General Shopping Announces The Waiver Of The Minimum Tender Condition And The Grant Of Withdrawal Rights

SAO PAULO, July 25, 2016 /PRNewswire/ -- General Shopping Brasil S.A. (the "Company") (BM&FBOVESPA: GSHP3) today announces (i) the waiver of the Minimum Tender Condition and (ii) the grant of withdrawal rights in the private exchange offer (the "Exchange Offer") of 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 commenced on July 5, 2016 and was amended on July 19, 2016.

As previously announced, 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, and as hereby further amended by this press release dated July 25, 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"). Eligible Holders of Existing Notes who have not tendered Existing Notes in the Exchange Offer may do so at any time until the Expiration Time.

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

Waiver of the Minimum Tender Condition

As previously announced, the exchange of Existing Notes for New Notes and Global Depositary Shares in the Exchange Offer is conditioned upon the Minimum Tender Condition and the General Conditions. The Minimum Tender Condition is the condition that more than 80% of the aggregate outstanding principal amount of Existing Notes shall have been validly tendered and not withdrawn in the Exchange Offer. For a description of the General Conditions, see "The Exchange Offer—Conditions to the Exchange Offer" in the Exchange Offer Memorandum.

The Issuer hereby announces that it has waived the Minimum Tender Condition so that the exchange of Existing Notes for New Notes and Global Depositary Shares in the Exchange Offer is no longer conditioned upon the Minimum Tender Condition.  The Exchange Offer remains conditioned upon the General Conditions, certain of which the Issuer may waive in its sole and absolute discretion.

Withdrawal Rights

The Issuer hereby announces that it has amended the terms of the Exchange Offer to permit Existing Notes tendered in the Exchange Offer to be validly withdrawn at any time at or before 11:59 p.m. (New York City time) on August 1, 2016, which is the Expiration Time.

To be effective, a notice of withdrawal must be received by the Information and Exchange Agent through ATOP (or analogous procedures of either Euroclear or Clearstream), in each case not later than the Expiration Time. This notice must specify (a) the name of the person or entity having tendered the Existing Notes to be withdrawn, and (b) the Existing Notes to be withdrawn including the name and the participant account number of the participant entity at either DTC, Euroclear or Clearstream to be credited with the withdrawn Existing Notes. Eligible Holders of the Existing Notes are advised to inform themselves with the bank, securities broker or any other intermediary through which they hold their Existing Notes whether such intermediary would require receiving instructions to participate in, or withdraw their instruction to participate in, the Exchange Offer on or prior to the deadlines set out in the Exchange Offer Memorandum. The Issuer will make a final and binding determination on all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices. Any Existing Notes so withdrawn will be deemed not to have been validly tendered for exchange for the purposes of the Exchange Offer.

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 CONFIDENTIAL 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.

Amendment to the Exchange Offer Memorandum

The Issuer hereby announces that the Exchange Offer Memorandum shall be deemed to be amended so that:

• all references in the Exchange Offer Memorandum to the "Minimum Tender Condition" shall be disregarded as the Issuer has waived the Minimum Tender Condition as a condition to the Exchange Offer as described above; and
  
  
• the withdrawal rights described under "Withdrawal Rights" above shall be deemed part of the terms of the Exchange Offer described in the Exchange Offer Memorandum.

Except as stated above, all terms and conditions of the Exchange Offer Memorandum remain the same.

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 as further amended by this press release dated July 25, 2016. The Exchange Offer 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.