de Bolsa, S.A. de C.V. and MultiValores Casa de Bolsa, S.A. de C.V.

Alberto Baz García de León, Chief Finance Officer of SARE, was responsible for the Combined Public Offer.

Value of deal: Total proceeds: $452,060,990.73 Mexican Pesos.

SARE has a well diversified operation targeting all housing segments including low and middle income homes as well as residences for the upper end of the market. These homes can be acquired with mortgage loans supplied by Commercial Banks or the main housing funds in Mexico such as Infonavit, Sociedad Hipotecaria Federal and Fovissste. The Company was founded 36 year ago and is the housing leader in the Metropolitan area of Mexico City. Currently, SARE has more than 40 developments located in the Federal District as well as the States of Mexico, Puebla, Quintana Roo, Hidalgo, Jalisco and Michoacán.

The housing industry in Mexico presents a great potential for growth. The current housing deficit is estimated in 4.3 million units and new families grow at a rate of 680,000 new marriages per year. Mexico is a young country; the current median age of the population is 22 years. In 30 years those over 20 years of age will rise from 37 to 97 million Mexicans. For 2006 the total housing market is expected to be worth US$20 billion.

SARE was awarded with the National Housing Award on 2002, granted by the Consejo Nacional de Vivienda (Housing National Council).

Mauricio Romero acted as external legal counsel of GBM Grupo Bursátil Mexicano, S.A. de C.V., Casa de Bolsa (underwriter).

Dora Fresno was the in-house lawyer of SARE working in the transaction while Javier Sunderland was the corporate lawyer of GBM Grupo Bursátil Mexicano, S.A. de C.V., Casa de Bolsa in-house lawyer advising in the transaction.