GP Investments : Inside Information / Ad Hoc Information - Material Fact - Tender Offer BR Properties
January 17, 2023 at 04:00 pm
Share
GP INVESTMENTS, LTD.
MATERIAL FACT
GP Investments, Ltd., a company headquartered at 16 Burnaby Street, Hamilton, HM 11, Bermuda ("GP"), whose Class A shares are traded on B3 S.A. - Brasil, Bolsa, Balcão ("B3") in the form of Brazilian Depositary Receipts ("BDRs"), hereby announces that its subsidiary GPIC, LLC has executed a Voting and Other Covenants Agreement with THB JV S.À.R.L ("THB") ("Voting Agreement"), through which GPIC LLC undertook to launch a voluntary tender offer ("Tender Offer") for the purchase of ordinary shares of BR Properties S.A. ("BR Properties" or "Company") and THB undertook to cause the shareholder GP Capital Partners VI, L.P. ("GPCP VI" or "Seller"), a limited partnership managed by GP Investments VI (Cayman), Ltd. and controlled by THB, to sell, in the context of the Tender Offer, the common shares issued by BR Properties held by the Seller, that constitute approximately 60.166% of the Company's voting and total capital stock.
Pursuant to the conditions of the Voting Agreement, the Tender Offer should be launched under the following terms: (a) offer for shares representing 100% of the Company's voting and total capital stock, if the Company's voluntary exit from the Novo Mercado ("Novo Mercado Exit") is approved in a Company's shareholder's' meeting or (b) offer for shares representing 74.5% of the Company's voting and total capital stock, if the Novo Mercado Exit is rejected in a Company's shareholder's' meeting. In either case, (a) or (b), the purchase price per share will be R$1.60 ("Offer Price"), payable in cash. For purposes of clarification, since the launch of the Tender Offer is conditional on the approval and fulfillment of the capital reduction to be deliberated at BR Properties' shareholder's' meeting, convened to January 24, 2023, the Offer Price already considers the impact of this capital reduction, and is prior to the reverse stock split, that will be deliberated at the same shareholder's' meeting.
GPCP VI, in the capacity of shareholder of the Company and pursuant to article 123, sole paragraph (c), of Law No. 6,404/76, will request the Company to call and hold a shareholders' meeting as soon as possible for the resolution of: (i) the removal of poison pill references from the Company's bylaws and (ii) the Company's voluntary exit from Novo Mercado, with the waiver of a tender offer for the purchase of shares, which effects will be conditioned upon the success of the offer.
January 13, 2023
Rodrigo Boscolo
Chief Financial and Investor Relations Officer
Attachments
Original Link
Original Document
Permalink
Disclaimer
GP Investments Ltd. published this content on 17 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2023 20:59:03 UTC.
GP Investments, Ltd. is a Bermuda-based private equity and alternative investment company. The Companyâs operations comprise private equity, real estate and direct investment activities, including the management of limited partnerships. Its segments include private equity and real estate. In the private equity business, it invests to acquire control or joint control with the original owners with the objective of lead the invested company. In real estate business, it invests primarily at the asset level, directly in projects in the residential, office and retail segments. Its investment portfolio includes Spice Private Equity Ltd., Grupo SBF, BR Properties, and 2TM Group. It invests in approximately 15 sectors, such as industry, health services, mobile resource management, retail, logistics, real estate/shopping malls, Internet and technology, hotel, telecommunication, utilities, education, entertainment/restaurants, consumer goods, human resources (HR) services, and oil and gas.