Vitru Announces Commencement of Rights Offering
24 Oktober 2022 - 3:24PM
Vitru Limited (Nasdaq: VTRU) (“Vitru” or the “Company”) today
announced that it has commenced its previously announced rights
offering (the “Rights Offering”).
Pursuant to the Rights Offering, Vitru is
distributing nontransferable subscription rights to each holder of
its common shares as of 5:00 p.m., Eastern Time, on October 21,
2022 (the “Record Date”). The subscription rights may be exercised
at any time during the subscription period, which commences on
October 24, 2022, and ends at 5:00 p.m., Eastern Time, on November
17, 2022 (the “Expiration Date”). The subscription rights will
expire and will have no value if they are not exercised by the
Expiration Date.
One subscription right is being distributed for
each six common shares held as of the Record Date, with each
subscription right exercisable for one common share at an exercise
price of U.S.$16.02 per full common share. Vitru will not issue any
fractional shares upon exercise of any subscription rights in the
Rights Offering, and shareholders must exercise subscription rights
which would result in the issuance of at least one whole common
share to participate in the Rights Offering. For example, if you
owned 1,000 of our common shares on the Record Date, you would be
granted subscription rights to purchase an aggregate of 166 of our
common shares (rounded down to the nearest whole Common Share, with
the total subscription payment being adjusted accordingly) at the
subscription price per share. An aggregate of up to 4,818,123
common shares are issuable pursuant to the Rights Offering.
Vinci Capital Partners II J Beta Fundo de
Investimento Em Participações Multiestratégia, Agresti Investments
LLC, Botticelli Investments LLC, Caravaggio Investments LLC and
Raffaello Investments LLC (“collectively, Vinci”), along with Mundi
Holdings I, L.L.C. (“Carlyle”), Mundi Holdings II, L.L.C. (“SPX”)
and NB Verrocchio LP (“Neuberger”) have advised us that they will
not exercise any subscription rights issued to them pursuant to the
Rights Offering. If the Rights Offering is fully subscribed by all
other shareholders, it would raise gross proceeds of approximately
U.S.$32.2 million.
Vitru currently intends to use the net proceeds
from the Rights Offering to repay a part of the aggregate principal
amount outstanding under our Series 1 Debentures due 2024 and our
Series 2 Debentures due 2027. In addition, Vitru intends to use any
remaining net proceeds from the Rights Offering for general
corporate purposes.
A prospectus supplement relating to the Rights
Offering was filed with the Securities and Exchange Commission (the
“SEC”) on October 24, 2022 and is available on the website of the
SEC. Questions about the offering and requests for copies of the
prospectus supplement relating to the Rights Offering may be
directed to D. F. King& Co., Inc., Vitru’s information agent
for the Rights Offering, at the email address and telephone number
provided at the end of this press release.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any offer, solicitation or sale of securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Vitru
Vitru is the leading pure distance learning
education group in the postsecondary distance learning market in
Brazil. Through its invested companies, Vitru provides a complete
pedagogical ecosystem focused on hybrid distance
learning experience for undergraduates and continuing
education students.
Forward Looking Statements
This press release includes “forward-looking
statements” within the meaning of the U.S. federal securities laws.
Statements contained herein that are not clearly historical in
nature are forward-looking, and the words “anticipate,” “believe,”
“continues,” “expect,” “estimate,” “intend,” “project” and similar
expressions and future or conditional verbs such as “will,”
“would,” “should,” “could,” “might,” “can,” “may,” or similar
expressions are generally intended to identify forward-looking
statements. These forward-looking statements speak only as of the
date hereof and are based on Vitru’s current plans, estimates of
future events, expectations and trends that affect or may affect
our business, financial condition, results of operations, cash
flow, liquidity, prospects and the trading price of Vitru’s common
shares, and are subject to several known and unknown uncertainties
and risks, many of which are beyond Vitru’s control. As a
consequence, current plans, anticipated actions and future
financial position and results of operations may differ
significantly from those expressed in any forward-looking
statements in this press release. You are cautioned not to unduly
rely on such forward-looking statements when evaluating the
information presented. Vitru does not undertake any obligation to
update publicly or to revise any forward-looking statements after
we distribute this press release because of new information, future
events, or other factors.
Contact:
Carlos Henrique Boquimpani de Freitas, Chief Financial and Investor Relations Officer
Maria Carolina F. Gonçalves
e-mail: ir@vitru.com.br
website: https://investors.vitru.com.br/
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