SAO PAULO, Aug. 3, 2016 /PRNewswire/ -- General Shopping Brasil S.A. (the "Company") (BM&FBOVESPA: GSHP3) today announces the final results of the private exchange offer (the "Exchange Offer") by its subsidiary General Shopping Investments Limited (the "Issuer") 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 expired at 11:59 p.m.(New York City time) on August 2, 2016 (the "Expiration Time"). As of the Expiration Time, the Issuer had received valid tenders in respect of US$34,420,000 in aggregate principal amount of the Existing Notes, representing 22.95% of the outstanding aggregate principal amount of the Existing Notes.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the exchange offer memorandum dated July 5, 2016, as amended and supplemented by a supplemental exchange offer memorandum dated July 19, 2016 and as further amended by press releases dated July 25, 2016 and August 2, 2016 (as so amended and supplemented, the "Exchange Offer Memorandum").
The Exchange Offer and the securities offered thereby 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.
Upon the terms and subject to the conditions of the Exchange Offer set forth in the Exchange Offer Memorandum (including those set forth under "The Exchange Offer—Acceptance of Existing Notes for Exchange"), all Existing Notes validly tendered and not validly withdrawn at or prior to the Expiration Time have been accepted for exchange. 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. The New Notes have been assigned the following security identifiers: 370837 AB2 and G3812T AB7 (CUSIP); US370837AB29 and USG3812TAB73 (ISIN); and 146941796 and 146941885 (Common Codes). The Global Depositary Shares have been assigned the following security identifiers: 370834 103 and 370834 202 (CUSIP); US3708341033 and US3708342023 (ISIN); and 146964389 and 146964451 (Common Codes).
D.F. King & Co., Inc. acted 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 firstname.lastname@example.org. Requests for documentation should be directed to the Information and Exchange Agent.
The Exchange Offer was made solely pursuant to the Exchange Offer Memorandum. The Exchange Offer was only made to such persons and in such jurisdictions as are permitted under applicable law.
The Issuer, the Company, the Guarantors and their respective affiliates reserve the right, in their sole and absolute discretion, to purchase or make offers to purchase, and to redeem in accordance with the terms and conditions of the Existing Notes, any Existing Notes that remain outstanding and, to the extent permitted by applicable law, to purchase Existing Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchase or offer could differ from the terms of the Exchange Offer.
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 WERE REQUIRED TO 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 WERE REQUIRED TO 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.
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SOURCE General Shopping Brasil S.A.