BR Properties : Notice to the Market - GP Tender Offer (CVM Notice)

15a657fe-b6e1-44c2-9b84-97949f6f77a7.pdf BR PROPERTIES S.A.

CNPJ 06.977.751/0001-49 NIRE 35.300.316.592

(Publicly-Held Company)

NOTICE TO THE MARKET

BR Properties S.A. ("Company") (BRPR3) hereby discloses copy of the CVM Notice No. 31/2016-CVM/SRE/GER-1, through which it was informed about the extension of the term granted to GP Real Properties II C, LLC ("GP") to (i) publish the instrument of the voluntary tender offer for acquisition of the control of the Company intended by GP, as announced on December 11th, 2015; or (ii) announce unequivocally to the market that it does not intend to launch the tender offer within the period of six (6) months.

Additionally, attached to this Notice to the Market is the manifestation of the Company on this subject, sent to the Brazilian Securities Commission (CVM) on this date.

The Company will keep its shareholders and the market duly informed about subsequent events related to this matter.

São Paulo, February 5, 2016.

André Fernandes Berenguer

Finances and Investors Relations Officer

The original letter was received in portuguese and translated into English (FREE TRAN SLATION). If there is a conflict, the Portuguese version shall prevail over the translated version.‌

Official Letter Nº 31/2016-CVM/SRE/GER-1

Rio de Janeiro, February 03, 2016.

To Mr.

Alvaro Lopes da Silva Neto Chief Investor Relations Officer GP Investments, Ltd

Av. Brigadeiro Faria Lima, 3900, 7º andar, Itaim Bibi 04538-132 São Paulo - SP

E-mail: todosformulariodereferencia@gp-investments.com

c/c

Andre Fernandes Berenguer Chief Investor Relations Officer BR Properties S.A.

Avenida das Nações Unidas, 12.495, Torre A - 18° Andar - Brooklin Novo 04578-000 São Paulo - SP

E-mail: ri@brpr.com.br

1. mail BM&FBovespa: DO-DOP-Diretoriadeoperacoes@bvmf.com.br

   
   

   Subject: Extension of time limit for compliance with the Official Letter Nº228/2015/CVM/SRE/GER-1 - OPA to purchase BR Properties S.A.'s control - Proceeding CVM Nº 19957.003881/2015-34

   
   

   Dear Sir,

   
   

2. We refer to the proceeding filed at CVM on 01/29/2016, requesting for extension of the time limit, to meet the requirements stated in the Official Letter Nº 228/2015/CVM/SRE/GER-1

   ("Official Letter"), regarding the intent to carry out a voluntary public offering for the purchase of BR Properties S.A.'s control ("Company"), by GP Real Properties II C, LLC.

3. Such requirement provides that GP Real Properties II C, LLC, within 60 days from 12/11/2015: (i) publish the tender Offering (OPA), according to art. 11 of that Instruction; or (ii) unequivocally announce to the market, that it does not intend to carry out such OPA within 6 months.

4. By the way, bearing in mind the arguments put forth in the aforementioned document, we communicate that the deadline to meet such requirement is 03/28/2016, without any possibility of future extension, and the other conditions set forth in the Official Letter remain unchanged.

   
   

5. Moreover, we explain that the reply to this Official Letter must refer to the number of CVM Proceeding Nº 19957.003881/2015-34.

6. Finally, if any further clarification is required, please contact Raul Cordeiro, Registration Manager -1, by the telephone number (21) 3554-8500.




Sincerely,




(electronically signed by) (electronically signed by) RAUL DE CAMPOS CORDEIRO DOV RAWET

Registration Manager -1 Securities Registration Superintendent

São Paulo, February 5, 2016.

To

Brazilian Securities Commision (Comissão de Valores Mobiliários - CVM) Superintendence of Companies Relations (Superintendência de Relações com Empresas)

Management of Registration- 1 (Gerência de Registros - 1)

Attn. Mr. Dov Rawet

Mr. Raul de Campos Cordeiro




Re.: Notice n° 31/2016-CVM/SRE/GER-1 (" Notice") - CVM Proceeding n° 19957.003881/2015-34




BR PROPERTIES S.A., publicly held company, headquartered in the City of São Paulo, State of São Paulo, Av. das Nações Unidas, 12,495, Tower A, enrolled with the CNPJ/MF under No. 06,977,751/0001-49 ("Company"), after receiving copy of the Notice, hereby exposes and requires the following:




1. This CVM had set a deadline of sixty (60) days, counting from 12.11.2015, for GP Real Properties II C, LLC ("GP") to publish, alternatively, the instrument of the tender offer which it announced it intended to launch, for acquisition of the Company's control ("GP Tender Offer") or the announcement to the market that it does not intend to launch such tender offer within the period of six (6) months.

   
   

2. However, as one can see from the Notice, this commission accepted the request made by GP to extend the sixty (60) days term, originally set by this commission, for an additional forty-five (45) days, which will now end on 03.28.2016.

   
   

3. The Company did not receive copy of the request presented by GP and, therefore, do not know its terms. That being said, the Company would like to submit to this CVM the reasons why it believes the extension of the term may cause serious damages to the Company and its investors - so that this commission can, in light of such information, proceed as it deems appropriate.