Material Fact – Restricted Offering of Shares of the Company
Recife, May 14, 2017, Ser Educacional (B3 SEER3, Bloomberg SEER3:BZ and Reuters SEER3.SA), pursuant to Section 157, §4º of Law No. 6,404, dated December 15, 1976, as amended, and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) (“CVM“) Rule No. 358, dated January 3rd, 2002, as amended, hereby informs its shareholders and the market in general that the members of the Board of Directors of the Company at a meeting held on May 12, 2017, approved an offering (the “Restricted Offering“) of 17,429,152 newly-issued common shares of the Company (the “Shares“), in accordance with CVM Rule No. 476, dated January 16, 2009, as amended (the “Primary Offering“).
The Restricted Offering of the Shares of the Company has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any other U.S. federal and state securities laws, and the Shares may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. persons, unless they are registered, or exempt from, or not subject to, registration under the Securities Act.
In order to comply with CVM regulations and to ensure the participation of current shareholders in the Restricted Offering, a priority right will be given to existing shareholders of the Company to subscribe for up to all of the shares to be placed through the Primary Offering pro rata to their shareholdings in the Company‘s capital (“Priority Offering“). Therefore, all of the newly issued common shares of the Company to be offered in the Primary Offering will be offered to existing shareholders first pursuant to the Priority Offering. The Priority Offering occurring in Brazil concurrently with the Restricted Offering has not been and will not be registered under the Securities Act or under any U.S. state securities laws. Accordingly, the Priority Offering is only available to investors in the United States or to U.S. persons in reliance on exemptions from registration provided under the Securities Act.
This material fact notice is disclosed for informative purpose only and shall not, in any circumstances, be construed as an investment recommendation. This material fact notice does not constitute an offer to sell or the solicitation of an offer to buy the Company‘s securities, including the Shares, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
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