Obligation Brasil General Market 12% ( USG3812TAA90 ) en USD

Brasil General Market

5.95 % ▲

Bresil

USG3812TAA90 ( en USD )

12% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

Perpétuelle ( La date du prochain call est le 20/03/2017 )

Prospectus brochure de l'obligation General Shopping Brasil USG3812TAA90 en USD 12%, échéance Perpétuelle

2 000 USD

150 000 000 USD

G3812TAA9

N/A

20/09/2025 ( Dans 66 jours )

Le coupon de l'obligation est suspendu depuis le 20/09/2015

General Shopping Brasil est une plateforme de commerce électronique brésilienne proposant une large sélection de produits de différentes catégories, mettant en avant des offres et des promotions auprès d'une clientèle nationale.

L'Obligation émise par Brasil General Market ( Bresil ) , en USD, avec le code ISIN USG3812TAA90, paye un coupon de 12% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

OFFERING MEMORANDUM

US$150,000,000
General Shopping Investments Limited
(Incorporated in the Cayman Islands)
12.000% Perpetual Subordinated Fixed to Floating Rate Notes
with Interest Deferral Option
Unconditionally Guaranteed on a Subordinated Basis by
General Shopping Brasil S.A.
(Incorporated in the Federative Republic of Brazil)
and certain of its Subsidiaries
http://www.oblible.com

General Shopping Investments Limited ("GS Investments" or the "Issuer") is offering US$150.0 million aggregate principal amount of its 12.000%
perpetual subordinated fixed to floating rate notes with interest deferral option (the "notes"). The notes will initially be sold to investors at a price equal to 100% of
the principal amount thereof, plus accrued interest, if any from March 20, 2012.
The notes will bear interest from and including March 20, 2012 to but excluding March 20, 2017 (the "First Fixed Period Date") at a rate of 12.000%
per annum, payable semi-annually in arrears on March 20 and September 20 of each year, commencing on September 20, 2012. From the First Fixed Period Date,
unless previously redeemed, to but excluding March 20, 2022 (the "Second Fixed Period Date"), the notes will bear interest at a rate equivalent to the then
prevailing 5-year U.S. Treasury Rate plus the Initial Fixed Rate Credit Spread (as defined in "Description of the Notes--Definitions"), payable semi-annually in
arrears on March 20 and September 20 on each year. From the Second Fixed Period Date, the notes will bear interest at a rate equivalent to the 3-month USD
LIBOR plus the Initial Floating Rate Credit Spread (as defined in "Description of the Notes--Definitions"), plus 1.0%, scheduled to be paid quarterly in arrears on
March 20, June 20, September 20 and December 20 of each year.
Interest otherwise due on the notes on any Interest Payment Date (as defined in "Description of the Notes") may be deferred by the Issuer indefinitely,
subject to certain provisions. There is no limit to the amount of interest that may be deferred and, subject to certain provisions, no requirement that deferred
interest be paid at any time prior to any redemption or repayment of the notes. For a description of certain restrictions on the Issuer's ability to defer interest
payments, see "Description of the Notes--Covenants--Deferred Interest Payments). Deferred interest amounts will accumulate and will bear interest at 1.0%
above the applicable per annum interest rates set forth above. The interest rate on the notes may be increased upon certain change of control events if the Issuer
does not make an offer to repurchase the notes.
The notes will be perpetual notes with no fixed final maturity date and will not be subject to any mandatory redemption provisions. The notes will be
repaid only in the event that the Issuer redeems or repurchases the notes. The notes may, at the option of the Issuer, be redeemed, in whole or in part, on the First
Fixed Period Date, the Second Fixed Period Date and any Interest Payment Date thereafter, in whole or in part, at par, together with all accrued and unpaid interest,
including deferred interest and interest thereon, and additional amounts, if any. In the case of any partial redemption pursuant to the preceding sentence, at least
US$100.0 million in aggregate principal amount of the notes must remain outstanding. The notes may also be redeemed, in whole but not in part, (i) if the
aggregate principal amount of the notes outstanding is less than 10% of the aggregate principal amount on the Closing Date (as defined in "Description of the
Notes" ) plus the principal amount of any additional notes, if any, that may be issued under the Indenture (as defined in "Description of the Notes") after the
Closing Date; (ii) at 101% of their principal amount, plus accrued and unpaid interest, at any time upon (a) an Accounting Triggering Event (as defined in
"Description of the Notes") or (b) the occurrence of specified events relating to the tax laws of Brazil or the Cayman Islands (or Luxembourg, in case the
jurisdiction of incorporation of the Issuer is changed) as set forth in this offering memorandum that result in the Issuer or the Company (as defined below) not being
entitled to a tax deduction for interest payments on the notes; and (iii) at 100% of their principal amount, plus accrued and unpaid interest, at any time upon the
occurrence of (a) a Rating Event, (as defined in "Description of the Notes ") or (b) specified events relating to withholding taxes in Brazil or Cayman Islands (or
Luxembourg, in case the jurisdiction of incorporation of the Issuer is changed, as described in this offering memorandum). See "Description of the Notes--
Optional Redemption and Repurchase."
General Shopping Brasil S.A. ("General Shopping" or the "Company") and certain of its subsidiaries will guarantee the notes on a subordinated basis.
The notes are the Issuer's and the guarantors' (as defined below) direct, unsecured obligations, ranking pari passu among themselves, junior in right of payment to
the payment of all the Issuer's or the guarantors' senior indebtedness, and senior in right of payment to the payment of all of the Issuer's or the guarantors' junior
liabilities.
There is currently no public market for the notes. Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange
and to admit the notes for trading on the Euro MTF market, the alternative market of the Luxembourg Stock Exchange.
Investing in the notes involves risks that are described in "Risk Factors" beginning on page 18 of this offering
memorandum.

Price of the notes: 100% of the principal amount thereof, plus accrued interest, if any from March 20, 2012.

The notes and the guarantees have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and are being offered
only to qualified institutional buyers, as defined in Rule 144A under the Securities Act, and outside the United States ("Rule 144A") in compliance with Regulation
S under the Securities Act ("Regulation S"). For more information about restrictions on transfer of the notes, see "Notice to Investors."
The notes have been delivered to purchasers in book-entry form through The Depository Trust Company ("DTC"), and its direct and indirect
participants, including Clearstream Banking, S.A. Luxembourg and Euroclear Bank S.A./N.V., as operator of the Euroclear System, on March 20, 2012.

BofA Merrill Lynch

Goldman, Sachs & Co.

The date of this offering memorandum is May 11, 2012.

TABLE OF CONTENTS
Page
Forward-Looking Statements .......................................................................................................................................iv
Presentation of Financial and Other Information...........................................................................................................v
Summary........................................................................................................................................................................1
The Offering ..................................................................................................................................................................8
Summary Financial Data .............................................................................................................................................14
Risk Factors .................................................................................................................................................................18
Exchange Rates ...........................................................................................................................................................33
Use of Proceeds ...........................................................................................................................................................35
Capitalization...............................................................................................................................................................36
Selected Financial Data ...............................................................................................................................................37
Management's Discussion and Analysis of Financial Condition and Results of Operations ......................................41
Industry Overview .......................................................................................................................................................62
Issuer ...........................................................................................................................................................................75
Business.......................................................................................................................................................................76
Management ..............................................................................................................................................................105
Principal Shareholders...............................................................................................................................................111
Related Party Transactions ........................................................................................................................................112
Description of the Notes ............................................................................................................................................119
Form of Notes............................................................................................................................................................149
Notice to Investors.....................................................................................................................................................153
Taxation.....................................................................................................................................................................156
Certain ERISA Considerations ..................................................................................................................................164
Plan of Distribution ...................................................................................................................................................165
Legal Matters.............................................................................................................................................................170
Independent Auditors ................................................................................................................................................171
Service of Process and Enforcement of Judgments ...................................................................................................172
Listing and General Information ...............................................................................................................................174
Index to Financial Statements.................................................................................................................................... F-1

You should rely only on the information contained in this offering memorandum. Neither we nor the
initial purchasers have authorized anyone to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. We are not, and the initial purchasers
are not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. This
document may only be used where it is legal to sell the notes. You should assume that the information
appearing in this offering memorandum is accurate only as of the date on the front cover of this offering
memorandum. Our business, financial condition, results of operations and prospects may have changed since
that date.
We are relying on an exemption from registration under the Securities Act for offers and sales of securities
that do not involve a public offering. By purchasing the notes, you will be deemed to have made the
acknowledgments, representations, warranties and agreements described under "Notice to Investors" in this offering
memorandum. You should understand that you will be required to bear the financial risks of your investment for an
indefinite period of time.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering
of the notes and may only be used for the purposes for which it has been published. We and the initial purchasers
reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the notes
offered by this offering memorandum.
i

We confirm that, after having made all reasonable inquiries, the information contained in this offering
memorandum about us is true and accurate in all material respects and that there are no omissions of any other facts
from this offering memorandum which, by their absence herefrom, make this offering memorandum misleading in
any material respect. We accept responsibility accordingly. This offering memorandum summarizes certain
documents and other information and we refer you to them for a more complete understanding of what we discuss in
this offering memorandum. In making an investment decision, you must rely on your own examination of us and
the Company and the terms of the offering and the notes, including the merits and risks involved.
We are not making any representation to any purchaser of the notes regarding the legality of an investment
in the notes by such purchaser under any legal investment or similar laws or regulations. You should not consider
any information in this offering memorandum to be legal, business or tax advice. You should consult your own
attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.
Application has been made to admit the notes for listing on the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF market. This offering memorandum is the prospectus for admission to
the Luxembourg Stock Exchange. The Luxembourg Stock Exchange takes no responsibility for the contents of this
offering memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any
liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of
this offering memorandum.
Neither the U.S. Securities and Exchange Commission (the "Commission"), nor any state securities
commission has approved or disapproved the notes or determined if this offering memorandum is truthful or
complete. Any representation to the contrary is a criminal offense.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO RESIDENTS OF BRAZIL
THE OFFERING WILL NOT BE CARRIED OUT BY ANY MEANS THAT WOULD CONSTITUTE A
PUBLIC OFFERING IN BRAZIL UNDER LAW No. 6,385, OF DECEMBER 7, 1976, AS AMENDED, AND
UNDER CVM RULE (INSTRUÇÃO) No. 400, OF DECEMBER 29, 2003, AS AMENDED. THE ISSUANCE,
PLACEMENT AND SALE OF THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH
THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (COMISSÃO DE VALORES
MOBILIÁRIOS) ("CVM"). ANY REPRESENTATION TO THE CONTRARY IS UNTRUTHFUL AND
UNLAWFUL. ANY PUBLIC OFFERING OR DISTRIBUTION, AS DEFINED UNDER BRAZILIAN LAWS
AND REGULATIONS, OF THE NOTES IS NOT LEGAL WITHOUT SUCH PRIOR REGISTRATION.
DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS INFORMATION
CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL, AS THE OFFERING OF
THE NOTES IS NOT A PUBLIC OFFERING OF SECURITIES IN BRAZIL, NOR MAY THEY BE USED IN
ii

CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO THE PUBLIC IN
BRAZIL.

NOTICE TO MEMBERS OF THE PUBLIC OF THE CAYMAN ISLANDS
SECTION 175 OF THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS
PROVIDES THAT AN EXEMPTED COMPANY (SUCH AS THE ISSUER) THAT IS NOT LISTED ON THE
CAYMAN ISLANDS STOCK EXCHANGE IS PROHIBITED FROM MAKING ANY INVITATIONS TO THE
PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY OF ITS NOTES UNLESS THE ISSUER IS
LISTED ON THE CAYMAN ISLANDS STOCK EXCHANGE.

The notes may not be offered or sold, directly or indirectly, in or from any jurisdiction except under
circumstances that will result in compliance with the applicable laws and regulations thereof.
iii

FORWARD-LOOKING STATEMENTS
The statements included in this offering memorandum regarding our plans, forecasts, expectations of future
events, strategies, projections and financial trends affecting our business, as well as statements regarding other
information, mainly under the headings "Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business" contain forward-looking statements that involve
risks and uncertainties and, therefore, do not constitute a guarantee of any future results.
Many important factors, in addition to those discussed elsewhere in this offering memorandum, could cause
our actual results to differ substantially from those anticipated in our forward-looking statements, including, among
other factors:
general economic, political and business conditions in Brazil and particularly in the geographic
markets we serve;
inflation, currency fluctuations and fluctuations in prevailing interest rates;
changes in customer demand and preferences, as well as the financial condition of our tenants and
customers;
competition in the shopping center industry in Brazil as a whole and particularly in our areas of
operations;
our ability to implement our business plan, including our ability to secure financing on terms
acceptable to us;
changes in the retail market in Brazil;
existing and future laws and government regulations applicable to our business;
increases in our costs;
our level of indebtedness and other financial obligations;
interests of and actions taken by, our controlling shareholders;
our ability to integrate businesses or assets we acquire into our existing business;
events of force majeure; and
the risk factors discussed under the heading "Risk Factors."
The words "believe," "anticipate," "expect," "estimate," "should," "plan," "can," "may," "intend,"
"foresee" and "project," among other similar words, are intended to identify forward-looking statements. Forward-
looking statements consist of only our current expectations and are based on our management's beliefs and
assumptions and on information currently available to our management. They involve uncertainties, risks and
assumptions, since these statements include information concerning our possible or assumed future results of
operations, business strategies, financing plans, competitive position, industry environment, potential growth
opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only
as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking
statements after we distribute this offering memorandum. In light of the risks and uncertainties described above and
elsewhere in this offering memorandum, the forward-looking events and circumstances discussed herein might not
occur and are not guarantees of future performance and actual results may differ materially from those expressed or
implied in the forward-looking statements.
iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
General Shopping
We maintain our books and records in reais. We prepared our consolidated financial statements as of and
for the years ended December 31, 2011, 2010 and 2009 in accordance with International Financial Reporting
Standards ("IFRS") issued by the International Accounting Standards Board - IASB and accounting practices
adopted in Brazil ("Brazilian GAAP"). The individual financial statements of the Company have been prepared in
accordance with Brazilian GAAP. Brazilian GAAP is comprised of the Brazilian Corporate Law and the
pronouncements, instructions and interpretations issued by the Accounting Pronouncement Committee ("CPC") and
approved by the Brazilian Securities and Exchange Commission ("CVM"). In the individual financial statements,
investments in subsidiaries, joint ventures and associations are stated under the equity method of accounting in
accordance with legislation prevailing in Brazil. Therefore, these individual financial statements do not comply with
IFRS, which requires that these investments be stated at fair value or cost in the Company's individual financial
statements. IFRS and Brazilian GAAP differ in certain significant respects from accounting principles generally
accepted in the United States ("U.S. GAAP").
Our individual and consolidated financial statements as of and for the years ended December 31, 2011 and
2010, which were audited by Deloitte Touche Tohmatsu Auditores Independentes, both in accordance with Brazilian
and international standards on auditing and prepared in accordance with Brazilian GAAP and IFRS, are included
elsewhere in this offering memorandum. The audit report with respect thereto includes explanatory paragraphs
relating to the fact that the Company is taking measures to complete the registration of certain title deeds for certain
acquired properties in the appropriate Real Estate Registry Offices, as mentioned in note 10 to the financial
statements and based on the fact, as mentioned in note 2, that in the individual financial statements, investments in
subsidiaries, joint ventures and associations are stated under the equity method of accounting in accordance with the
legislation prevailing in Brazil. Therefore, these individual financial statements do not comply with IFRS, which
requires that these investments be stated at fair value or cost in the Company's individual financial statements.
Our consolidated financial statements for the years ended December 31, 2010 and 2009 were the first
financial statements to be presented by us in conformity with IFRS. The Company applied the accounting policies
set out in note 2 to the financial statements to all periods presented, which includes the balance sheet as of the
transition date, which is January 1, 2009. For the measurement of the adjustments of the opening balances and in
preparing the balance sheet as at the transition date, the Company applied the mandatory exceptions and certain
optional exemptions to the retrospective application prescribed by IFRS 1 and CPC 37(R1), First-time Adoption of
International Financial Reporting Standards.
Our individual and consolidated financial statements as of and for the years ended December 31, 2010 and
2009, which were audited by Deloitte Touche Tohmatsu Auditores Independentes, in accordance with Brazilian and
international standards on auditing and prepared in accordance with Brazilian GAAP and IFRS, are included
elsewhere in this offering memorandum. The audit report with respect thereto includes explanatory paragraphs
relating to the fact that the Company is taking measures to complete the registration of certain title deeds for certain
acquired properties in the appropriate Real Estate Registry Offices, as mentioned in note 11 to the financial
statements and based on the fact, as mentioned in note 2, that in the individual financial statements, investments in
subsidiaries, joint ventures and associations are stated under the equity method of accounting in accordance with the
legislation prevailing in Brazil. Therefore, these individual financial statements do not comply with IFRS, which
requires that these investments be stated at fair value or cost in the Company's individual financial statements.
The financial statements of our subsidiaries are consolidated in our consolidated financial statements in
accordance with IFRS, as follows: (i) for those subsidiaries over which we exercise shared control, the
consolidation is proportional to our equity interest in the relevant subsidiary; and (ii) for those subsidiaries over
which we exercise full control, the consolidation is made in full, and the participation, if any, of the minority
shareholders of such subsidiaries in the subsidiaries' net assets and results of operations is presented as a separate
line item on our consolidated balance sheet and consolidated statement of income.
v

GS Investments
GS Investments, the issuer of the notes, is an exempted company incorporated with limited liability in the
Cayman Islands and a wholly-owned subsidiary of General Shopping. The purpose of GS Investments is to engage
in transactions related to the offering of the notes as well as other financing transactions involving General Shopping
or its subsidiaries. Prior to the issuance of the notes, GS Investments had not been engaged in any business activity.
Also, since the date of incorporation, no financial statements of GS Investments have been prepared. GS
Investments is not required by Cayman Islands law, and does not intend, to publish audited financial statements or
make any such statements available to the trustee or holders of the notes or appoint any auditors.
Rounding
Some of the percentages and other amounts included in this offering memorandum were rounded for ease
of presentation. For this reason, some of the totals in the tables presented may not be the exact sum total of the
amounts that precede them.
Currency Information
All references in this offering memorandum to "real," "reais" or "R$" are to the legal currency of Brazil
and all references to "U.S. dollar," "U.S. dollars" or "US$" are to the legal currency of the United States.
EBITDA and Adjusted EBITDA
EBITDA is net income (loss), before income taxes and social contribution, financial expenses, net and
depreciation and amortization. Adjusted EBITDA is net income (loss), before income taxes and social contribution,
financial expenses, net, depreciation and amortization and expenses identified by our management as being related
to uncompleted securities offerings, gain on sale of property and other non-recurring expenses. EBITDA and
Adjusted EBITDA are not measures of financial performance recognized under Brazilian GAAP, IFRS or U.S.
GAAP, nor should they be considered as alternatives to net income as a measure of operating performance, or as
alternatives to operating cash flows, or as a measure of liquidity. EBITDA and Adjusted EBITDA are not calculated
using a standard methodology and may not be comparable to the definition of EBITDA or Adjusted EBITDA or
similarly titled measures used by other companies. As financial results, income taxes and social contribution,
depreciation and amortization are not considered for calculation of EBITDA and Adjusted EBITDA, we believe that
our EBITDA and Adjusted EBITDA provides an indication of our general economic performance, which is not
affected by interest rate fluctuations, changes in income tax rates and social contribution, or depreciation and
amortization. As a result, we believe EBITDA and Adjusted EBITDA are important tools to periodically compare
our operating performance and also to form a basis to assist management in making certain administrative decisions.
See "Summary--Summary Financial Data" for a reconciliation of our EBITDA and Adjusted EBITDA to our net
income (loss) for the periods presented. For discussion of our operating performance, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Market Share and Other Information
We include certain statements in this offering memorandum about our market share in the shopping center
industry in Brazil, our competitors and the size of the Brazilian real estate and shopping center industry. We made
these statements on the basis of information obtained from sources that we believe are reliable, such as the Brazilian
Association of Shopping Centers (Associação Brasileira de Shopping Centers) ("ABRASCE"), the International
Council of Shopping Centers ("ICSC"), IBOPE Inteligência, among others. Unless stated otherwise, all the macro-
economic information included in this offering memorandum was obtained from the Central Bank, the Brazilian
Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística) ("IBGE"), and the Getulio
Vargas Foundation (Fundação Getulio Vargas) ("FGV"). Although we have no reason to believe that any of this
information is inaccurate in any material respect, neither we nor the initial purchasers have independently verified
this information.
vi

Exchange Rates
We have translated some of the real amounts contained in this offering memorandum into U.S. dollars.
The rate used to translate these amounts as of and for the year ended December 31, 2011 was R$1.8758 to US$1.00,
which was the commercial selling rate in effect as of December 31, 2011, as reported by the Central Bank. This
information is presented solely for the convenience of the reader and is not in accordance with generally accepted
accounting principles. You should not interpret the currency translations in this prospectus as a representation that
the amounts in reais currently represent such values in U.S. dollars. Additionally, you should not interpret such
translations as a representation that the amounts in reais have been, could have been or could be converted into U.S.
dollars at this or any other foreign exchange rates. On March 13, 2012, the exchange rate was R$1.810 to US$1.00,
as reported by the Central Bank on its electronic system SISBACEN, using transaction PTAX 800, option 5. See
"Exchange Rate Information" for more information regarding the rates of exchange of reais into U.S. dollars.
Certain Definitions
In this offering memorandum, unless otherwise indicated or the context otherwise requires, references to
"GS Investments" refer to General Shopping Investments Limited, the issuer of the notes, and references to
"General Shopping," "General Shopping Brasil S.A.," "we," "us" or the "Company" refer to General Shopping
Brasil S.A. and its consolidated subsidiaries, except where the context requires otherwise. We refer to:
(i) Ast Administradora e Incorporadora Ltda. as "Ast,"
(ii) BOT Administradora e Incorporadora Ltda. as "BOT,"
(iii) BR Outlet Administradora e Incorporadora Ltda. as "BR Outlet,"
(iv) Brassul Shopping Administradora e Incorporadora Ltda. as "Brassul,"
(v) Bud Administradora e Incorporadora Ltda. as "Bud,"
(vi) Cly Administradora e Incorporadora Ltda. as "Cly,"
(vii) Delta Shopping Empreendimentos Imobiliários Ltda. as "Delta,"
(viii) ERS Administradora e Incorporadora Ltda. as "ERS"
(ix) FLK Administradora e Incorporadora Ltda. as "FLK,"
(x) Intesp Shopping Administradora e Incorporadora Ltda. as "Intesp,"
(xi) I Park Estacionamentos Ltda. as "I Park,"
(xii) Levian Participações e Empreendimentos Ltda. as "Levian,"
(xiii) Lumen Shopping Administradora e Incorporadora Ltda. as "Lumen,"
(xiv) Lux Shopping Administradora e Incorporadora Ltda. as "Lux,"
(xv) MAI Administradora e Incorporadora Ltda. as "MAI,"
(xvi) Manzanza Consultoria e Administração de Shopping Centers Ltda. as "Manzanza,"
(xvii) POL Administradora e Incorporadora Ltda. as "POL,"
(xviii) Poli Shopping Center Empreendimentos Ltda. as "Poli Empreendimentos,"
(xixi) PP Administradora e Incorporadora Ltda. as "PP,"
(xx) Premium Outlet Administradora e Incorporadora Ltda. as "Premium Outlet,"
vii

(xxi) Sale Empreendimentos e Participações Ltda. as "Sale,"
(xxii) Securis Administradora e Incorporadora Ltda. as "Securis,"
(xxiii) Send Empreendimentos e Participações Ltda. as "Send,"
(xxiv) Sulishopping Empreendimentos Ltda. as "Sulishopping,"
(xxv) Uniplaza Empreendimentos, Participações e Administraç o de Centros de Compra Ltda. as
"Uniplaza,"
(xxvi) Vide Serviços e Participações Ltda. as "Vide,"
(xxvii) Vul Administradora e Incorporadora Ltda. as "Vul," and
(xxviii) Zuz Administradora e Incorporadora Ltda. as "ZUZ" and collectively, we refer to these entities as
the "Subsidiary Guarantors." We refer to the Company and the Subsidiary Guarantors, collectively, as the
"Guarantors." The registered address of the Subisidary Guarantors is Av. Angélica, 2466 - 25º andar, São Paulo -
SP CEP: 01228-200. General Shopping Brasil S.A. owns, directly or indirectly, 100% of the capital stock of each
Subsidiary Guarantor.
We refer to:
(i) ABK do Brasil - Empreendimentos e Participações Ltda. as "ABK,"
(ii) Atlas Participações Ltda. as "Atlas,"
(iii) Bac Administradora e Incorporadora Ltda. as "Bac,"
(iv) Energy Comércio e Serviços de Energia Ltda. as "Energy,"
(v) Fundo de Investimento Imobiliário FII Top Center as "FII Top Center,"
(vi) Fonte Administradora e Incorporadora Ltda. as "Fonte,"
(vii) General Shopping Brasil Administração e Serviços Ltda. as "GSB Adm.,"
(viii) General Shopping Finance Limited as "GS Finance,"
(ix) GS Finance II Limited as "GS Finance II,"
(x) Internacional Guarulhos Auto Shopping Center Ltda. as "ASG Adm.,"
(xi) Jud Administradora e Incorporadora Ltda. as "Jud,"
(xii) Nova União Administradora e Incorporadora S.A. as "Nova União,"
(xiii) Park Shopping Administradora e Incorporadora Ltda. as "Park Shopping Administradora,"
(xiv) Paulis Shopping Administradora e Incorporadora Ltda. as "Paulis," and
(xv) Wass Comércio e Serviços de Águas Ltda. as "Wass" and collectively, we refer to these entities as the
"Non-Guarantor Subsidiaries."
The term "Brazil" refers to the Federative Republic of Brazil (República Federativa do Brasil), and the
term "Mercosur" refers to Brazil, Argentina, Uruguay and Paraguay. The term "Brazilian government" refers to the
federal government of Brazil. The term "Central Bank" refers to the Central Bank of Brazil (Banco Central do
Brasil).
viii

Unless otherwise indicated, all references in this offering memorandum to:
"lower-income group" corresponds to households that have monthly income of R$751 to R$1,199;
"middle-income group" corresponds to households that have monthly income of R$1,200 to R$6,744;
and
"higher-income group" corresponds to households that have monthly income of R$6,745 and above.
We refer to the US$200 million guaranteed perpetual bonds issued by GS Finance on November 9, 2010 as
the "initial bonds." We refer to the US$50 million guaranteed perpetual bonds issued by GS Finance Limited under
the same indenture on April 22, 2011 as the "subsequent bonds." The initial bonds and the subsequent bonds are
together referred to as the "perpetual bonds."
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