General Shopping Announces Results of Tender Offer for its 10.0% Perpetual Notes

SAO PAULO, Aug. 8, 2018 /PRNewswire/ --

GS FINANCE II LIMITED
(incorporated under the laws of the Cayman Islands)

Offer to Purchase for Cash
Up to Maximum Acceptance Amount of U.S.$90.0 Million of General Shopping Finance Limited's
Outstanding 10.00% Perpetual Notes
(CUSIP: 370835AB6/G3812BAB6; ISIN: US370835AB62/USG3812BAB65)

unconditionally guaranteed by
General Shopping e Outlets do Brasil S.A. and substantially all of its subsidiaries

General Shopping e Outlets do Brasil S.A., formerly known as General Shopping Brasil S.A. ("General Shopping"), hereby announces the final results of the previously announced cash tender offer (the "Offer") by GS Finance II Limited ("GS Finance II"), its wholly-owned subsidiary incorporated under the laws of the Cayman Islands, to purchase up to U.S.$90.0 million (the "Maximum Acceptance Amount") of General Shopping Finance Limited's 10.0% Perpetual Notes (the "Notes").

The tender for the Notes expired on 11:59 p.m., New York City time, on August 7, 2018 (the "Expiration Date"). On the Expiration Date, GS Finance II received valid tenders from holders of Notes in an aggregate principal amount of U.S.$48,297,000. Participation in the Offer did not exceed the Maximum Acceptance Amount and, therefore, the Offer will not be subject to proration procedures described in the Offer to Purchase Statement, dated July 11, 2018 (as amended by the press release dated July 25, 2018, the "Offer to Purchase").

In addition, General Shopping hereby announces that the conditions to the Offer, including the financing condition described in the Offer to Purchase, have been satisfied or waived. Payment for the Notes accepted for purchase that were validly tendered on or prior to the Expiration Date is expected to be made on August 9, 2018 or as soon as practicable thereafter (the "Settlement Date"). It is expected that GS Finance II will continue to hold the Notes validly tendered and accepted for purchase at the conclusion of the Offer.

The aggregate amount of Notes validly tendered on or prior to the Expiration Date is set forth on the table below:

(1)       Corresponds to amount to be paid for each U.S.$1,000 principal amount of the Notes validly tendered and accepted for purchase. In addition, accrued interest from the last interest payment date on the Notes preceding, but not including, the Settlement Date will be paid.

(2)       Reflects the principal amount outstanding as of the commencement of the Offer.  GS Finance II will continue to hold the Notes validly tendered and accepted for purchase at the conclusion of the 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 Offer to Purchase 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 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 their 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 and settle the Offer. 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; (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 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. 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]

* * *
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