São Paulo, Brazil, June 17, 2026 (GLOBE NEWSWIRE) -- General Shopping e Outlets do Brasil S.A. (the “Company”) (B3: GSHP3) today announces the final results of the exchange offers (the “Exchange Offers”) by its subsidiaries General Shopping Finance Limited (“GS Finance”) and General Shopping Investments Limited (“GS Investments” and, together with GS Finance, the “Issuers” and, each, an “Issuer”) in respect of any and all of (i) GS Finance’s 10.000% Regulation S Perpetual Bonds (the “Reg S Senior Perpetual Bonds”), and (ii) GS Investments’ 12.000% Regulation S Perpetual Subordinated Fixed to Floating Rate Notes with Interest Deferral Option (the “Reg S Subordinated Notes” and, together with the Reg S Senior Perpetual Bonds, the “Reg S Notes”), which expired at 5:00 p.m.(New York City time) on June 17, 2026 (the “Expiration Time”).
As of the Expiration Time, GS Finance received valid tenders in respect of US$39,639,000 in aggregate principal amount of the Reg S Senior Perpetual Bonds, representing 40.6% of the outstanding aggregate principal amount of the Reg S Senior Perpetual Bonds (the “Valid Tenders”). The Valid Tenders do not include the Defective Tenders (as defined below). GS Investments did not receive valid tenders in respect of the Reg S Subordinated Notes as of the Expiration Time.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the exchange offer memorandum dated May 28, 2026 (the “exchange offer memorandum”).
The Exchange Offers 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.
Extension of the Period to Submit an Exchange Form
To provide Eligible Holders who tendered Reg S Notes at or prior to the Expiration Time, but failed to submit the documentation required to receive the Quotas in exchange for such Reg S Notes (the “Defective Tenders”), with an additional opportunity to participate in the Exchange Offers, the Issuers have extended the period during which such Eligible Holders may submit a completed Exchange Form, in the form attached as Appendix A to the exchange offer memorandum, until June 24, 2026 (the “Extended Documentation Deadline”). Eligible Holders must submit the Exchange Form, together with the adherence agreement and quota transfer order included as schedules thereto, by e-mail to D.F. King & Co., Inc. at generalshopping@dfking.com.
Settlement
Upon the terms and subject to the conditions of the Exchange Offers set forth in the exchange offer memorandum (including those set forth under “The Exchange Offers—Acceptance of Reg S Notes for Exchange”), all Valid Tenders have been accepted for exchange by GS Finance. Delivery of the Quotas is expected to be made in Brazil initially in book-entry form and, upon exchange into such Eligible Holder’s brokerage account in accordance with the applicable procedures of B3, through the facilities of B3.
GS Finance expects to accelerate the Settlement Date for the Valid Tenders from the fifth business day following the Expiration Time to the first business day following the Expiration Time. Accordingly, the Settlement Date with respect to the Valid Tenders is expected to occur on June 18, 2026.
In light of the extension described above, the Issuers are expected to hold an additional settlement on June 25, 2026 with respect to any Defective Tender for which a completed Exchange Form is submitted on or prior to the Extended Documentation Deadline.
The Issuers will return to the relevant tendering holders any Reg S Notes that were not validly tendered pursuant to the procedures above and those set forth in the exchange offer memorandum, with such return expected to occur on June 25, 2026.
D.F. King & Co., Inc. acted as Information and Exchange Agent for the Exchange Offers.
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 Exchange Offers were made solely pursuant to the exchange offer memorandum, and only to such persons and in such jurisdictions as are permitted under applicable law.
The Issuers, the Company 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 Offers.
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 ISSUERS OR THE FUND INTENDS TO REGISTER ANY SECURITIES TO BE DELIVERED IN THE EXCHANGE OFFERS IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SUCH SECURITIES IN ANY JURISDICTION. THE EXCHANGE OFFERS ARE MADE SOLELY PURSUANT TO THE EXCHANGE OFFER MEMORANDUM.
NEITHER THE EXCHANGE OFFER MEMORANDUM NOR ANY OF THE OTHER DOCUMENTS RELATING TO THE EXCHANGE OFFERS 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 ISSUERS, THE COMPANY, THE FUND OR THEIR RESPECTIVE AFFILIATES MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFERS 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 WERE REQUIRED TO 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 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 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.
