Material Fact
Recife, January 12, 2015 – Ser Educacional S.A (BM&FBOVESPA: SEER3), pursuant to Article 157, paragraph 4 of Law 6404 of December 15, 1976, as amended (“Brazilian Corporation Law”) and CVM Instruction 358 of January 3, 2002, as amended, hereby announces that the Company’s Board of Directors unanimously approved, as per Article 16, k, of the Bylaws, a share buyback program (“Buyback Program”) to be further held in treasury, cancelled or replaced in the market.
The Buyback Program shall comply with the limits and conditions set forth in CVM Instruction 10 of February 14, 1980, as amended (“CVM Instruction 10”), whereby the main terms are as follows:
(a) Objective: The objective of the Buyback Program is to promote efficient investment of funds available in cash, to capture an important value generation potential to shareholders, due to the current discount of the value of Company shares in the market.
(b) Number of Shares to be Acquired: The Board of Directors approved the acquisition of up to three million, seven hundred and fifty-two thousand, two hundred and thirty-seven (3.752.237) no-par, registered, book-entry common shares issued by the Company, representing ten percent (10%) of the outstanding Company shares (“Shares”).
(c) Number of Outstanding Shares: As per Article 5 of CVM Instruction 10, the volume of outstanding shares is thirty-seven million, five hundred and twenty-two thousand, three hundred and seventy (37,522,370) common shares.
(d) Term and Price: The term to buy back the shares is three hundred and sixty-five (365) days, as of this date until January 11, 2016. Share buyback transactions will be carried out at market price.
(e) Place of the Acquisitions: Shares shall be acquired at BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange.
(f) Brokerage Firm: The transaction will be conducted by BTG PACTUAL CTVM S/A and Santander Corretora de Câmbio e Valores Mobiliários S.A..
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IR Contact:
Natasha Nakagawa
Investor Relations Officer
Phone.: +55 (81) 3413 4615
E-mail: ri@sereducacional.com
Website: www.sereducacional.com/ir