SC 13D/A 1 dp168639_sc13da-afya.htm FORM SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange of 1934

(Amendment No. 1)

 

Afya Limited
(Name of Issuer)
 
Class A Common Shares, par value $0.00005 per share
(Title of Class of Securities)
 
G01125106
(CUSIP Number)
 

Denise Abel
Bertelsmann SE & Co. KGaA
Carl-Bertelsmann-Strasse 270
33311 Gütersloh, Germany

with copies to:

Michael Davis, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
     
  March 4, 2022  
  (Date of Event which Requires Filing of this Statement)  

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. G01125106  

 

1

NAME OF REPORTING PERSON 

Bertelsmann SE & Co. KGaA 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x
3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions) 

WC 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION 

Germany 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER 

— 

8

SHARED VOTING POWER 

23,074,134 

9

SOLE DISPOSITIVE POWER 

23,074,134 

10

SHARED DISPOSITIVE POWER 

— 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,074,134(1) 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 

32.5% (2)(3) 

14

TYPE OF REPORTING PERSON (See Instructions)

CO 

    

 

 

 

1

NAME OF REPORTING PERSON

Erste WV Gütersloh GmbH

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨
(b) x
3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Germany 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH		 7

SOLE VOTING POWER

— 

8

SHARED VOTING POWER

23,074,134 

9

SOLE DISPOSITIVE POWER

23,074,134 

10

SHARED DISPOSITIVE POWER

— 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,074,134(1) 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.5% (2)(3) 

14

TYPE OF REPORTING PERSON (See Instructions)

CO 

(1) Aggregate amount beneficially owned by Bertelsmann SE & Co. KGaA (“Bertelsmann”) and Erste WV Gütersloh GmbH, a wholly-owned direct subsidiary of Bertelsmann (collectively, the “Reporting Person”) consists of 23,074,134 Class B common shares held of record by the Reporting Person. Each Class B common share held of record by the Reporting Person is convertible into one Class A common share at the option of its holder at any time.
(2) Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 47,920,068 Class A common shares outstanding as of September 30, 2021 as reported by the Issuer in its Current Report on Form 6-K, filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2021, to the Reporting Person, and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person. As of September 30, 2021, the number of Class A common shares outstanding was 47,920,068 and the percentage beneficially owned was 32.5%.
(3) Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.

 

 

Explanatory Note

 

This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D filed by the Reporting Person on August 10, 2021 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Original Schedule 13D. This Schedule 13D relates to the Class A common shares, par value $0.00005, of Afya Limited, an exempted liability company incorporated under the laws of the Cayman Islands (the “Issuer”), having its registered offices at Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503, Vila da Serra, Nova Lima, Minas Gerais Brazil.

 

Item 4.Purpose of Transaction.

 

This Amendment No. 1 amends and supplements Item 4 of the Original Schedule 13D by adding the following:

 

On March 4, 2022, the Reporting Person entered into a term sheet (the “Term Sheet”) with the Esteves Shareholders and NRE Capital Ventures Ltd, pursuant to which the Esteves Shareholders and NRE Capital Ventures Ltd made a binding offer to sell to the Reporting Person 6,000,000 Class B common Shares (the “Offer”). The Offer may be revoked if not accepted by April 15, 2022. As of the date hereof, the Reporting Person has not accepted the Offer, and acceptance of the Offer remains subject to the Reporting Person’s due diligence on the Issuer and board approval. There are no assurances that the Reporting Person will accept the Offer and consummate the transactions contemplated by the Term Sheet. Pursuant to the Term Sheet, the Reporting Person, the Esteves Shareholders and NRE Capital Ventures Ltd agreed to negotiate amendments to the Issuer’s Amended and Restated Memorandum and Articles of Association and, if applicable, the Amended and Restated Shareholders’ Agreement in connection with the potential acquisition of the additional Class B common shares upon acceptance of the Offer by the Reporting Person in order to allow the Reporting Person to consolidate its investment in the Issuer under International Financial Reporting Standards and as otherwise may be mutually agreed. In addition, if the Offer is accepted and the transactions contemplated by the Term Sheet are consummated, the Reporting Person currently intends to subsequently purchase additional Issuer common shares for investment purposes in the public market or from other shareholders. Any such purchase of additional Issuer common shares would be subject to market conditions and applicable legal requirements, and there are no assurances that the Reporting Person will purchase such additional Issuer common shares, or as to the timing or price for any such purchases.

 

 

 

The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the copy of the Term Sheet included as Exhibit 99.1 to this Amendment No. 1.

 

Item 5.Interest in Securities of the Issuer.

 

This Amendment No. 1 amends and supplements Item 5 of the Original Schedule 13D in its entirety as follows:

 

(a) - (b) See Items 7 to 11 and Item 13 on pages 2 and 3 of this Schedule 13D.

 

The Reporting Person beneficially owns 23,074,134 Class B common shares, representing approximately 32.5% of the outstanding Class A common shares (computed on an as converted basis) as of September 30, 2021, as reported on the Current Report on Form 6-K filed by the Issuer with the Commission on November 22, 2021.

 

(c) Neither Bertelsmann, nor, to its knowledge, any of the persons set forth on Schedule A of the Original Schedule 13D, has effected any transaction in Class B common shares during the past sixty (60) days. Neither Erste, nor, to its knowledge, any of the persons set forth on Schedule B of the Original Schedule 13D, has effected any transaction in Class B common shares during the past sixty (60) days.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 7.Material to Be Filed as Exhibits.

 

Exhibit No.

Description

99.1 Term Sheet, dated as of March 4, 2022, by and among the Reporting Person, the Esteves Shareholders and NRE Capital Ventures Ltd.

 

 

 

  

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 4, 2022  
   
  BERTELSMANN SE & CO. KGAA
   
  By:  /s/ Michael Kronenburg
  Name:  Michael Kronenburg
  Title:    Director
   
  By: /s/  Denise Abel
  Name:  Denise Abel
  Title:    SVP Corporate Legal
   

   

 

  ERSTE WV GÜTERSLOH GMBH
   
  By: /s/ Michael Kronenburg
  Name:  Michael Kronenburg
  Title:    Director

   

 

  By: /s/  Denise Abel
  Name: Denise Abel
  Title:   SVP Corporate Legal