São Paulo, Brazil, July 03, 2026 (GLOBE NEWSWIRE) — General Shopping e Outlets do Brasil S.A. (the “Company”) (B3: GSHP3) today provides an early settlement update regarding the exchange offer (the “Exchange Offer”) by its subsidiary General Shopping Investments Limited (“GS Investments” or the “Issuer”), a Cayman Islands exempted company, in respect of any and all of the Issuer’s outstanding 10%/12% Regulation S Senior Secured PIK Toggle Notes due 2026 (CUSIP No. G3812T AB7; ISIN No. USG3812TAB73) (the “Reg S Notes”), pursuant to the exchange offer memorandum dated June 26, 2026 (the “Exchange Offer Memorandum”).
The Exchange Offer provided that Eligible Holders who validly tendered their Reg S Notes at or prior to 5:00 p.m. (New York City time) on July 2, 2026 (the “Early Tender Date”) would be eligible to receive the Early Exchange Consideration of 5,523 quotas (“Quotas”) issued by Clear Fundo de Investimento Imobiliário Responsabilidade Limitada (the “Fund”) per US$1,000 outstanding principal amount of Reg S Notes validly tendered and accepted for exchange.
As of the Early Tender Date, the Issuer had received tenders with respect to the Reg S Notes; however, none constituted valid tenders in accordance with the requirements set forth in the Exchange Offer Memorandum. Accordingly, the Issuer has not accepted any Reg S Notes for exchange in connection with the Early Tender Date, no Early Exchange Consideration will be delivered, and the full US$8,923,000 aggregate principal amount of Reg S Notes remains outstanding.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Exchange Offer Memorandum.
The Exchange Offer and the Quotas 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.
Early Settlement
Because the Issuer had not received any valid tenders of Reg S Notes in accordance with the requirements set forth in the Exchange Offer Memorandum at or prior to the Early Tender Date, there will be no early settlement under the Exchange Offer. No Reg S Notes have been accepted for exchange in connection with the Early Tender Date, no Early Exchange Consideration will be delivered and no Early Settlement Date will occur.
The full US$8,923,000 aggregate principal amount of Reg S Notes remains outstanding and eligible for exchange pursuant to the Exchange Offer on the terms and subject to the conditions set forth in the Exchange Offer Memorandum.
Exchange Offer Remains Open
The Exchange Offer remains open on its original terms and will expire at 5:00 p.m. (New York City time) on July 9, 2026 (the “Expiration Time”), unless extended or earlier terminated by the Issuer. Eligible Holders who validly tender their Reg S Notes at or prior to the Expiration Time will be eligible to receive the Late Exchange Consideration of 5,021 Quotas per US$1,000 outstanding principal amount of Reg S Notes validly tendered and accepted for exchange. Because no valid tenders of Reg S Notes were received in accordance with the requirements set forth in the Exchange Offer Memorandum at or prior to the Early Tender Date, the full US$8,923,000 aggregate principal amount of Reg S Notes remains available for exchange pursuant to the Exchange Offer.
Conditions and Reservations of Rights
The Exchange Offer may be amended, extended, terminated or withdrawn at any time prior to the Expiration Time. The obligation of the Issuer to complete the Exchange Offer is subject to the satisfaction or waiver (in the Issuer’s sole and absolute discretion) of the General Conditions described in the Exchange Offer Memorandum. The Issuer reserves the right, in its sole and absolute discretion, subject to applicable law, to (i) extend the Expiration Time or change the Late Exchange Consideration, (ii) terminate, withdraw or amend the Exchange Offer, (iii) waive any conditions to the Exchange Offer, (iv) retain tendered Reg S Notes during extensions of the Exchange Offer, and (v) otherwise modify the terms of the Exchange Offer.
Instructions to tender are irrevocable and may not be withdrawn, except as required by applicable law. Eligible Holders must tender their entire holding of Reg S Notes; the Issuer reserves the right not to accept partial tenders.
Information and Exchange Agent
D.F. King & Co., Inc. is acting as Information and Exchange Agent for the Exchange Offer.
Holders of Reg S Notes can contact the Information and Exchange Agent, D.F. King & Co., Inc., at 28 Liberty Street, 53rd Floor, New York, NY 10005, telephone number: +1 (800) 515-4479 (toll-free), +1 (646) 759-4548 (collect) or e-mail generalshopping@dfking.com. Requests for documentation should be directed to the Information and Exchange Agent.
The Issuer, the Company, the Fund and their respective affiliates reserve the right, in their sole and absolute discretion, to purchase or make offers to purchase, to make offers to exchange or to redeem in accordance with the terms and conditions of the Reg S Notes, any Reg S Notes that remain outstanding and, to the extent permitted by applicable law, to purchase Reg S 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.
The Exchange Offer is being made solely pursuant to the Exchange Offer Memorandum, and only 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 FUND INTENDS TO REGISTER ANY SECURITIES TO BE DELIVERED 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 EXCHANGE OFFER MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
NONE OF THE INFORMATION AND EXCHANGE AGENT, THE ISSUER, THE COMPANY, THE FUND OR THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFER AS TO WHETHER OR NOT ANY ELIGIBLE HOLDER OF REG S NOTES SHOULD TENDER OR REFRAIN FROM TENDERING THEIR REG S 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 REG S NOTES AND, IF SO, THE AGGREGATE PRINCIPAL AMOUNT OF REG S NOTES TO TENDER. ELIGIBLE HOLDERS ARE URGED 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 persons in member states of the European Economic Area (the “EEA”) who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Quotas are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with qualified investors. This communication and its contents should not be acted upon or relied upon in any member state of the EEA by persons who are not qualified investors. This communication does not constitute a “prospectus” for the purposes of the Prospectus Regulation.
In the United Kingdom, this communication is only being distributed to, and are only directed at, “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the POATRs that are (i) investment professionals falling within Article 19(5) of the Order, (ii) high net worth entities or other persons falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA), in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This communication should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. This communication is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. The Quotas are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this communication or any of its contents. This communication does not constitute a “prospectus” for the purposes of the POATRs and the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook.
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