ANNOUNCEMENT - General Shopping Announces Results of Tender Offer for its 10.0% Perpetual Notes

SÃO PAULO, Feb. 2, 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

General Shopping e Outlets do Brasil S.A., formerly known as General Shopping Brasil S.A. ("General Shopping"), hereby announces the final results of the previously announced cash tender offer (the "Offer") by General Shopping Finance Limited (the "Issuer"), its wholly-owned subsidiary incorporated under the laws of the Cayman Islands, to purchase up to U.S.$40.0 million (the "Maximum Acceptance Amount") of its 10.0% Perpetual Notes (the "Notes").

The tender for the Notes expired on 11:59 p.m., New York City time, on February 1, 2022 (the "Expiration Date"). On the Expiration Date, the Issuer had received valid tenders from holders of Notes in an aggregate principal amount of U.S.$18,286,000. 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 January 4, 2022 (as amended by the press release dated January 19, 2022, the "Offer to Purchase").

Payment for the Notes accepted for purchase that were validly tendered on or prior to the Expiration Date is expected to be made on February 3, 2022 or as soon as practicable thereafter (the "Settlement Date"). It is expected that the Issuer will continue to hold the Notes validly tendered and accepted for purchase at the conclusion of the Offer.

The aggregate amount of Notes validly tendered on or prior to the Expiration 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 was made only by means of the Offer to Purchase and the related letter of transmittal. No offer, solicitation, or sale was or would 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 and settle the Offer. 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 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 and settle the Offer. 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 e Outlets do Brasil S.A.