General Shopping Announces Increase In Cash Tender Offer Price To Par Value

SÃO PAULO, July 25, 2018 /PRNewswire/ -- General Shopping e Outlets do Brasil S.A., formerly known as General Shopping Brasil S.A. ("General Shopping"), announced today that GS Finance II Limited ("GS Finance II"), its wholly-owned subsidiary incorporated under the laws of the Cayman Islands, has amended its previously announced cash tender offer (the "Offer") to purchase up to U.S.$ 90.0 million (as may be modified at the discretion of GS Finance II, the "Maximum Acceptance Amount") of General Shopping Finance Limited's 10.0% Perpetual Notes (the "Notes") to increase the tender offer purchase price to par value at U.S.$1,000 per U.S.$1,000 for all tendering holders (the "Increased Total Consideration"), plus Accrued Interest. Holders who tendered their Notes previously as well holders that have not yet tendered their Notes will have the opportunity to tender their Notes until the Expiration Date and receive the Increased Total Consideration.

The terms of the Offer have been further amended to extend the withdrawal deadline to 5:00 P.M., New York City Time, on August 7, 2018. The expiration date for the Offer is still expected to be 11:59 P.M., New York City Time on August 7, 2018 (the "Expiration Date"), the same day of the withdrawal deadline. Settlement for all Notes is expected to occur within two business days following the Expiration Date or as promptly as practicable thereafter (the "Settlement Date"). The Settlement Date is the date on which payment of the Increased Total Consideration plus Accrued Interest will be paid to eligible Holders with respect to Notes that were validly tendered (and not validly withdrawn or rejected) prior to the Expiration Date, subject to the terms and conditions set forth in the Offer Documents (as defined below).

There will no longer be any Early Tender Date, Early Tender Payment or Total Consideration, as all validly tendering Holders will be eligible to receive the Increased Total Consideration, subject to the terms and conditions set forth in the Offer Documents. Accordingly, all references to these and related terms should be disregarded in the Offer to Purchase Statement, dated July 11, 2018 (the "Statement"), and the related Letter of Transmittal (the "Letter Transmittal" and, together with the Statement, the "Offer Documents"). Likewise, the Offer Documents shall be hereby amended such that all references to "Consideration" shall mean the Increased Total Consideration.

As previously announced, GS Finance II's obligation to accept for purchase and pay the consideration for validly tendered Notes is subject to the satisfaction or waiver of certain conditions described in the Offer Documents. Among other conditions, the Offer was conditioned on the tender of a minimum of U.S.$60.0 million of outstanding aggregate principal amount of the Notes (the "Minimum Tender Condition"). GS Finance II hereby announces that it has waived the Minimum Tender Condition and, accordingly, Notes will be accepted for purchase by GS Finance II, subject to the terms and conditions set forth in the Offer Documents, regardless of whether there is a tender of a minimum of U.S.$60.0 million of outstanding aggregate principal amount of the Notes.

The terms and conditions of the Offer (other than those amended pursuant to this announcement) are more fully set forth in the Offer Documents. Except for the amendments described above, all other terms and conditions of the Offer as described in the Offer Documents remain unchanged from the terms and conditions announced at launch of the Offer on July 11, 2018. Capitalized terms used herein and not otherwise defined have the meanings ascribed in the Offer Documents.

The pricing terms of the Offer, as amended by this announcement, are summarized in the table below:

The Offer remains conditioned upon the Financing Condition and the other conditions set forth in the Offer Documents other than the Minimum Tender Condition, which has been waived. If any of these conditions are not satisfied, GS Finance II 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 and the terms set forth in the Statement, GS Finance II has reserved the absolute right, in its sole discretion, to at any time: (i) to waive or modify, in whole or in part, any and all conditions to the Offer; (ii) to extend the Offer; (iii) to modify or terminate the Offer; and (iv) to otherwise amend the Offer, including a change in the Maximum Acceptance Amount, in each case, at any time and from time to time, including, under certain circumstances, without providing notice to Holders.

The Offer is subject to the Maximum Acceptance Amount. The Maximum Acceptance Amount represents the total aggregate consideration available for the Offer and does not reflect the maximum total principal amount of outstanding Notes that may be purchased in the Offer. On the Settlement Date, GS Finance II intends to accept on a pro rata basis the maximum principal amount of Notes validly tendered (and not validly withdrawn or rejected) in the Offer such that the purchase price for the maximum aggregate principal amount of Notes purchased by GS Finance II 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 resulting in an 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. 

GS Finance II reserves the right, in its sole discretion, to change the Maximum Acceptance Amount without reinstating withdrawal rights, subject to compliance with applicable law, which could result in GS Finance II purchasing a greater or lesser amount of the Notes in the Tender Offer.

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, as amended by this announcement. 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 15 operating shopping centers where it develops its activities. As of March 31, 2018, these shopping centers had an aggregate of 348.9 thousand square meters of gross leasable area (área bruta locável) and approximately 1,802 stores. General Shopping's ownership interest in such shopping centers represents 67.9% 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 II and General Shopping Finance Limited. These forward-looking statements include, but are not limited to, the expectation of GS Finance II to effect the Offer and other events upon which the Offer is 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 II'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 II 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 II. Neither General Shopping nor its subsidiaries, including GS Finance II and General Shopping Finance Limited, undertake any obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances. GS Finance II's estimates and forward-looking statements may be influenced by the following factors, among others: (i) GS Finance II'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 II 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 II, General Shopping Finance Limited and General Shopping to predict these events or how they may affect it or General Shopping's anticipated results. Neither General Shopping nor GS Finance II nor General Shopping Finance Limited 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 II'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 Dealer Managers for the Offer are Merrill Lynch, Pierce, Fenner & Smith Incorporated and Itau BBA USA Securities, Inc. Questions regarding the Offer may be directed to BofA Merrill Lynch at 800-292-0070 (toll-free) and +1-646-855-8988 (collect) or Itau BBA at 888-770-4828 (toll-free) and +1-212-710-6749 (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.

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (866) 751-6310
[email protected] 

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Marcio Snioka
Investor Relations Officer
General Shopping e Outlets do Brasil S.A.

SOURCE General Shopping e Outlets do Brasil S.A.; GS Finance II Limited