GENERAL SHOPPING FINANCE LIMITED (INCORPORATED IN THE CAYMAN ISLANDS) U.S.$250,000,000 10.00% PERPETUAL NOTES (CUSIP: 370835AB6/G3812BAB6; ISIN: US370835AB62/USG3812BAB65) UNCONDITIONALLY GUARANTEED BY GENERAL SHOPPING BRASIL S.A. AND SUBSTANTIALLY

Posted on: September 16, 2015 at 12:31 pm, by admin

SAO PAULO, Sept. 16, 2015 /satPRnews.com/ — General Shopping Brasil S.A. (“General Shopping“) announced today that General Shopping Finance Limited (“GS Finance“), its wholly-owned subsidiary, has commenced a tender offer to purchase for cash (the “Offer“) up to U.S.$50.0 million (the “Maximum Acceptance Amount“) of its 10.0% Perpetual Notes (the “Notes“). The Offer is being made upon the terms and subject to the conditions of GS Finance’s Offer to Purchase Statement (the “Statement“), dated September 16, 2015, which sets forth a more comprehensive description of the terms of the Offer. Santander Investment Securities Inc. is the Sole Dealer Manager for the Offer.

Holders who properly tender their Notes (and do not validly withdraw) on or prior to 5:00 p.m., New York City time, on September 29, 2015, unless extended or earlier terminated (the “Early Tender Date“), will be eligible to receive the total consideration of U.S.$510.00 per U.S.$1,000 principal amount of the tendered Notes, which includes an early tender payment equal to U.S.$30.00 per U.S.$1,000. Holders who properly tender after the Early Tender Date but on or prior to the Expiration Date specified below will be eligible to receive the tender offer consideration of U.S.$480.00 per U.S.$1,000 principal amount of the tendered Notes, which equals the Total Consideration less the Early Tender Payment. In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest in respect of such Notes from the last interest payment date prior to, but not including, the Settlement Date.

The Offer is scheduled to expire at 11:59 p.m., New York City time, on October 14, 2015, unless extended or earlier terminated (the “Expiration Date“). Settlement for all Notes, regardless of whether tendered at or prior to the Early Tender Date or at or prior to the Expiration Date, is expected to occur within five business days following the Expiration Date or as promptly as practicable thereafter. On the Settlement Date, GS Finance intends to accept on a pro rata basis the maximum principal amount of Notes validly tendered in the Offer such that the maximum aggregate principal amount of Notes purchased in the Offer does not exceed the Maximum Acceptance Amount, subject to the terms and conditions of the Offer. As a result, if holders of Notes validly tender and do not withdraw Notes in an amount in excess of the Maximum Acceptance Amount, Holders may have a portion of their Notes returned to them, with the amount of Notes returned being dependent on the overall level of participation in the Offer.

Consummation of the Offer, and payment for the tendered Notes, is subject to the satisfaction or waiver of certain conditions described in the Statement, including, among other customary conditions, that GS Finance or its affiliates (including General Shopping) secure appropriate financing to fund the Offer through (1) the issuance of debt and/or equity securities in Brazil, (2) other real-denominated financing, including bank financing, and (3) the sale of ownership interests in one or more of General Shopping’s shopping malls. If any of the conditions are not satisfied, GS Finance is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Offer. In addition, subject to applicable law, GS Finance has reserved the absolute right, in its sole discretion, to at any time to: (i) waive or modify in whole or in part any and all conditions to the Offer; (ii) extend the Offer; (iii) modify or terminate the Offer; and (iv) otherwise amend the Offer in any respect, including without providing notice to Holders under certain circumstances.

Holders may withdraw their tenders at any time before 5:00 p.m. on September 29, 2015, unless extended.

(1) Per U.S.$1,000 Principal Amount of Notes

(2) Payable only to Holders who tender at or prior to the Early Tender Date

(3) Amounts exclude Notes held by General Shopping and its affiliates.

This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security in the United States or in any other jurisdiction. The Offer is made only by means of the Statement and the related letter of transmittal. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

ABOUT GENERAL SHOPPING. General Shopping believes it is a leading participant in the shopping center industry in Brazil, and owns all or part of 16 operating shopping centers where it develops its activities. As of June 30, 2015, these shopping centers had an aggregate of 342.5 thousand square meters of gross leasable area (area bruta locavel) and approximately 1,797 stores. General Shopping’s ownership interest in such shopping centers represents 75.4% of its gross leasable area.

LEGAL NOTICE. This announcement contains forward-looking statements that are identified by terms and phrases such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” “will” and similar expressions and include references to assumptions and relate to the future prospects, developments and business strategies of General Shopping and its subsidiaries, including GS Finance. These forward-looking statements include, but are not limited to, the expectation of GS Finance to effect the Offer and other events upon which the Offer are conditioned, such as obtaining appropriate funding through the transactions described herein. The estimates and forward-looking statements set forth herein are mainly based on GS Finance’s current expectations and estimates on projections of future events and trends, which affect or may affect its and General Shopping’s businesses and results of operations. Although GS Finance believes that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to GS Finance. Neither General Shopping nor its subsidiaries, including GS Finance, undertake any obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances. GS Finance’s estimates and forward-looking statements may be influenced by the following factors, among others: (i) GS Finance’s ability to effect the Offer and satisfy or waive any conditions thereto, including its ability to secure financing on acceptable terms or at all; (ii) inflation, currency fluctuations and fluctuations in prevailing interest rates, particularly fluctuations in the value of the real in relation to the U.S. dollar; (iii) general economic, political and business conditions in Brazil and particularly in the geographic markets General Shopping serves, including the impact of the recent economic slowdown and political instability in Brazil; (iv) General Shopping’s credit rating and the rating of the Notes; (v) changes in General Shopping’s customer demand and preferences, as well as the financial condition of its tenants and customers; (vi) competition in the shopping center industry in Brazil as a whole and particularly in General Shopping’s areas of operations; (vii) General Shopping’s ability to implement its business plan; (viii) changes in the retail market in Brazil; (ix) existing and future laws and government regulations applicable to General Shopping’s business; (x) increases in General Shopping’s costs; (xi) the level of indebtedness and other financial obligations of General Shopping; (xii) interests of and actions taken by General Shopping’s controlling shareholders; (xiii) General Shopping’s ability to integrate businesses or assets it acquires into its existing business; (xiv) events of force majeure; and (xv) other risk factors generally applicable to General Shopping’s operations.

Forward-looking statements made by GS Finance in this announcement, or elsewhere, speak only as of the date on which the statements were made. New risks and uncertainties arise from time to time, and it is impossible for GS Finance to predict these events or how they may affect it or General Shopping’s anticipated results. Neither General Shopping nor GS Finance has any duty to, and does not intend to, update or revise the forward-looking statements in this announcement, except as may be required by law. In light of these risks and uncertainties, readers should keep in mind that any forward-looking statement made in this announcement may not occur, including, but not limited to, GS Finance’s ability to effect the Offer satisfy or waive any conditions thereto. All data presented herein is as of the date of this announcement unless otherwise noted.

The Sole Dealer Manager for the Tender Offer is Santander Investment Securities Inc. Questions regarding the Tender Offer may be directed to Santander at 855-404-3636 (toll-free) and 212-940-1442 (collect). Any questions or requests for assistance or for additional copies of this notice may be directed to DF King & Co., Inc., the tender and information agent, at its telePhone number set forth below or, if by any Holder, to such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

 

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