SOURCE: BR MALLS Participacoes S.A.

August 21, 2009 10:21 ET

BR Malls -- Material Fact

RIO DE JANEIRO, BRAZIL--(Marketwire - August 21, 2009) - In accordance to Ordinance CVM/SEP/GEA-2 no. 258/2009, CVM/SEP/GEA-2 no. 261/2009 and CVM/SEP/GEA-2 no. 343/2009 and also with the provisions set forth on paragraph 4th, article 3rd of rule no. 358/02 of the Brazilian Securities and Exchange Commission, BR MALLS PARTICIPAÇÕES S.A. ("BR Malls") and JHSF PARTICIPAÇÕES S.A. ("JHSF"), in response to the articles published in Portal Exame on August 19th, 2009 and in Jornal Valor Econômico on August 20th, 2009, inform that:

BR Malls sent a firm proposal to JHSF aiming at -- subject to the conduction of financial, commercial, accounting and legal due diligences ("Diligences") -- the acquisition of a 95% ownership interest in Shopping Metrô Santa Cruz, as well as, 100% of the rights to manage the parking of Metro Santa Cruz, for the price of R$ 222,595,550.00 (two hundred twenty two million five hundred ninety five thousand five hundred and fifty reais) ("Proposal").

JHSF formalized the acceptance of the Proposal and both parties initiated arrangements for the conduction of the Diligences.

The Diligences were concluded by BR Malls and, after good faith negotiations, both parties, on this date, irrevocably and irretractably, agreed that, due to Real Estate Credit Notes (Cédulas de Crédito Imobiliário -- "CCI") and other adjustments, the final price to be paid is of R$188,100,000.00 (a hundred eighty eight million and a hundred thousand reais). BR Malls and JHSF will sign the purchase and sale agreement over the next 15 (fifteen) days, in accordance with the terms established in the Proposal.

The transaction will be concluded after all the existing obligations are met, including the ones relating to the concession agreement.

Both BR Malls and JHSF shall maintain its investors and the market in general informed of further developments regarding this manner.

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