General Shopping Announces Commencement Of Private Exchange Offer

SÃO PAULO, July 5, 2016 /PRNewswire/ -- General Shopping Brasil S.A. (the "Company") (BM&FBOVESPA: GSHP3) today announces that its subsidiary General Shopping Investments Limited (the "Issuer") has commenced a private exchange offer (the "Exchange Offer") in respect of any and all of its outstanding US$150,000,000 principal amount of 12.000% Perpetual Subordinated Fixed to Floating Rate Notes with Interest Deferral Option (the "Existing Notes").

Pursuant to the Exchange Offer, the Issuer is offering to Eligible Holders (as defined below) of the Existing Notes, on the terms and subject to the conditions set forth in an exchange offer memorandum dated July 5, 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 (each global depositary share representing 55 common shares of the Company) (the "Global Depositary Shares"). As used herein, the New Notes, the Guarantees, the Global Depositary Shares and the common shares of the Company underlying the Global Depositary Shares are referred to herein as the "Offered Securities."

The New Notes will be secured by a second ranking mortgage (hipoteca de segundo grau) over part of the interest of Vul Administradora e Incorporadora Ltda. in the real estate registered with the 2nd Real Estate, Titles and Deeds and Corporate Registry Office of Guarulhos under number 105,367, in which "Parque Shopping Maia" is built (which interest mortgaged corresponds to 50.1% of such real estate) (the "Collateral"). The New Notes will be senior to the Existing Notes (which are unsecured subordinated obligations) and to all of our existing and future unsecured indebtedness to the extent of the value of the Collateral securing the New Notes. Interest on the New Notes will begin to accrue on their issue date, which the Issuer expects to be the same as the Settlement Date (as defined 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 CONTAINS CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE EXCHANGE OFFER, IN PARTICULAR, SEE "RISK FACTORS" IN THE EXCHANGE OFFER MEMORANDUM. THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE EXCHANGE OFFER MEMORANDUM.

Subject to the terms and conditions set forth in the Exchange Offer Memorandum, if Eligible Holders of Existing Notes validly tender their Existing Notes:

(i) on or prior to the 5:00 p.m. (New York City time), on July 18, 2016, unless extended by the Issuer (such date and time, as so extended, the "Early Tender Date"), do not validly withdraw their Existing Notes prior to the Withdrawal Deadline (as defined below), and such Existing Notes are accepted for exchange by the Issuer, such Eligible Holders will receive, for each US$1,000 in outstanding principal amount of Existing Notes validly tendered and not validly withdrawn, US$200.00 in aggregate principal amount of New Notes and one Global Depositary Share (each global depositary share representing 55 common shares of the Company); and

(ii) after the Early Tender Date and on or prior to 11:59 p.m. (New York City time), on August 1, 2016, unless extended or earlier terminated by the Issuer (as so extended, the "Expiration Time"), and such Existing Notes are accepted for exchange by the Issuer, such Eligible Holders will receive, for each US$1,000 in outstanding principal amount of Existing Notes validly tendered, US$190.00 in aggregate principal amount of New Notes and one Global Depositary Share (each global depositary share representing 55 common shares of the Company).

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

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) 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) 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 Early Exchange Consideration offered, Eligible Holders are required to tender (i) a minimum principal amount of US$10,000 of Existing Notes in order to be eligible to receive the Early Exchange Consideration, and (ii) a minimum principal amount of US$11,000 of Existing Notes in order to be eligible to receive the Late Exchange Consideration.

Existing Notes validly tendered for exchange may be withdrawn at or before 5:00 p.m. (New York City time), on July 18, 2016, unless extended by the Issuer (such date and time, as the same may be extended, the "Withdrawal Deadline"), or the Issuer is required by law to permit withdrawal. The Early Tender Date can be extended independently of the Withdrawal Deadline.

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 Early Tender Date or 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.

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. Banco Bradesco BBI S.A., HSBC Securities (USA) Inc., Itau BBA USA Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities Inc. are acting as Dealer Managers in 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, and only 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 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 TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

NONE OF THE DEALER MANAGERS, 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, YOU MUST MAKE YOUR OWN DETERMINATION AS TO WHETHER TO TENDER YOUR EXISTING NOTES AND, IF SO, THE AGGREGATE PRINCIPAL AMOUNT OF EXISTING NOTES TO TENDER. YOU SHOULD READ THE EXCHANGE OFFER MEMORANDUM AND CONSULT WITH YOUR 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.