Obligation Brasil General Market 10% ( USG3812BAB65 ) en USD

Brasil General Market

64 % ⇌

Bresil

USG3812BAB65 ( en USD )

10% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation General Shopping Brasil USG3812BAB65 en USD 10%, échéance Perpétuelle

G3812BAB6

09/08/2025 ( Dans 22 jours )

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 USG3812BAB65, paye un coupon de 10% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

OFFERING MEMORANDUM
US$ 200,000,000
General Shopping Finance Limited
(Incorporated in the Cayman Islands)
10.00% Perpetual Bonds
Fully and Unconditionally Guaranteed by
General Shopping Brasil S.A.
(Incorporated in the Federative Republic of Brazil)
and substantially all of its Subsidiaries
_________________
http://www.oblible.com
General Shopping Finance Limited ("GS Finance") is offering US$ 200,000,000 aggregate principal amount of its
10.00% perpetual bonds. Interest on the bonds will accrue at a rate of 10.00% per year. GS Finance will pay interest on the bonds
quarterly in arrears on February 9, May 9, August 9 and November 9 of each year, commencing on February 9, 2011.
The bonds will be perpetual bonds with no fixed final maturity date and will be repaid only in the event that we redeem
or repurchase the bonds or upon acceleration due to an event of default, as described under "Description of the Bonds."
GS Finance may, at its option, redeem the bonds, in whole or in part, at 100% of their principal amount plus accrued
interest and certain additional amounts, if any, on any interest payment date on or after November 9, 2015 or at any time upon the
occurrence of specified events relating to Cayman Islands or Brazilian withholding taxes. See "Description of the Bonds--
Redemption."
If a change of control triggering event occurs with respect to General Shopping Brasil S.A. ("General Shopping" or the
"Company"), unless GS Finance has exercised its option to redeem the bonds, each holder of bonds will have the right to require
GS Finance to repurchase all or any part of that holder's bonds at 101% of the aggregate principal amount of bonds repurchased
plus accrued interest and additional amounts, if any, to the date of repurchase.
The bonds will be senior unsecured obligations of GS Finance, ranking equal in right of payment with all of its other
existing and future senior unsecured debt.
General Shopping and substantially all of its subsidiaries will fully and unconditionally guarantee the bonds on a senior
unsecured basis. Each guarantee will rank equally with the existing and future senior unsecured obligations of the relevant
guarantor.
Application has been made to list the bonds on the Official List of the Luxembourg Stock Exchange and to admit the
bonds for trading on the Euro MTF market of the Luxembourg Stock Exchange.
Investing in the bonds involves risks that are described in "Risk Factors" beginning on page 18 of this offering
memorandum.
___________________
Price: 100.00% of the principal amount thereof, plus accrued interest, if any, from November 9, 2010.
___________________
The bonds 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 in compliance with Regulation S under the Securities Act. For more information about restrictions on transfer of the bonds,
see "Notice to Investors" beginning on page 143.
The bonds were 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 November 9, 2010.
Global Coordinator and
Joint Bookrunner
Joint Bookruner
BofA Merrill Lynch
BTG Pactual

The date of this offering memorandum is November 10, 2010.
ii

TABLE OF CONTENTS
Page
Forward-Looking Statements ....................................................................................................................................... iv
Presentation of Financial and Other Information ........................................................................................................... v
Summary........................................................................................................................................................................ 1
Risk Factors ................................................................................................................................................................. 18
Exchange Rates ........................................................................................................................................................... 30
Use of Proceeds ........................................................................................................................................................... 32
Capitalization ............................................................................................................................................................... 33
Selected Financial and Operating Data ........................................................................................................................ 34
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 40
Industry Overview ....................................................................................................................................................... 62
Issuer ........................................................................................................................................................................... 75
Business ....................................................................................................................................................................... 76
Management .............................................................................................................................................................. 104
Principal Shareholders ............................................................................................................................................... 110
Related Party Transactions ........................................................................................................................................ 111
Description of the Bonds ........................................................................................................................................... 117
Form of Bonds ........................................................................................................................................................... 139
Notice to Investors ..................................................................................................................................................... 143
Taxation ..................................................................................................................................................................... 146
Certain ERISA Considerations .................................................................................................................................. 153
Plan of Distribution ................................................................................................................................................... 154
Legal Matters ............................................................................................................................................................. 158
Independent Accountants........................................................................................................................................... 159
Service of Process and Enforcement of Judgments ................................................................................................... 161
Listing and General Information................................................................................................................................ 163
Description of Certain Differences between Brazilian GAAP and IFRS (Non- Audited) ......................................... 164
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 bonds in any jurisdiction where the offer or sale is not permitted. This
document may only be used where it is legal to sell the bonds. 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 bonds, 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 bonds 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
bonds offered by this offering memorandum.
We confirm that, after having made all reasonable inquiries, the information contained in this offering
memorandum with regards to 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
i

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
our company and the terms of the offering and the bonds, including the merits and risks involved.
We are not making any representation to any purchaser of the bonds regarding the legality of an investment
in the bonds 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 bonds.
Application has been made to admit the bonds 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 bonds or determined if this offering memorandum is truthful or
complete. Any representation to the contrary is a criminal offense.
Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply with
applicable securities laws, you (and each of your employees, representatives or other agents) may disclose to any
and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the
offering and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to
such tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal
income tax treatment of the offering.
___________________
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 BONDS 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 BONDS IS NOT LEGAL WITHOUT SUCH PRIOR REGISTRATION. DOCUMENTS RELATING TO
ii

THE OFFERING OF THE BONDS, AS WELL AS INFORMATION CONTAINED THEREIN, MAY NOT BE
SUPPLIED TO THE PUBLIC IN BRAZIL, AS THE OFFERING OF THE BONDS IS NOT A PUBLIC
OFFERING OF SECURITIES IN BRAZIL, NOR MAY THEY BE USED IN CONNECTION WITH ANY OFFER
FOR SUBSCRIPTION OR SALE OF THE BONDS TO THE PUBLIC IN BRAZIL.
____________________________
NOTICE TO MEMBERS OF THE PUBLIC OF THE CAYMAN ISLANDS
SECTION 194 OF THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS PROVIDES
THAT AN EXEMPTED COMPANY (SUCH AS GS FINANCE) 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 BONDS UNLESS GS FINANCE IS LISTED ON
THE CAYMAN ISLANDS STOCK EXCHANGE.
___________________
The bonds 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, constitute no guarantee of 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;
·
preliminary competitive conditions 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," "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 prepare our financial statements and other financial
information in accordance with accounting practices adopted in Brazil, which we refer to as "Brazilian GAAP."
These practices are based on Law No. 6,404 of December 15, 1976, as amended, or the "Brazilian Corporate Law";
the rules and regulations issued by the Brazilian Securities and Exchange Commission (Comissão de Valores
Mobiliários), ("CVM"); and certain accounting standards issued by the Brazilian Institute of Independent Auditors
(Instituto dos Auditores Independentes do Brasil) (IBRACON), the Brazilian Federal Accounting Council (Conselho
Federal de Contabilidade) (the "CFC"), and the Committee of Accounting Standards (Comitê de Pronunciamentos
Contábeis) (the "CPC"). As of January 1, 2008, Brazilian GAAP has included the amendments to the Brazilian
Corporate Law introduced by Law No. 11,638 of December 28, 2007 ("Law No. 11,638"), and as of January 1, 2009,
Brazilian GAAP has also included the amendments to the Brazilian Corporate Law introduced by Provisional
Measure No. 449 of December 3, 2008 ("Provisional Measure No. 449"), converted into Law No. 11,941 of May 27,
2009 ("Law No. 11,941"), which amended and supplemented certain of the provisions of Law No. 11,638. Brazilian
GAAP differs in certain significant respects from accounting principles generally accepted in the United States
("U.S. GAAP"), and from International Financial Reporting Standards ("IFRS").
The following financial information is included elsewhere in this offering memorandum:
·
Our individual and consolidated balance sheets as of December 31, 2007 and the individual and
consolidated statements of operations, changes in shareholders' equity and cash flows for the period
from March 6, 2007 to December 31, 2007, which were audited by Deloitte Touche Tohmatsu
Auditores Independentes in accordance with auditing standards generally accepted in Brazil and
prepared in accordance with Brazilian GAAP as in force at the date of that financial information. These
financial statements were not subject to and were not prepared in accordance with the accounting rules
introduced by Law No. 11,638 and Law No. 11,941, thereby limiting the comparability of our financial
statements as of and for the year ended December 31, 2007 with our financial statements as of and for
the years ended December 31, 2008 and 2009. As permitted by CPC Technical Pronouncement 13
Initial Adoption of Law No. 11,638 and Provisional Measure No. 449, approved by CVM Resolution
No. 565, our individual and consolidated financial statements as of and for the year ended December
31, 2007 have not been restated for purposes of comparison between periods. The audit report with
respect to the year ended December 31, 2007 includes explanatory paragraphs relating to (i) significant
transactions with related parties and intercompany receivables and payables as of December 31, 2007
which were not subject to financial charges, (ii) a change in accounting relating to the recognition of
certain property and equipment items (land, buildings, and installations related to the shopping mall
operations), based on revaluation amounts, rather than based on acquisition cost, (iii) the inclusion of a
certain combined financial information in footnote 27, comprised of combined statements of
operations and statements of cash flow for purposes of additional analysis, (iv) the inclusion of a
combined statement of operations to present results of the Company as if it had existed since January 1,
2006 which are not necessarily indicative of the financial position that would have been obtained or the
results of operations for the reported years, (v) the fact that the financial statements which were being
restated to include the individual and consolidated statements of cash flows for the period from March
6, 2007 to December 31, 2007 and (vi) action being taken by the Company to complete the registration
of certain acquired properties with the proper Registry of Deeds Offices.
·
Our individual and consolidated financial statements as of and for the years ended December 31, 2008
and 2009, which were audited by Deloitte Touche Tohmatsu Auditores Independentes in accordance
with the auditing standards generally accepted in Brazil and prepared in accordance with Brazilian
GAAP in force at the date of such financial information, which included the new accounting rules
introduced by Law No. 11,638 and Law No. 11,941. The audit report with respect thereto includes an
explanatory paragraphs relating to the fact that the Company is taking actions to complete the
registration of certain acquired properties with the proper Registry of Deeds Offices, as mentioned in
v

note 9 to the financial statements and based on the fact, as mentioned in note 2, the statement of cash
flows for the year ended December 31, 2009 and 2008 has been restated.
·
Our unaudited individual and consolidated financial statements as of and for the six-month periods
ended June 30, 2009 and 2010, which were subject to limited review procedures by Deloitte Touche
Tohmatsu Auditores Independentes in accordance with specific rules established by IBRACON and
the CFC. The special review report includes explanatory paragraphs relating to (i) the fact that during
2009, the CVM approved new Technical Pronouncements, Interpretations and Instructions issued by
the CPC, mandatory for adoption beginning 2010, that introduced changes in Brazilian accounting
practices, and as permitted by CVM Resolution nº 603/09, the Company's management opted not to
adopt these new Standards and prepared its interim financial statements in accordance with Brazilian
accounting practices in effect through December 31, 2009 and (ii) the fact that the Company is taking
actions to complete the registration of certain acquired properties with the proper Registry of Deeds
Offices, as mentioned in note 9 to the financial statements.
The financial statements of our subsidiaries are consolidated in our consolidated financial statements in
accordance with Brazilian GAAP, 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 of our consolidated balance sheet and consolidated statement of income.
On March 31, 2007, our group of companies consummated a corporate reorganization through which the
ownership interest in the capital stock of the companies involved in shopping center activities, as well as the
ownership interest in the capital stock of the companies that render services to the shopping centers, were grouped
under two separate holding companies: Levian and Atlas, respectively. The following companies were involved in
the corporate reorganization: Levian, Atlas, ABK, Nova União, Wass, Energy, IPark, Park Administradora, Send,
Poli Empreendimentos, Sulishopping, GSB Adm. and ASG Adm. Because these companies were under common
control and management during the period before the corporate reorganization, the financial statements referred to
above and the financial information presented for these periods represent these companies' combined operations.
After the corporate reorganization, the combined companies became our direct or indirect subsidiaries.
GS Finance
GS Finance, the issuer of the bonds, is an exempted company incorporated with limited liability in the Cayman
Islands and a wholly-owned subsidiary of General Shopping. The purpose of GS Finance is to engage in
transactions related to the offering of the bonds as well as other financing transactions involving General Shopping
or its subsidiaries. Prior to the issuance of the bonds, GS Finance will not have engaged in any business activity.
Also, since the date of incorporation, no financial statements of GS Finance have been prepared. GS Finance 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 bonds 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 results and
depreciation and amortization. Adjusted EBITDA is net income (loss), before income taxes and social contribution,
financial results, depreciation and amortization and expenses identified by our management as being related to
vi

uncompleted securities offerings, other securities offerings costs, costs of implementing management software, gain
on sale of property, other non-recurring expenses, our corporate reorganization concluded in March 2007 and our
equity offering concluded in July 2007. EBITDA and Adjusted EBITDA are not measures of financial performance
recognized under Brazilian GAAP 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 of Financial and Operating 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"), and the Institute for
Market Research and Development (Instituto de Pesquisa e Desenvolvimento de Mercado) ("IPDM"), 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.
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 six-month period ended June 30, 2010 and as of and for the
year ended December 31, 2009 was R$1.8015 to US$1.00, which was the commercial selling rate in effect as of
June 30, 2010, as reported by the Central Bank. The U.S. dollar equivalent information presented in this offering
memorandum is provided solely for your convenience and should not be construed as implying that the real amounts
represent, or could have been or could be converted into, U.S. dollars at this rate or at any other rate. On November
4, 2010 the exchange rate was R$1.6819 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 Finance" refer to General Shopping Finance Limited, the issuer of the bonds, 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) ABK do Brasil Empreendimentos e Participações Ltda. as "ABK,"
(ii) Ast Administradora e Incorporadora Ltda. as "Ast,"
(iii) Atlas Participações Ltda. as "Atlas,"
(iv) Bac Administradora e Incorporadora Ltda. as "Bac,"
vii

(v) BR Outlet Administradora e Incorporadora Ltda. as "BR Outlet,"
(vi) Brassul Shopping Administradora e Incorporadora Ltda. as "Brassul,"
(vii) Bud Administradora e Incorporadora Ltda. as "Bud,"
(viii) Cly Administradora e Incorporadora Ltda. as "Cly,"
(ix) Delta Shopping Empreendimentos Imobiliários Ltda. as "Delta,"
(x) Energy Comércio e Serviços de Energia Ltda. as "Energy,"
(xi) Fonte Administradora e Incorporadora Ltda. as "Fonte Administradora,"
(xii) Intesp Shopping Administradora e Incorporadora Ltda. as "Intesp,"
(xiii) I Park Estacionamentos Ltda. as "I Park,"
(xiv) Jud Administradora e Incorporadora Ltda. as "Jud,"
(xv) Levian Participações e Empreendimentos Ltda. as "Levian,"
(xvi) Lumen Shopping Administradora e Incorporadora Ltda. as "Lumen,"
(xvii) Lux Shopping Administradora e Incorporadora Ltda. as "Lux,"
(xviii) Manzanza Consultoria e Administração de Shopping Centers Ltda. as "Manzanza,"
(xix) Nova União Administradora e Incorporadora S.A. as "Nova União,"
(xx) Park Shopping Administradora Ltda. as "Park Administradora,"
(xxi) Paulis Shopping Administradora e Incorporadora Ltda. as "Paulis Shopping,"
(xxii) Poli Shopping Center Empreendimentos Ltda. as "Poli Empreendimentos,"
(xxiii) PP Administradora e Incorporadora Ltda. as "PP Administradora,"
(xiv) Premium Outlet Administradora e Incorporadora Ltda. as "Premium,"
(xv) Sale Empreendimentos e Participações Ltda. as "Sale Empreendimentos,"
(xvi) Securis Administradora e Incorporadora Ltda. as "Securis,"
(xvii) Send Empreendimentos e Participações Ltda. as "Send,"
(xxviii) Sulishopping Empreendimentos Ltda. as "Sulishopping,"
(xxix) Uniplaza Empreendimentos, Participações e Administraç o de Centros de Compra Ltda. as
"Uniplaza,"
(xxx) Vide Serviços e Participações Ltda. as "Vide,"
(xxxi) Vul Administradora e Incorporadora Ltda. as "Vul,"
(xxxii) Wass Comércio e Serviços de Águas Ltda. as "Wass,"
(xxxiii) Zuz Administradora e Incorporadora Ltda. as "Zuz," and
collectively, we refer to these entities as the "subsidiary guarantors."
viii