ABRIL EDUCAÇÃO S.A. Corporate Taxpayer ID (CNPJ/MF) 02.541

ABRIL EDUCAÇÃO S.A.
Corporate Taxpayer ID (CNPJ/MF) 02.541.982/0001-54
Company Registry NIRE 3530017583-2
Authorized Capital Publicly-Held Company
MATERIAL FACT
INVESTMENT IN JAFAR SISTEMA DE ENSINO E CURSOS LIVRES S.A.
Abril Educação S.A. (“Company”), pursuant to Paragraph 4, Article 157 of Law nº. 6,404/76
and CVM Instruction 358/02, hereby announces that on this date its subsidiary CAEP – Central
Abril Educação e Participações Ltda. (“CAEP”) entered into a Private Instrument of Stock
Purchase and Subscription Agreement (“Agreement”) with shareholders (“Sellers”) of Jafar
Sistema de Ensino e Cursos Livres S.A. – owner of Alfacon Preparatórios para Concursos
brand name (“Jafar”) to acquire fifty-one percent (51%) of capital (“Operation”).
Under the Agreement, CAEP paid on this date, the amount of five million, five hundred
thousand reais (R$ 5,500,000.00) (“Acquisition Price”), as follows: (i) four million five hundred
thousand reais (R$ 4,500,000.00), to the Sellers for the direct acquisition of equity interest and
as payment of non-compete premium; and (ii) capital injection of one million reais
(R$1,000,000.00) to Jafar’s capital through the subscription and payment of twenty thousand
four hundred forty-one (20,441) new shares at a price of forty-eight reais and ninety and two
centavos (R$ 48.92) per share, solely by CAEP.
The Agreement also sets forth certain call and put options for full or partial forty-nine percent
(49%) of shares which will remain with Sellers, as well as the conditions to exercise these
options. The calculation method of the option exercise price is provided in the Agreement.
Jafar (Alfacon) is a company that prepares, produces and coordinates preparatory courses for
federal, state and municipal civil-service tests and examinations through distance learning, via
video-classes on the Internet. Therefore, CAEP, through said Operation, became Jafar’s
controlling company, representing a relevant step in the Company’s strategy to focus on
preparatory courses (post-high school) for civil-services, in which Abril Educação already have
access through its presential course, SIGA.
The present Transaction is neither subject to prior approval by the Brazilian antitrust
authorities, nor does it depend on the approval of the Company’s shareholders or give said
shareholders withdrawal rights, given that the Transaction does not fall within the scope of
Article 256 of the Brazilian Corporation Law.
São Paulo, October 25, 2012.
Fabio Murilo Costa D’Avila Carvalho
Chief Financial and Investor Relations Officer