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Material Fact

Share Buyback Program

Recife, October 16, 2018, Ser Educacional (B3 SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA), one of Brazil’s largest private education groups and a leader in the Northeast and North regions, pursuant to CVM Instruction 358, of January 3, 2002, as amended, and paragraph 4 of article 157 of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law"), hereby informs its shareholders and the market in general that its Board of Directors, at a meeting held today, resolved on (i) the early termination of the Company’s current share buyback program, approved by the Company’s Board of Directors on April 03, 2018; (ii) the cancellation of all shares held in treasury, which totals five million, eight hundred and sixty thousand, one hundred and forty (5,860,140) shares, without alteration of the Company’s share capital and its respective accounting, according to law; and (iii) the approval of the Company’s new share buyback program ("Buyback Program"), pursuant to CVM Instruction 567, dated September 17, 2015, under the following conditions:

  • Company’s objective with the Buyback Program: to generate value to shareholders by properly managing the Company’s capital structure.
  • Maximum number of shares to be acquired: up to five million, three hundred twenty-six thousand and one hundred (5,326,100) shares.
  • Number of Shares Outstanding in the Market, as defined by article 8, paragraph 3 of CVM Instruction 567/15: free float totals fifty-eight million, five hundred and eighty-seven thousand, one hundred and seven (58,587,107) shares.
  • Number of treasury Shares on this date: there are no shares held in treasury.
  • The shares acquired under the Buyback Program will be held in treasury, canceled, or aimed at any other plans approved by the Company‘s Shareholders‘ Meeting.
  • Maximum term to acquire Company shares within the scope of the Buyback Program: 365 days, as of October 16, 2018, ending on October 16, 2019. The Board of Executive Officers must define the dates when the buyback will be effectively carried out.
  • Brokerage Firms: The transactions will be carried out by BTG PACTUAL CTVM S/A, located at Av. Brigadeiro Faria Lima, 3.477 - 14º Andar - Itaim Bibi CEP 04538-133 São Paulo - SP - Brazil and SANTANDER CORRETORA DE CÂMBIO E VALORES MOBILIÁRIOS S/A, located at Av. Juscelino Kubitschek, 2041, E 2235 - Parte - 24 Andar, Vila Nova Conceição, São Paulo, SP, CEP 04543-011, Brazil.
  • According to the Company‘s most recent financial information, related to the fiscal period ended June 30, 2018, the Company reported retained earnings of R$82,741 thousand, after deducting the legal reserve and tax incentive amounts. The Company does not record special or profit reserve.
  • The Board members understand that the Company’s current financial situation is compatible with the possible execution of the Buyback Program under the approved conditions, and does not expect any impact on compliance, with the obligations assumed with creditors nor with the payment of minimum mandatory dividends. This conclusion arises from the assessment of the potential financial amount to be allocated to the Share Buyback Program when compared to (i) the level of obligations assumed with creditors; (ii) the unrestricted amount available in the Company’s cash, cash equivalents and financial investments; and; (iii) the expectation of generation of cash by the Company throughout 2018.

In accordance with item 7.11.1 of Official Letter/CVM/SEP no. 02/18, Exhibit 30-XXXVI to CVM Instruction 480/09 (with information on the Buyback Program) is available as an attachment to the minutes of the Board of Directors’ meeting published today. The Company’s Board of Executive Officers will define the opportunity and the number of shares to be acquired pursuant to the limits and period established by the Buyback Program and the applicable regulations.

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