Le Lézard
Classified in: Business, Covid-19 virus
Subject: TNM

ANNOUNCEMENT- General Shopping Announces Early Tender Results and Extension of Early Tender Date under the Tender Offer for its 10.0% Perpetual Notes.


SÃO PAULO, Jan. 19, 2022 /PRNewswire/ --

GENERAL SHOPPING FINANCE LIMITED
(incorporated under the laws of the Cayman Islands)

Offer to Purchase for Cash
for up to a Maximum Acceptance Consideration of U.S.$40.0 Million (including Accrued Interest)
its 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

On January 4, 2022, General Shopping e Outlets do Brasil S.A., formerly known as General Shopping Brasil S.A. ("General Shopping"), announced that General Shopping Finance Limited (the "Issuer"), its wholly-owned subsidiary incorporated under the laws of the Cayman Islands, had commenced a tender offer to purchase for cash (the "Offer") the Issuer's 10.0% Perpetual Notes (the "Notes") for a total aggregate consideration of up to U.S.$40.0 million (such amount, as may be changed at the discretion of the Issuer, the "Maximum Acceptance Consideration"), including the payment of accrued and unpaid interest on the Notes from the last interest payment date on the Notes preceding, but not including, the Settlement Date (as defined below) ("Accrued Interest"). The Offer is being made upon the terms and subject to the conditions of the Issuer's Offer to Purchase Statement (the "Statement"), dated January 4, 2022, which sets forth a more comprehensive description of the terms of the Offer. Itau BBA USA Securities, Inc. is the Dealer Manager for the Offer. Capitalized terms not defined herein shall have the meaning ascribed to them in the Statement.

General Shopping hereby announces that, as of 5:00 p.m., New York City time, on January 18, 2022, approximately US$17,607,000 in aggregate principal amount of Notes, representing 15.20% of the aggregate principal amount of Notes outstanding, have been tendered in the Offer. The Withdrawal Deadline has expired and holders of Notes may no longer validly withdraw Notes tendered in the Offer.

General Shopping also announces that it is extending the early tender date to 11:59 p.m., New York City time, on February 1, 2022 (such time and date, as it may be further extended, the "Early Tender Date") from the previously announced early tender date of 5:00 p.m., New York City time, on January 18, 2022. Upon the terms and subject to the conditions set forth in the Statement, holders of Notes who validly tender their Notes at or prior to the Early Tender Date, and whose Notes are accepted for payment by the Issuer, will be eligible to receive the total consideration of U.S.$800.00 per U.S.$1,000 principal amount of the tendered Notes (the "Total Consideration"), which includes an early tender payment equal to U.S.$30.00 per U.S.$1,000 principal amount of the tendered Notes. Thus, the Total Consideration will now be the same as the Tender Offer Consideration and, in effect, all Notes validly tendered and accepted for payment by the Issuer prior to the Expiration Date (as defined below) will be eligible to receive the Total Consideration. In addition, all Notes accepted for payment will be entitled to receive Accrued Interest to be paid on the Settlement Date (as defined below). The other terms of the Offer (including the Withdrawal Deadline) remain unchanged. The complete terms and conditions of the Offer are described in the Statement. 

The following table sets forth certain material terms of the Offer, as amended:

CUSIP No.

ISIN No.

Principal Amount
Outstanding

Security Description

Total
Consideration(1)

144A: 370835AB6

144A:

US370835AB62

U.S.$115.9 million

10.0% Perpetual Notes

U.S.$800.00

Regulation S:
G3812BAB6

Regulation S:

USG3812BAB65




(1) Per U.S.$1,000 principal amount of Notes

The Offer is scheduled to expire at 11:59 p.m., New York City time, on February 1, 2022, unless extended or earlier terminated (such time and date, as it may be extended, the "Expiration Date"). 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"). On the Settlement Date, the Issuer 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 total aggregate consideration to be paid for Notes purchased in the Offer, including payment of Accrued Interest, does not exceed the Maximum Acceptance Consideration, subject to the terms and conditions of the Offer. As a result, if holders of Notes validly tender Notes in an amount resulting in excess of the Maximum Acceptance Consideration, holders of Notes 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.  The Maximum Acceptance Consideration represents the total aggregate consideration available for the Offer, including the payment of Accrued Interest, and does not reflect the maximum total principal amount of outstanding Notes that may be purchased in the Offer.

Consummation of the Offer, and payment for the tendered Notes, is subject to the satisfaction or waiver of certain conditions described in the Statement.  If any of the conditions are not satisfied, the Issuer 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, the Issuer 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 Consideration, in each case, at any time and from time to time, including, under certain circumstances, without providing notice to holders of Notes.

Finally, General Shopping hereby announces to the holders of the Notes and to the market in general that, on January 17, 2022, certain holders of the 12.000% Perpetual Subordinated Fixed to Floating Rate Notes with Interest Deferral Option (the "2012 Notes") issued by General Shopping Investments Limited ("GSIL") on March 20, 2012, and guaranteed by General Shopping and certain of its subsidiaries, filed a petition before lower courts of the City of São Paulo, State of São Paulo (2ª Vara Empresarial e Conflitos de Arbitragem do Tribunal de Justiça do Estado de São Paulo) (the "Brazilian Lower Court")??seeking an injunction in relation to the Offer against General Shopping, GSIL and the subsidiary guarantors under the 2012 Notes. On January 17, 2022, the Brazilian Lower Court gave General Shopping 72 hours to file an answer prior to ruling on the plaintiffs' petition. General Shopping intends to vigorously defend itself against the allegations set forth in the petition.

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. 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 is a leading developer of shopping malls in Brazil. It actively participates in the site search, planning, development and construction of shopping centers. General Shopping also leases and manages its shopping centers, provides parking management services and oversees the management of the supply of energy and water to the shopping centers it owns and operates. As of December 31, 2021, these shopping centers had an aggregate of 272.0 thousand square meters of gross leasable area (área bruta locável) and approximately 1,450 stores. General Shopping's ownership interest in such shopping centers represents 34.4% of its gross leasable area. In addition, General Shopping manages the Outlet Premium Rio de Janeiro shopping mall in Duque de Caxias, Brazil, which had 20.9 thousand square meters of gross leasable area and 85 stores as of December 31, 2021.

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 the Issuer. These forward-looking statements include, but are not limited to, the expectation of the Issuer 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 the Issuer'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 the Issuer 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 the Issuer. Neither General Shopping nor its subsidiaries, including the Issuer, undertake any obligation to update or revise these forward-looking statements to reflect subsequent events or circumstances. The Issuer's estimates and forward-looking statements may be influenced by the following factors, among others: (1) adverse judicial decisions or new litigation relating to the payment of an interim dividend announced by General Shopping in December 2018; (2) any deterioration in the global and Brazilian scenarios relating to the COVID-19 pandemic, particularly if the COVID-19 pandemic continues and results in the reimposition of restrictions; (3) the Issuer's ability to effect the Offer and satisfy or waive the conditions thereto; (4) inflation, currency fluctuations and fluctuations in prevailing interest rates, particularly fluctuations in the value of the real in relation to the U.S. dollar; (5) general economic, political and business conditions in Brazil and particularly in the geographic markets General Shopping serves, including the impact of the economic stagnation and political instability in Brazil; (6) General Shopping's credit ratings and the ratings of the Notes; (7) changes in General Shopping's customer demand and preferences, as well as the financial condition of its tenants and customers; (8) competition in the shopping center industry in Brazil as a whole and particularly in General Shopping's areas of operations; (9) General Shopping's ability to implement its business plan; (10) changes in the retail market in Brazil; (11) existing and future laws and government regulations applicable to General Shopping's business; (12) increases in General Shopping's costs; (13) the level of indebtedness and other financial obligations of General Shopping; (14) interests of and actions taken by General Shopping's controlling shareholders; (15) other events of force majeure; and (16) other risk factors generally applicable to General Shopping's operations.

Forward-looking statements made by the Issuer 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 the Issuer and General Shopping to predict these events or how they may affect it or General Shopping's anticipated results. Neither General Shopping nor the Issuer 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, the Issuer's ability to effect the Offer and satisfy or waive any conditions thereto. All data presented herein is as of the date of this announcement unless otherwise noted.

The Dealer Manager for the Offer is Itau BBA USA Securities, Inc. Questions regarding the Offer may be directed to Itau BBA at +1 888-770-4828 (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 of Notes, 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): (800) 669-5550
[email protected]

* * *

General Shopping e Outlets do Brasil S.A.
Av. Angélica, 2466, 24nd floor, suite 241
 São Paulo, SP, Brazil, 01228-200
+55-11-3159-5100
https://ri.generalshopping.com.br
Marcio Snioka
Investor Relations Officer

SOURCE General Shopping Finance Limited


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