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Anhanguera Educacional Participações S.A. (“Company”), pursuant to paragraph 4 of Article 157 of Law 6404/76 and CVM Instruction 358/02, hereby announces that, on October 13, 2010, its Board of Directors approved the calling of an Extraordinary Shareholders’ Meeting to resolve on: (i) the Company’s listing on the Novo Mercado trading segment of the Securities, Commodities and Futures Exchange (BM&FBOVESPA); (ii) the resulting conversion of the Company’s preferred shares into common shares in the ratio of one (1) common share for each one (1) preferred share, and the elimination of the Unit certificates representing the Company’s shares; (iii) a 7:1 reverse split of the Company’s shares following said conversion; and (iv) a complete revision of the Company’s Bylaws to reflect the BM&FBOVESPA’s Novo Mercado rules.
Pursuant to paragraph 1 of Article 136 of Law 6404/76, the Board of Directors also approved the calling of a Special Preferred Shareholders’ Meeting to ratify the resolution regarding the conversion of the Company’s preferred shares.
The Board of Directors further approved a primary public offering of, initially, up to twenty million (20,000,000) common shares with no par value on the Brazilian over-the-counter market, pursuant to CVM Instruction 400/03, as amended, with placement efforts abroad with certain foreign investors pursuant to the United States Securities Act of 1933, and subsequent amendments thereto, enacted by the United States Securities and Exchange Commission (“Offering”), without the possibility of a partial placement. At the Company’s discretion, the number of common shares initially offered may be incremented by up to 20% of same. In addition, the lead manager of the Offering has the right to exercise an option to issue a supplementary amount equivalent to 15% of the number of common shares initially offered.
The Company will use part of the proceeds from the Offering to finance its expansion plan, including through acquisitions, although other possible allocations have not been ruled out.
All the information and documents related to said Shareholders’ Meetings, including those envisaged by CVM Instruction 481/09, are available at the Company’s headquarters, on its website (www.unianhanguera.edu.br/ir) and on the websites of the Brazilian Securities and Exchange Commission (www.cvm.gov.br) and the BM&FBOVESPA (www.bmfbovespa.com.br). Management will keep the Company’s shareholders and the market in general informed of any developments in regard to the object of this Material Fact.
Valinhos, October 13, 2010.
José Augusto Gonçalves de Araújo Teixeira
Chief Planning Officer and Investor Relations Officer
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