On June 17, 2011, Estácio Participações launched the level I ADR Program with the objective of expanding the possibilities for investors, mainly those residing abroad, to invest in the Company and increase the liquidity of the stock. Each ADR corresponds to one common share (“ESTC3”) and is traded in the US OTC market under the ticker “ECPCY”.
Each common share entitles its holder to one vote in the Company’s annual and extraordinary shareholders’ meetings. In addition, the Company’s bylaws and the Brazilian corporation law provide that holders of its common shares are entitled to dividends or other distributions made with respect to the Company’s common shares ratably in accordance with their respective holdings.
In the event of the Company’s liquidation, holders of its common shares are entitled to share the its remaining assets ratably in accordance with their respective participation in the Company’s capital. Pursuant to Brazilian corporation law, shareholders are also entitled to preemptive rights to subscribe for new shares issued by Estácio Participações, although they are not obligated to subscribe to future capital increases.
The Company’s common shares also have tag-along rights upon the sale of a controlling interest in us that entitle their holders to receive 100% of the price per common share paid for the controlling stake in exchange for their shares.
Under the Brazilian corporation law, neither the Company’s bylaws, nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights: (i) the right to participate in the distribution of profits; (ii) the right to participate equally and ratably in any remaining residual assets in the event of liquidation of the company; (iii) preemptive rights in the event of issuance of shares, convertible debentures or subscription warrants, except in certain specific circumstances, as set forth in the Brazilian corporation law (see “—Preemptive rights”); (iv) the right to hold the Company’s management accountable, in accordance with the provisions of the Brazilian corporation law; and (v) the right to withdraw in the cases specified in the Brazilian corporation law, including in the events of merger or consolidation.
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Estácio Participações stocks, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Estácio Participações stocks are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil, with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
- through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
All Estácio Participações’s material facts, earnings results and other notices to the market are published simultaneously at CVM/BM&FBovespa and at the investor relations area of the Company’s website (http://www.estacioparticipacoes.com/), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements are published annually on the newspapers “Diário Mercantil” and “Diário Oficial do Estado do Rio de Janeiro”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of Estácio Participações’s website (http://www.estacioparticipacoes.com/). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (http://www.bmfbovespa.com.br/) and at the Securities and Exchange Commission of Brazil – CVM (http://www.cvm.gov.br/).
Estácio Participações S.A.
Av. Embaixador Abelardo Bueno, 199 – 6º andar
Barra da Tijuca – Rio de Janeiro/RJ – Brasil
Phone: (+55 21) 3311-9700
Fax: (+55 21) 3311-9722
Visit our website: http://www.estacioparticipacoes.com/
Pedro Thompson Landeira de Oliveira
Chief Financial and Investor Relations Officer
Any questions not related to analysts and investors must be directed to Estácio Participações’s Contact Page.
From time to time, Estácio Participações discloses so-called non-GAAP financial measures, primarily EBITDA. EBITDA means income before net financial expenses, income and social contribution taxes, depreciation and amortization, and non-operating result. EBITDA is not Brazilian or the U.S. GAAP measurement, does not represent cash flows for the periods presented and should not be considered alternatives to net income as an indicator of Estácio Participações’s operating performance or as an alternative to cash flows as an indicator of liquidity.
Although the EBITDA does not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, Estácio Participações management uses EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.
In the first half of the year, the first quarter is stronger due to the massive enrollments at the beginning of the school year in February, and the second quarter usually records a drop in the number of enrolled students as a result of regular evasions. This phenomenon tends to repeat in the second semester, with the third quarter usually picking up steam from the new enrollments that open the period, in late July/August followed by a lower activity in the fourth quarter.