GP Investments : Notice to Market – Approval of the waivers of the poison pill provision and to the right to declare the acceleration of indebtedness from the BR Properties’ shareholders and creditors
May 02, 2016 at 06:39 pm EDT
Share
5920238d-0299-4b1d-9667-ef7b7de515ef.pdf
GP INVESTMENTS, LTD.
Publicly-held Company headquartered in Bermuda
NOTICE TO THE MARKET
GP INVESTMENTS, LTD., a company headquartered at 129, Front Street, Penthouse, Hamilton HM 12, Bermuda, which Class A shares are traded on BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros as Brazilian Depositary Receipts ("GP"), in fulfilment of the provisions in CVM Instruction No. 358/02 and in connection with the Tender Offer for Common Shares of BR Properties S.A. ("BR Properties" or "Company"), which tender offer notice was published on March 28, 2016 and amended on April 4, 2016 and on April 26, 2016 ("Tender Offer Notice"), with GP Real Properties II C, LLC as offeror ("Offeror" and "Tender Offer", respectively), hereby informs the public that the effectiveness conditions established in items 2.7.1 (ii) and 2.7.1 (iii) of the Tender Offer Notice have been fully fulfilled, which means:
the approval by the Company's General Meeting, held on this date, of the waiver of the poison pill provision established in article 24 of the Company's Bylaws in relation to the acquisition of common shares issued by the Company by the Offeror within the scope of the Tender Offer; and
the successful conclusion, on this date, of the process for obtaining the formal approval, as established in the respective instruments, or favourable statement (manifestação favorável) in writing by the financial institutions, by the debentureholders and/or other creditors of the Company regarding the waiver to the right to declare the acceleration of the Company's indebtedness as a result of the Tender Offer.
GP will keep the market and shareholders informed about any updates regarding the matters hereof.
This notice to the market serves information purposes only and does not constitute a tender offer or a promise of tender offer to purchase securities in Brazil or abroad.
São Paulo, May 2, 2016.
Alvaro Lopes da Silva Neto
Investors' Relations Officer
GP Investments Ltd. issued this content on 02 May 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 02 May 2016 22:38:06 UTC.
Original document available at
http://www.gp-investments.com/gp2012/web/download_arquivos.asp?id_arquivo=F808B600-29BA-48DF-8AB8-4AA98C66B3FF
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.
GP Investments : Notice to Market – Approval of the waivers of the poison pill provision and to the right to declare the acceleration of indebtedness from the BR Properties’ shareholders and creditors
GP INVESTMENTS, LTD. 
