Afya Limited Announces a New Rule 10b5-1 Share Repurchase Program
24 Março 2023 - 9:51AM
Business Wire
Afya Limited, or Afya (Nasdaq: AFYA), today announced that,
after the completion of its third share repurchase program, which
resulted in the purchase of 1,874,457 Class A common shares, its
Board of Directors has approved a new share repurchase program
providing for the repurchase of up to 2,000,000 of its outstanding
Class A common shares (the “Shares”), which represents
approximately 5.8% of its free float in accordance with the
conditions established by the Board of Directors on March 23,
2023. Accordingly, in connection with repurchases under the
new program, Afya today announced that will enter into a written
trading plan (the “Plan”) with BofA Securities, Inc., as the
independent broker-dealer, which is intended to comply with the
requirements of Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18 (“Rule
10b-18”), each under the Securities and Exchange Act of 1934, as
amended (the “Exchange Act”).
Pursuant to the Plan, the independent broker-dealer will act as
Afya’s agent to repurchase the Shares in open market transactions,
based on prevailing market prices, in privately negotiated
transactions or otherwise in compliance with applicable securities
laws and regulations, including Rules 10b-18 and 10b5-1, on
pre-arranged terms, until the earlier of the completion of the
repurchase and December 31, 2024, subject to market conditions.
Repurchases made under the Plan are subject to Securities and
Exchange Commission regulations including the applicable
requirements of Rules 10b5-1 and 10b-18, as well as certain market
price, manner, volume, and timing conditions specified in the Plan,
including with respect to certain limitations resulting from any
repurchases by or on behalf of an Afya affiliated purchaser under
its own Rule 10b5-1 trading plan with BofA Securities, Inc., as
independent broker-dealer thereunder.
Afya intends the Shares to be repurchased for use in its stock
option program, as consideration in futures business combinations
transactions, and for general corporate purposes. Afya expects to
utilize its existing funds, future dividends to be received from
Afya Participações and/or strike price funds to be received in
connection with any option exercises under its stock option program
to fund repurchases made under the Plan.
Because purchases under the Plan are at the discretion of the
independent broker-dealer and are subject to certain pricing
parameters, there is no guarantee as to the exact number of Shares
that will be repurchased under the Plan. Subject to the rules and
regulations of the Exchange Act and other applicable laws, the Plan
may be suspended or discontinued at any time in Afya’s sole
discretion.
It is Afya’s intention that such purchases under the Plan
benefit from the safe harbors provided by Rules 10b-18 and 10b5-1.
Accordingly, Afya shall not take, nor permit any person or entity
under its control to take, any action that could jeopardize the
availability of Rules 10b-18 or 10b5-1 for purchases under the
Plan.
About Afya:
Afya is a leading medical education group in Brazil based on
number of medical school seats, delivering an end-to-end
physician-centric ecosystem that serves and empowers students and
physicians to transform their ambitions into rewarding lifelong
experiences from the moment they join us as medical students
through their medical residency preparation, graduation program,
continuing medical education activities and offering digital
products to help physicians to enhance healthcare services through
their whole career.
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version on businesswire.com: https://www.businesswire.com/news/home/20230324005236/en/
Investor Relations Contact: Afya Limited ir@afya.com.br Media
Contact: Cíntia Moraes Marin cintia.marin@afya.com.br
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