General Shopping Announces An Extension Of The Early Tender Date And An Increase In The Consideration Offered In Connection With Its Private Exchange Offer

SAO PAULO, July 19, 2016 /PRNewswire/ -- General Shopping Brasil S.A. (the "Company") (BM&FBOVESPA: GSHP3) today announces that its subsidiary General Shopping Investments Limited (the "Issuer") has (i) extended the Early Tender Date to the Expiration Time (as defined below) and (ii) increased the consideration that is being offered to Eligible Holders (as defined below) in connection with a private exchange offer (the "Exchange Offer") in respect of any and all of the Issuer's outstanding US$150,000,000 principal amount of 12.000% Perpetual Subordinated Fixed to Floating Rate Notes with Interest Deferral Option (the "Existing Notes") which commenced on July 5, 2016.

Pursuant to the Exchange Offer, the Issuer is offering to Eligible Holders of the Existing Notes, on the terms and subject to the conditions set forth in the exchange offer memorandum dated July 5, 2016, as amended and supplemented by a supplemental exchange offer memorandum dated July 19, 2016 (as it may be amended, modified or supplemented from time to time, the "Exchange Offer Memorandum"), the opportunity to exchange any and all of their Existing Notes for (i) newly issued U.S. dollar-denominated 10%/12% Senior Secured PIK Toggle Notes due 2026 (the "New Notes") to be issued by the Issuer and unconditionally and irrevocably guaranteed (the "Guarantees") by the Company and each of Levian Participações e Empreendimentos Ltda. and Vul Administradora e Incorporadora Ltda. (together with the Company, the "Guarantors") and (ii) global depositary shares (the "Global Depositary Shares"), representing common shares of the Company ("common shares"). As used herein, the New Notes, the Guarantees, the Global Depositary Shares and the common shares underlying the Global Depositary Shares are referred to herein as the "Offered Securities." The Exchange Offer will expire at 11:59 p.m. (New York City time) on August 1, 2016, unless extended by the Issuer (such date and time, as so extended, the "Expiration Time").

Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Exchange Offer Memorandum.

The Exchange Offer and the Offered Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws or the laws of any other jurisdiction.

THE EXCHANGE OFFER MEMORANDUM IS CONFIDENITAL AND IS ONLY DIRECTED AT, AND CAN ONLY BE ACCESSED BY, ELIGIBLE HOLDERS. DOCUMENTS RELATING TO THE EXCHANGE OFFER WILL ONLY BE DISTRIBUTED TO ELIGIBLE HOLDERS OF EXISTING NOTES. ELIGIBLE HOLDERS CAN ONLY ACCESS THE EXCHANGE OFFER MEMORANDUM AND RELATED DOCUMENTS IF THEY ELECTRONICALLY COMPLETE AN ELIGIBILITY LETTER BY FOLLOWING THE PROCEDURES DESCRIBED BELOW. ELIGIBLE HOLDERS SHOULD NOTE THAT THE EXCHANGE OFFER MEMORANDUM CONTAINS CERTAIN IMPORTANT INFORMATION THAT ELIGIBLE HOLDERS SHOULD READ BEFORE MAKING ANY DECISION WITH RESPECT TO THE EXCHANGE OFFER, INCLUDING "RISK FACTORS" BEGINNING ON PAGE 27 OF THE EXCHANGE OFFER MEMORANDUM.

Extension of the Early Tender Date

The Issuer hereby announces that the previously announced Early Tender Date for the Exchange Offer has been extended to 11:59 p.m. (New York City time) on August 1, 2016, which is the same as the Expiration Time. Therefore, subject to the terms and conditions of the Exchange Offer, all valid tenders of Existing Notes that are not validly withdrawn (in the event withdrawal rights are provided by the Issuer after the date of this announcement) and are accepted for exchange by the Issuer, regardless of whether tendered prior to or following the Early Tender Date, will be entitled to the Increased Exchange Consideration (as defined below).

Existing Notes validly tendered for exchange were permitted to be withdrawn at or before 5:00 p.m. (New York City time) on July 18, 2016 (the "Withdrawal Deadline"). Accordingly, the Withdrawal Deadline has occurred and Holders that have tendered Existing Notes in the Exchange Offer may no longer withdraw their Existing Notes, unless withdrawal rights are provided by the Issuer after the date of this announcement.

Increase in the Consideration Payable to Eligible Holders

Subject to the terms and conditions set forth in the Exchange Offer Memorandum, the Issuer hereby announces an increase in the consideration to Eligible Holders of Existing Notes who validly tender their Existing Notes on or prior to the Expiration Time, and do not validly withdraw their Existing Notes (in the event withdrawal rights are provided by the Issuer after the date of this announcement) if such Existing Notes are accepted for exchange by the Issuer. Such Eligible Holders shall be entitled to receive, for each US$1,000 in outstanding principal amount of Existing Notes validly tendered and not validly withdrawn (in the event withdrawal rights are provided by the Issuer after the date of this announcement), US$260.00 in aggregate principal amount of New Notes and one Global Depositary Share, representing 73 common shares (the "Increased Exchange Consideration"). Such Increased Exchange Consideration will be payable to Eligible Holders who validly tendered (and did not validly withdraw) their Existing Notes on or prior to the Early Tender Date, as well as those Eligible Holders who validly tender their Existing Notes on or prior to the Expiration Time, in each case, whose Existing Notes are accepted for exchange by the Issuer.

The Issuer will not pay accrued and unpaid interest on the Existing Notes accepted in the Exchange Offer.

The following table sets forth the Increased Exchange Consideration for Existing Notes for which the New Notes and Global Depositary Shares are being offered:

Tendering holders of Existing Notes must tender Existing Notes in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof (which are the minimum denominations of the Existing Notes). The New Notes will be issued in minimum denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. Accordingly, the aggregate principal amount of New Notes issued to each participating holder for all of its Existing Notes validly tendered and not validly withdrawn (in the event withdrawal rights are provided by the Issuer after the date of this announcement) and accepted for exchange by the Issuer will be rounded down, if necessary, to US$2,000 or the nearest whole multiple of US$1,000 in excess thereof. This rounded down amount will be the principal amount of New Notes that Eligible Holders will receive, and no additional cash will be paid in lieu of any principal amount of New Notes not received as a result of such rounding down. Similarly, the number of Global Depositary Shares issued to each participating holder for all of its Existing Notes validly tendered and not validly withdrawn (in the event withdrawal rights are provided by the Issuer after the date of this announcement) will be rounded down, if necessary, to the nearest whole Global Depositary Share, and no additional cash will be paid in lieu of any fractions of Global Depositary Shares not received as a result of such rounding down. As a result of the terms described above and the Increased Exchange Consideration offered, Eligible Holders are required to tender a minimum principal amount of US$8,000 of Existing Notes in order to be eligible to receive the Increased Exchange Consideration.

The exchange of Existing Notes for New Notes and Global Depositary Shares in the Exchange Offer is conditioned upon (i) the exchange of at least 80% of the outstanding aggregate principal amount of the Existing Notes and (ii) the General Conditions (as defined in the Exchange Offer Memorandum), any of which may be waived by the Issuer in its sole and absolute discretion. The Issuer reserves the right, in its sole and absolute discretion and subject to applicable law, regardless of whether the conditions for the Exchange Offer are satisfied, at any time and from time to time to (1) extend the Expiration Time and retain all tendered Existing Notes; (2) terminate the Exchange Offer; and/or (3) waive any and all conditions to the Exchange Offer or otherwise modify the terms of the Exchange Offer in any respect.

Amendments to the Exchange Offer Memorandum

The Issuer hereby announces that the following amendments shall be deemed to be made to the Exchange Offer Memorandum:

• all references in the Exchange Offer Memorandum to the Early Exchange Consideration and the Late Exchange Consideration shall be disregarded as all valid tenders of Existing Notes in the Exchange Offer will be entitled to receive the Increased Exchange Consideration as described above;

• all references in the Exchange Offer Memorandum to the issuance by the Issuer of up to a limit of US$30.0 million in aggregate principal amount of New Notes pursuant to the Exchange Offer shall be amended so that the Issuer may issue up to a limit of US$39.0 million in aggregate principal amount of New Notes pursuant to the Exchange Offer;

• all references in the Exchange Offer Memorandum to the issuance by the Company of 8,250,000 common shares pursuant to the Exchange Offer (assuming that holders representing 100% of the aggregate principal amount of the Existing Notes participate in the Exchange Offer and tender (and do not validly withdraw) their Existing Notes for exchange and all of such Existing Notes are accepted for exchange by the Issuer pursuant to the Exchange Offer), representing approximately 11.3% of the increased share capital immediately following consummation of the Exchange Offer, shall be amended so that, subject to the same assumptions, the Company would issue 10,950,000 common shares pursuant to the Exchange Offer representing approximately 14.4% of the increased share capital;

• all references in the Exchange Offer Memorandum to each Global Depositary Share representing 55 of the Company's common shares shall be amended so that each Global Depositary Share represents 73 of the Company's common shares; and

• all references in the Exchange Offer Memorandum to Eligible Holders being required to tender a minimum principal amount of US$10,000 of Existing Notes in order to be eligible to receive the Early Exchange Consideration or US$11,000 of Existing Notes in order to be eligible to receive the Late Exchange Consideration shall be amended to reflect that Eligible Holders are required to tender a minimum principal amount of US$8,000 of Existing Notes in order to be eligible to receive the Increased Exchange Consideration, as described above.

Eligible Holders should carefully read the Exchange Offer Memorandum before they make any decision with respect to the Exchange Offer. The supplemental exchange offer memorandum dated July 19, 2016 amends and supplements the information contained in the exchange offer memorandum dated July 5, 2016. To the extent that there is any inconsistency between any statement in the supplemental exchange offer memorandum dated July 19, 2016 or any statement in the exchange offer memorandum dated July 5, 2016, the statements in the supplemental exchange offer memorandum will prevail. Similarly, to the extent there is any inconsistency between, on the one hand, any statement in the exchange offer memorandum dated July 5, 2016 and the press release dated July 5, 2016 entitled "General Shopping Announces Commencement of Private Exchange Offer" and, on the other hand, the supplemental exchange offer memorandum dated July 19, 2016, the statements in the supplemental exchange offer memorandum will prevail.

In addition, the sections of the Exchange Offer Memorandum entitled "Important Dates," "Accretion" and the first two paragraphs under "Principal Shareholders" shall be replaced in their entirety with the corresponding sections set forth below.

Except as stated above, all terms and conditions of the exchange offer memorandum dated July 5, 2016, as supplemented by the supplemental exchange offer memorandum dated July 19, 2016, remain the same.

Important Dates

Please take note of the following important dates and times in connection with the Exchange Offer, as some dates have changed. Each of the times and dates in the table below is indicative only and may be subject to change. Accordingly, the actual timetable may differ significantly from the expected timetable set out below. References to times in the timetable are to New York City time. Eligible Holders of Existing Notes wishing to participate in the Exchange Offer are also required to comply with the respective requirements and deadlines imposed by each of DTC, Euroclear and Clearstream for the submission of electronic instructions. See "The Exchange Offer—Procedures for Tendering the Existing Notes in the Exchange Offer" in the Exchange Offer Memorandum.

Holders of Existing Notes who would like to tender Existing Notes in exchange for New Notes and Global Depositary Shares should be sure to allow enough time for the necessary documents to be timely received by the Information and Exchange Agent.  Neither the Issuer nor the Dealer Managers are required to notify Eligible Holders of defects or irregularities in tenders of Existing Notes for exchange.

Accretion

Eligible Holders of Existing Notes who elect to participate in the Exchange Offer will experience an immediate accretion of their investment, calculated as the difference between the book value per common share used as a basis for the Company's capital increase and the pro forma book value per common share immediately following the Settlement Date (as defined in the Exchange Offer Memorandum), as described below.

As of March 31, 2016, the shareholders' equity of the Company was R$850.3 million and its capital stock consisted of 65,000,000 common shares. Based on the shareholders' equity as of March 31, 2016, the Company's book value per common share was R$13.08. Book value per common share represents the Company's total assets net of its total liabilities, divided by the total number of common shares outstanding.

Accretive Effects of the Exchange Offer

After giving effect to (i) the purchase and cancellation of US$150.0 million aggregate principal amount of the Existing Notes pursuant to the Exchange Offer, (ii) the issuance of US$39.0 million aggregate principal amount in New Notes pursuant to the Exchange Offer and (iii) the issuance of 10,950,000 common shares (represented by an aggregate of 150,000 Global Depositary Shares), in the total amount of US$39.8 million and without giving effect to the payment of fees and expenses related to the Exchange Offer, the Company's estimated total adjusted shareholders' equity as of March 31, 2016 would be approximately R$1,312.5 million, representing a book value of R$17.28 per common share. Each of the foregoing assumptions assumes that holders representing 100% of the aggregate principal amount of the Existing Notes participate in the Exchange Offer and tender their Existing Notes for exchange and all of such Existing Notes are accepted for exchange by the Issuer pursuant to the Exchange Offer.

Given the book value per common share set forth above, the consummation of the Exchange Offer, based on the foregoing assumptions, would represent an immediate increase in the book value per common share of R$4.20 (or 32.1%) to existing shareholders and an immediate accretion of book value per common share of R$4.33 (33.4%) to Eligible Holders who participate in the Exchange Offer. This accretion represents the difference between the value per common share of R$12.95 (which is based on a capital increase of R$141.8 million (corresponding to US$39.8 million) divided by 10,950,000) and the pro forma book value per common share immediately following the Settlement Date.

The following table illustrates this accretion per common share:

Principal Shareholders

The table below sets forth the number of shares issued by the Company and held directly by its principal shareholders as of the date of the Exchange Offer Memorandum:

Assuming the issuance of 150,000 Global Depositary Shares, representing 10,950,000 of the Company's common shares (with each Global Depositary Share representing 73 of the Company's common shares), the Company expects the number of shares issued and held directly by its principal shareholders to conform to the table below, immediately following the consummation of the Exchange Offer:

General

Subject to the terms of the Exchange Offer set forth in the Exchange Offer Memorandum, delivery of the New Notes and the Global Depositary Shares is currently expected to be made in book entry form through the facilities of The Depositary Trust Company and its direct and indirect participants on the Settlement Date, which is currently expected to be on or about August 10, 2016.

Documents relating to the Exchange Offer will only be distributed to Eligible Holders of Existing Notes. Eligible Holders can only access the Exchange Offer Memorandum and related documents if they electronically complete an eligibility certification (the "Eligibility Letter") set out on the website of the Information and Exchange Agent at www.dfking.com/gs. Upon receipt of a duly completed eligibility certification, the Information and Exchange Agent will email login details to that Eligible Holder so that they can access a copy of the Exchange Offer Memorandum and related documents on that website.

Holders will be eligible to participate in the Exchange Offer only if they are (i)(A) "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") or (B) non U.S. persons outside the United States purchasing in offshore transactions in reliance on Regulation S under the Securities Act ("Regulation S"), (ii) persons that are not "Disqualified Non-U.S. Holders" (as defined below) and (iii) a person whose receipt and review of the Exchange Offer Memorandum and participation in the Exchange Offer is otherwise permitted under the laws and regulations of any jurisdiction applicable to them. Holders of Existing Notes who meet the foregoing criteria are referred to as "Eligible Holders." Only Eligible Holders are authorized to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offer.

A "Disqualified Non-U.S. Holder" is a person that is either (a) located or resident in a member state of the European Economic Area ("EEA") that has implemented the Prospectus Directive (a "Relevant Member State") who is not an Eligible EEA Investor (as defined in the Eligibility Letter) (the expression "Prospectus Directive" means Directive 2003/71/EC, together with any amendments thereto, including the 2010 Prospectus Directive Amending Directive, to the extent implemented in the Relevant Member State and any applicable implementing measures in each relevant member state), or (b) located or resident in the United Kingdom who is not (i) an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) a high net worth entity or other person falling within Article 49(2)(a) to (d) of the Order.

D.F. King & Co., Inc. is acting as Information and Exchange Agent for the Exchange Offer.

Holders of Existing Notes can contact the Information and Exchange Agent, D.F. King & Co., Inc., Attn: Peter Aymar, at 48 Wall Street, 22nd Floor, New York, NY 10005, telephone number: (866) 620-2538 (toll-free), (212) 269-5550 (collect) or email [email protected]. Requests for documentation should be directed to the Information and Exchange Agent.

The Exchange Offer is being made solely pursuant to the exchange offer memorandum dated July 5, 2016, as amended and supplemented by a supplemental exchange offer memorandum dated July 19, 2016, and is only being made to such persons and in such jurisdictions as are permitted under applicable law.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR THE SOLICITATION OF AN OFFER TO SELL OR EXCHANGE ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER IS PROHIBITED, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD OR EXCHANGED IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. NONE OF THE COMPANY, THE ISSUER OR THE SUBSIDIARY GUARANTORS INTENDS TO REGISTER ANY SECURITIES TO BE ISSUED IN THE EXCHANGE OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SUCH SECURITIES IN ANY JURISDICTION. THE EXCHANGE OFFER IS MADE SOLELY PURSUANT TO THE EXCHANGE OFFER MEMORANDUM.

NEITHER THE EXCHANGE OFFER MEMORANDUM NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE EXCHANGE OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE EXCHANGE OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

NONE OF THE DEALER MANAGERS APPOINTED IN RELATION TO THE EXCHANGE OFFER, THE INFORMATION AND EXCHANGE AGENT, THE ISSUER, THE COMPANY, THE GUARANTORS OR THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFER AS TO WHETHER OR NOT ANY ELIGIBLE HOLDER OF EXISTING NOTES SHOULD TENDER OR REFRAIN FROM TENDERING THEIR EXISTING NOTES, AND NO PERSON HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. ACCORDINGLY, ELIGIBLE HOLDERS MUST MAKE THEIR OWN DETERMINATION AS TO WHETHER TO TENDER THEIR EXISTING NOTES AND, IF SO, THE AGGREGATE PRINCIPAL AMOUNT OF EXISTING NOTES TO TENDER. ELIGIBLE HOLDERS SHOULD READ THE EXCHANGE OFFER MEMORANDUM AND CONSULT WITH THEIR FINANCIAL, LEGAL AND TAX ADVISORS TO MAKE THAT DECISION.

This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. No person assumes any obligation to update or correct the information contained in this announcement.

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Exchange Offer and the Offered Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such New Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

SOURCE General Shopping Brasil S.A.