SAO PAULO, Oct. 22, 2015 /PRNewswire/ — General Shopping Brasil S.A. (“General Shopping“) hereby announces the final results of the previously announced cash tender offer (the “Offer“) to purchase up to U.S.$50.0 million (the “Maximum Acceptance Amount“) of the 10.0% Perpetual Notes (the “Notes“) of General Shopping Finance Limited (“GS Finance“), its wholly-owned subsidiary.

The tender for the Notes expired on 11:59 p.m., New York City time, on October 21, 2015 (the “Expiration Date“). On the Expiration Date, GS Finance received valid tenders from holders of Notes in an aggregate principal amount of U.S.$85,839,000, of which U.S.$83,579,000 in aggregate principal amount was received on or prior to 5:00 p.m., New York City time, on October 6, 2015 (the “Early Tender Date“). 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 September 16, 2015, as amended by the press release on September 30, 2015 (the “Offer to Purchase“) extending both the Early Tender Date and the Expiration Date.

In addition, General Shopping hereby announces that the conditions to the Offer, including the financing condition, have been satisfied or waived. Payment for the Notes accepted for purchase that were validly tendered on or prior to the Expiration Date, including the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date, is expected to be made on October 28, 2015 or as soon as practicable thereafter. The aggregate amount of Notes validly tendered on or prior to the Expiration Date, including the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date, is set forth on the table below:

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 together with 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 16 operating shopping centers where it develops its activities. As of June 30, 2015, these shopping centers had an aggregate of 342.5 thousand square meters of gross leasable area (area bruta locavel) and approximately 1,797 stores. General Shopping’s ownership interest in such shopping centers represents 73.11% 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. These forward-looking statements include, but are not limited to, the expectation of GS Finance to effect the Offer. The estimates and forward-looking statements set forth herein are mainly based on GS Finance’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 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. Neither General Shopping nor its subsidiaries, including GS Finance, undertake any obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances. GS Finance’s estimates and forward-looking statements may be influenced by the following factors, among others: (i) GS Finance’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 by GS Finance 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 to predict these events or how they may affect it or General Shopping’s anticipated results. Neither General Shopping nor GS Finance 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’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 Sole Dealer Manager for the Offer is Santander Investment Securities Inc. Questions regarding the Offer may be directed to Santander at 855-404-3636 (toll-free) and 212-940-1442 (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) 521-4487
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Marcio Snioka
Investor Relations Officer
General Shopping Brasil S.A.

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SOURCE General Shopping Brasil S.A.