São Paulo, Brazil, July 10, 2026 (GLOBE NEWSWIRE) — General Shopping e Outlets do Brasil S.A. (the “Company”) (B3: GSHP3) today announced the settlement results of 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 commenced on June 26, 2026. 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 have been 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. Eligible Holders who validly tendered their Reg S Notes after the Early Tender Date but at or prior to 5:00 p.m. (New York City time) on July 9, 2026 (the “Expiration Time”) would have been 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.
The Exchange Offer expired at the Expiration Time. As of the Expiration Time, the Issuer had not received any valid tenders of Reg S Notes in accordance with the requirements set forth in the Exchange Offer Memorandum. Accordingly, the Issuer has not accepted any Reg S Notes for exchange, no Exchange Consideration (whether Early Exchange Consideration or Late 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.
Settlement Results
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 Expiration Time, no Reg S Notes have been accepted for exchange and no Exchange Consideration will be delivered. No settlement will occur under the Exchange Offer.
The full US$8,923,000 aggregate principal amount of Reg S Notes remains outstanding and continues to be subject to its existing terms and conditions.
Conditions and Reservations of Rights
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 was 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 WAS 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 HAS MADE ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFER AS TO WHETHER OR NOT ANY ELIGIBLE HOLDER OF REG S NOTES SHOULD HAVE TENDERED OR REFRAINED FROM TENDERING THEIR REG S NOTES, AND NO PERSON HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION. ELIGIBLE HOLDERS ARE URGED TO READ THE EXCHANGE OFFER MEMORANDUM AND CONSULT WITH THEIR FINANCIAL, LEGAL AND TAX ADVISORS.
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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