```markdown Part I [Item 1. Identity of Directors, Senior Management and Advisers](index=12&type=section&id=Item%201.%20Identity%20of%20Directors%2C%20Senior%20Management%20and%20Advisers) This section is marked as **'Not applicable'**, indicating no information is provided for Directors, Senior Management, Advisers, or Auditors - The report states **'Not applicable'** for sections concerning Directors, Senior Management, Advisers, and Auditors[59](index=59&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) [Item 2. Offer Statistics and Expected Timetable](index=12&type=section&id=Item%202.%20Offer%20Statistics%20and%20Expected%20Timetable) This section is marked as **'Not applicable'**, indicating no information is provided regarding offer statistics or an expected timetable - The report states **'Not applicable'** for Offer Statistics and Method and Expected Timetable[62](index=62&type=chunk)[63](index=63&type=chunk) [Item 3. Key Information](index=12&type=section&id=Item%203.%20Key%20Information) This section presents selected financial and operating data for fiscal years 2018-2020, including consolidated statements, non-GAAP reconciliations, operational metrics, and a comprehensive overview of business, Brazilian, and common share risk factors [Selected Financial Data](index=12&type=section&id=A.%20Selected%20Financial%20Data) Statement of Profit or Loss Data (in R$ millions) | Indicator | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Net revenue** | **519.2** | **461.1** | **383.4** | | Gross profit | 297.7 | 249.5 | 199.3 | | Operating profit (loss) | 60.9 | (35.9) | (7.6) | | **Net income (loss) for the year** | **52.1** | **(66.2)** | **(45.2)** | | Basic earnings per share (R$) | 2.79 | (3.93) | (2.78) | | Diluted earnings per share (R$) | 2.68 | (3.93) | (2.78) | Statement of Financial Position Data (in R$ millions) | Indicator | As of Dec 31, 2020 | As of Dec 31, 2019 | | :--- | :--- | :--- | | Total current assets | 731.7 | 214.9 | | Total non-current assets | 956.1 | 873.8 | | **Total assets** | **1,687.8** | **1,088.7** | | Total current liabilities | 382.6 | 221.4 | | Total non-current liabilities | 327.2 | 416.0 | | **Total liabilities** | **709.8** | **637.4** | | **Total equity** | **978.0** | **451.3** | Non-GAAP Financial Measures (in R$ millions) | Indicator | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | 146.7 | 117.6 | 107.8 | | Adjusted Net Income | 98.2 | 57.7 | 55.4 | | Adjusted Cash Flow Conversion from Operations | 88% | 75% | 79% | Operating Data | Indicator | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Number of enrolled students | 309,560 | 240,946 | 189,295 | | Number of distance learning undergraduate students | 256,953 | 195,613 | 148,711 | | Number of hubs | 709 | 545 | 370 | - The Brazilian Real (R$) has experienced significant volatility and depreciation against the U.S. dollar, with the exchange rate moving from R$3.875 per U.S.$1.00 at year-end 2018 to R$5.197 at year-end 2020, representing a **28.9% depreciation in 2020 alone**[82](index=82&type=chunk) [Risk Factors](index=20&type=section&id=D.%20Risk%20Factors) - Key business and industry risks include: - **The adverse effects of the COVID-19 pandemic on operations and student finances** - **Dependence on maintaining good relationships with and expanding the network of hub partners** - **Subjection to extensive and changing government regulations in the Brazilian education sector** - **Significant competition from other public and private educational institutions** - **Reliance on IT systems and the need to adapt to technological changes**[92](index=92&type=chunk)[95](index=95&type=chunk) - Risks related to operating in Brazil include: - **The Brazilian government's significant influence over the economy and potential for policy changes** - **Economic uncertainty and political instability, including ongoing corruption investigations** - **High inflation and exchange rate volatility, which can harm business results and the value of common shares**[95](index=95&type=chunk)[279](index=279&type=chunk)[282](index=282&type=chunk) - Risks related to the company's common shares include: - **The controlling shareholders' significant ownership and voting power, which may limit other shareholders' influence** - **Anti-takeover provisions in the Articles of Association** - **Status as a Cayman Islands exempted company and a foreign private issuer, which entails different disclosure requirements and shareholder rights compared to U.S. domestic companies** - **The company does not anticipate paying cash dividends in the foreseeable future**[100](index=100&type=chunk)[308](index=308&type=chunk)[312](index=312&type=chunk) - **Material weaknesses in internal control over financial reporting have been identified as of December 31, 2020**. These relate to **insufficient accounting resources and processes, specifically in controls over information systems, the financial reporting closing process (including revenue recognition and journal entry reviews), and accounting for stock-based compensation**[154](index=154&type=chunk)[155](index=155&type=chunk) [Item 4. Information on the Company](index=61&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides a comprehensive overview of Vitru Limited, detailing its history, business model, market position, regulatory environment, and its transformation into a leading digital education provider in Brazil [History and Development of the Company](index=61&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) - **Uniasselvi was founded in 1999 and received accreditation to offer digital education courses in 2006**. A pivotal moment was its **acquisition by Carlyle and Vinci Partners in 2016, which led to a strategic shift to focus entirely on expanding digital education operations across Brazil**[334](index=334&type=chunk)[335](index=335&type=chunk)[337](index=337&type=chunk) - **The company's growth accelerated following the 2017 new regulatory framework for distance learning**. By 2018, it became the **leading pure digital education player in Brazil**, and in 2019, its **Institutional Concept (CI) score was upgraded by the MEC to the maximum grade of 5**[338](index=338&type=chunk)[339](index=339&type=chunk) - In September 2020, the company **completed its initial public offering on Nasdaq, raising U.S.$96 million to primarily fund inorganic growth opportunities**[340](index=340&type=chunk) - In response to the COVID-19 pandemic, the company **implemented several measures, including creating a crisis management committee, temporarily replacing in-person meetings with online sessions, training tutors for the new format, and providing remote psychological support to students and employees**[346](index=346&type=chunk) [Business Overview](index=64&type=section&id=B.%20Business%20Overview) - The company's mission is to **democratize education in Brazil through a digital ecosystem**. Its core business is a **hybrid digital education model that combines a Virtual Learning Environment (VLE) with in-person weekly meetings led by local tutors**[355](index=355&type=chunk)[360](index=360&type=chunk)[386](index=386&type=chunk) - Vitru operates an **asset-light, scalable business model primarily through partnerships**. As of December 31, 2020, **84.8% of its 709 hubs were managed by 188 hub partners, who are remunerated with a percentage of tuition fees**[361](index=361&type=chunk)[363](index=363&type=chunk)[418](index=418&type=chunk) - The company's growth strategy focuses on **maturing its existing hubs (88.3% are still ramping up)**, **opening new hubs in underserved and large markets**, **expanding its course offerings**, and **pursuing selective M&A opportunities in education technology and complementary courses**[510](index=510&type=chunk)[512](index=512&type=chunk)[515](index=515&type=chunk)[521](index=521&type=chunk) - The Brazilian postsecondary education system is **highly regulated by the Ministry of Education (MEC)**. Key regulations include the **National Education Guidelines Law (LDB) and the National Higher Education Evaluation System (SINAES)**, which assesses institutions based on quality indicators like the **Institutional Concept (CI)** and **General Courses Index (IGC)**[610](index=610&type=chunk)[614](index=614&type=chunk)[681](index=681&type=chunk) [Organizational Structure](index=117&type=section&id=C.%20Organizational%20Structure) - **Vitru Limited is a Cayman Islands exempted company that serves as the holding company for its Brazilian operating subsidiary, Vitru Brasil**. This structure was established through a **corporate reorganization prior to its initial public offering**[701](index=701&type=chunk) - Following its IPO, as of December 31, 2020, the company had **23,058,053 common shares issued and outstanding**. The **controlling shareholders (Carlyle, Vinci Partners, and NB Funds) beneficially owned a majority of these shares**[702](index=702&type=chunk)[308](index=308&type=chunk) [Property, Plant and Equipment.](index=118&type=section&id=D.%20Property%2C%20Plant%20and%20Equipment.) - The company **relies on a combination of trademark, copyright, and trade secret laws to protect its intellectual property**. As of December 31, 2020, it **owned 29 trademarks**, including "Vitru" and "Uniasselvi," and had **four pending applications**[705](index=705&type=chunk)[706](index=706&type=chunk) - **All of the company's operational and administrative facilities, including its corporate headquarters in Santa Catarina, are leased**. Management believes these facilities are **sufficient for current needs**[707](index=707&type=chunk)[708](index=708&type=chunk) [Operating and Financial Review and Prospects](index=119&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section provides management's discussion and analysis of the company's financial condition and results of operations, detailing key performance drivers, financial results, liquidity, capital resources, and significant trends [Operating Results](index=119&type=section&id=A.%20Operating%20Results) Financial Performance Comparison: 2020 vs. 2019 (in R$ millions) | Metric | 2020 | 2019 | % Change | | :--- | :--- | :--- | :--- | | Net Revenue | 519.2 | 461.1 | 12.6% | | Gross Profit | 297.7 | 249.5 | 19.3% | | Operating Profit (Loss) | 60.9 | (35.9) | (269.6)% | | Net Income (Loss) | 52.1 | (66.2) | (178.7)% | - The **12.6% increase in net revenue in 2020** was primarily driven by a **25.8% growth in the distance-learning undergraduate courses segment**, reflecting a **31.4% increase in student enrollment** in this area[803](index=803&type=chunk) Financial Performance Comparison: 2019 vs. 2018 (in R$ millions) | Metric | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Net Revenue | 461.1 | 383.4 | 20.3% | | Gross Profit | 249.5 | 199.3 | 25.2% | | Operating Loss | (35.9) | (7.6) | 372.4% | | Net Loss | (66.2) | (45.2) | 46.5% | - The **20.3% revenue growth in 2019** was driven by a **29.5% increase in distance-learning undergraduate courses** and a **42.7% increase in continuing education courses**. However, the **net loss widened** due to a **37.9% increase in operating expenses**, including higher marketing costs, share-based compensation, and impairment charges on on-campus assets[824](index=824&type=chunk)[830](index=830&type=chunk)[836](index=836&type=chunk) [Liquidity and Capital Resources](index=139&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) - As of December 31, 2020, the company had **R$601.1 million in cash, cash equivalents, and short-term investments**, a significant increase from **R$74.8 million in 2019**, primarily due to **proceeds from its IPO**[842](index=842&type=chunk) Cash Flow Summary (in R$ millions) | Cash Flow | 2020 | 2019 | | :--- | :--- | :--- | | From Operating Activities | 75.9 | 56.0 | | Used in Investing Activities | (610.3) | (49.5) | | From (Used in) Financing Activities | 617.9 | (6.5) | - Total consolidated indebtedness was **R$576.0 million** as of December 31, 2020, consisting of a **R$151.8 million loan agreement with Banco Santander**, **R$274.9 million in accounts payable from acquisitions**, and **R$149.4 million in lease liabilities**[856](index=856&type=chunk) - **Capital expenditures increased to R$56.5 million in 2020 from R$44.7 million in 2019**, primarily directed towards internal project development, software acquisitions, and improvements in leased properties[860](index=860&type=chunk)[861](index=861&type=chunk)[862](index=862&type=chunk) [Tabular Disclosure of Contractual Obligations](index=143&type=section&id=F.%20Tabular%20Disclosure%20of%20Contractual%20Obligations) Contractual Obligations as of December 31, 2020 (in R$ thousands) | Obligation | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Loans and financing | 151.8 | — | — | — | 151.8 | | Lease liabilities | 24.7 | 48.2 | 46.2 | 124.1 | 243.2 | | Accounts payable from acquisition of subsidiaries | 139.5 | 139.5 | — | — | 279.0 | | Share-based compensation | — | — | 51.2 | 36.9 | 88.1 | | **Total** | **360.8** | **189.2** | **98.5** | **161.4** | **809.9** | [Directors, Senior Management and Employees](index=143&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) This section provides information on the company's leadership and workforce, detailing the board of directors, executive management, compensation, board committees, and employee breakdown [Directors and Senior Management](index=143&type=section&id=A.%20Directors%20and%20Senior%20Management) - **The board of directors is composed of six members, including representatives from major shareholders The Carlyle Group and Vinci Partners, as well as two independent directors**[872](index=872&type=chunk)[874](index=874&type=chunk) - **The executive management team is led by CEO Pedro Jorge Guterres Quintans Graça and CFO Carlos Henrique Boquimpani de Freitas, both of whom have extensive experience in the education and finance sectors**[884](index=884&type=chunk)[885](index=885&type=chunk)[887](index=887&type=chunk)[888](index=888&type=chunk) [Compensation](index=147&type=section&id=B.%20Compensation) Aggregate Compensation for Directors and Executive Officers (in R$ millions) | Year | Total Compensation | | :--- | :--- | | 2020 | 21.5 | | 2019 | 34.1 | | 2018 | 15.9 | - **The company has two share option plans**. The first plan, established in 2017, had **304,030 options outstanding** as of December 31, 2020. A second plan was established in November 2020, with **874,888 options outstanding** as of year-end[900](index=900&type=chunk)[907](index=907&type=chunk)[908](index=908&type=chunk)[910](index=910&type=chunk) [Board Practices](index=149&type=section&id=C.%20Board%20Practices) - **The board of directors has two standing committees: an Audit Committee and a Disclosure of Information Committee**. The Audit Committee consists of three members, **two of whom are independent**, and one is considered an **'audit committee financial expert'**[912](index=912&type=chunk)[913](index=913&type=chunk) [Employees](index=150&type=section&id=D.%20Employees) Employee Breakdown by Function (as of Dec 31, 2020) | Function | Number of Employees | % of Total | | :--- | :--- | :--- | | Local tutors | 3,617 | 58.6% | | Student Support and Academic Staff | 1,788 | 29.0% | | General and Administrative | 422 | 6.8% | | Technology and Content Development | 234 | 3.8% | | Sales and Marketing | 106 | 1.7% | | Management | 7 | 0.1% | | **Total** | **6,174** | **100.0%** | [Major Shareholders and Related Party Transactions](index=150&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details the company's ownership structure, identifying major shareholders, and summarizes transactions with related parties, including registration rights and indemnification agreements [Major Shareholders](index=150&type=section&id=A.%20Major%20Shareholders) Beneficial Ownership of Major Shareholders | Shareholder Group | Shares Beneficially Owned | % of Total | | :--- | :--- | :--- | | Carlyle | 6,246,471 | 26.83% | | Vinci Partners | 6,246,471 | 26.83% | | NB Funds | 4,355,932 | 18.71% | [Related Party Transactions](index=151&type=section&id=B.%20Related%20Party%20Transactions) - The company **engages in transactions with related parties, including holding investments in funds managed by Vinci Partners (FI Vinci Renda Fixa Crédito Privado) and using services from other affiliated entities**[929](index=929&type=chunk) - A **Registration Rights Agreement is in place with the controlling shareholders (Carlyle, Vinci Partners, NB Funds), granting them the right to require the company to register their shares for public resale under certain conditions**[931](index=931&type=chunk)[932](index=932&type=chunk) - The company has entered into **indemnification agreements with its directors and executive officers, requiring indemnification to the fullest extent permitted by law for acts carried out in their official capacities**[936](index=936&type=chunk) [Financial Information](index=153&type=section&id=Item%208.%20Financial%20Information) This section refers to the full audited consolidated financial statements in Item 18, outlines the dividend policy, and summarizes ongoing legal proceedings with associated provisions - The company has not adopted a formal dividend policy and **does not anticipate paying cash dividends in the foreseeable future**, intending to retain earnings for business development and expansion[939](index=939&type=chunk) - As of December 31, 2020, the company was a party to **992 legal and administrative proceedings**. It has recorded provisions totaling **R$14.4 million for cases where a loss is considered probable**, primarily related to civil and labor claims[944](index=944&type=chunk)[945](index=945&type=chunk)[946](index=946&type=chunk) - A **significant tax proceeding involves a R$28.0 million claim from the Municipality of Porto Alegre regarding Service Tax (ISS)**. **The company assesses the chance of loss as possible and has not recorded a provision for it**[948](index=948&type=chunk) [The Offer and Listing](index=155&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section confirms the company's initial public offering details, including the listing of common shares on Nasdaq under 'VTRU' since September 18, 2020 - The company's common shares have been listed on the Nasdaq Global Select Market under the trading symbol **'VTRU' since September 18, 2020**, following the completion of its initial public offering on September 22, 2020[952](index=952&type=chunk) [Additional Information](index=155&type=section&id=Item%2010.%20Additional%20Information) This section provides supplementary corporate and legal information, detailing the company's Memorandum and Articles of Association, exchange controls, and material tax considerations for shareholders [Memorandum and Articles of Association](index=156&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) - The company is a **Cayman Islands exempted company with an authorized share capital of 1,000,000,000 shares at a par value of U.S.$0.00005 each**. As of the report date, **23,280,020 common shares were issued and outstanding**[958](index=958&type=chunk)[962](index=962&type=chunk)[963](index=963&type=chunk) - The Articles of Association grant specific director appointment rights to The Carlyle Group and Vinci Partners, contingent on their ownership levels. For instance, each can appoint up to two directors if they hold **at least 15% of the voting shares**[995](index=995&type=chunk) - **Anti-takeover provisions include the board's authority to issue preferred shares without shareholder approval**. The Articles also contain a **'business opportunities' clause, renouncing the company's interest in opportunities presented to its major shareholders (Carlyle, Vinci, NB Funds) unless offered to a director solely in their capacity as a director of the company**[1018](index=1018&type=chunk)[1020](index=1020&type=chunk)[1008](index=1008&type=chunk) [Taxation](index=166&type=section&id=E.%20Taxation) - As a **Cayman Islands exempted company, Vitru is not subject to taxes on profits, income, gains, or appreciation in the Cayman Islands**. The company has received a **20-year tax concession undertaking, effective from March 9, 2020, protecting it from future taxation in the jurisdiction**[1041](index=1041&type=chunk)[1042](index=1042&type=chunk) - For U.S. Holders, the company believes it was **not a Passive Foreign Investment Company (PFIC) for the 2020 taxable year**. However, PFIC status is determined annually and depends on the composition of income and assets, so **no assurance can be given for future years**[1052](index=1052&type=chunk)[1059](index=1059&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=169&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section outlines the company's exposure to market risks, including interest rate, credit, and foreign exchange risk, providing sensitivity analyses for potential financial impacts - The company's **primary market risk is interest rate risk**, affecting its short-term investments and accounts payable from acquisitions, which are subject to variable rates like the Brazilian CDI and IPCA inflation rate[1074](index=1074&type=chunk) - **Foreign exchange risk exposure is mainly from cash and cash equivalents held in U.S. dollars**, primarily from the proceeds of the initial public offering[1081](index=1081&type=chunk) Interest Rate Sensitivity Analysis (Probable Scenario Impact) | Financial Instrument | Balance (R$ thousands) | Index | Impact (R$ thousands) | | :--- | :--- | :--- | :--- | | Short-term investments | 515,201 | CDI | 20,557 | | Loans and financing | 151,757 | CDI + 3.6% | 9,652 | | Lease liabilities | 149,353 | IGP-M | 37,801 | | Accounts payable from acquisition of subsidiaries | 274,861 | IPCA | 12,396 | [Item 13. Defaults, Dividend Arrearages and Delinquencies](index=172&type=section&id=Item%2013.%20Defaults%2C%20Dividend%20Arrearages%20and%20Delinquencies) This section reports no defaults, dividend arrearages, or delinquencies for the reporting period - The company reports **no matters related to defaults, arrears, or delinquencies**[1090](index=1090&type=chunk)[1091](index=1091&type=chunk) [Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds](index=172&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This section details the use of proceeds from the company's September 2020 IPO, which raised U.S.$96 million for inorganic growth, and reports no material modifications to security holder rights - The company completed its IPO on September 22, 2020, **selling 6,000,000 common shares at U.S.$16.00 per share for gross proceeds of U.S.$96 million**. **Net proceeds are intended to be used primarily for inorganic growth opportunities**[1096](index=1096&type=chunk) [Item 15. Controls and Procedures](index=172&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2020, due to material weaknesses, with exemptions for newly public and emerging growth companies - **Management concluded that the company's disclosure controls and procedures were ineffective as of December 31, 2020**. This conclusion was based on the **material weaknesses previously identified in internal control over financial reporting**[1097](index=1097&type=chunk) - The annual report does not include management's assessment of internal control over financial reporting or an attestation report from the registered public accounting firm, as the company is utilizing the **transition period exemptions available to newly public and emerging growth companies**[1099](index=1099&type=chunk)[1100](index=1100&type=chunk) [Item 16G. Corporate Governance](index=174&type=section&id=Item%2016G.%20Corporate%20Governance) This section explains Vitru's corporate governance practices as a foreign private issuer, detailing adherence to Cayman Islands' home country practices and comparing them with U.S. corporate law - As a foreign private issuer, the company follows its home country (Cayman Islands) practices in lieu of certain Nasdaq corporate governance requirements. This includes exemptions from **not having a majority-independent board or a nominations committee**, and having executive compensation determined by independent directors[1110](index=1110&type=chunk)[1123](index=1123&type=chunk) - Cayman Islands law permits mergers and consolidations, but the process, particularly a 'scheme of arrangement' for complex mergers, **differs from U.S. procedures and requires court sanction**. **Dissenting shareholders in a scheme of arrangement do not have appraisal rights comparable to those in U.S. jurisdictions**[1112](index=1112&type=chunk)[1115](index=1115&type=chunk)[1116](index=1116&type=chunk) - Directors' fiduciary duties under Cayman Islands law include **acting in good faith in the best interests of the company**. However, unlike Delaware law, the company's Articles of Association **allow a director to vote on a matter in which they have a personal interest, provided they have disclosed that interest**[1121](index=1121&type=chunk)[1128](index=1128&type=chunk) Part III [Item 18. Financial Statements](index=180&type=section&id=Item%2018.%20Financial%20Statements) This section contains the complete audited consolidated financial statements of Vitru Limited for 2018-2020, prepared under IFRS, including the auditor's report and detailed notes - The independent registered public accounting firm, PricewaterhouseCoopers Auditores Independentes, issued an **unqualified opinion on the consolidated financial statements**, stating they **present fairly, in all material respects, the financial position and results of operations in conformity with IFRS**[1158](index=1158&type=chunk) Consolidated Statement of Financial Position Highlights (in R$ thousands) | Account | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Cash and short-term investments | 601,131 | 74,778 | | Total Assets | 1,687,845 | 1,088,677 | | Total Liabilities | 709,897 | 637,344 | | Total Equity | 977,948 | 451,333 | Consolidated Statement of Profit or Loss Highlights (in R$ thousands) | Account | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Net Revenue | 519,179 | 461,067 | 383,449 | | Operating Profit (Loss) | 60,943 | (35,856) | (7,644) | | Profit (Loss) for the Year | 52,114 | (66,160) | (45,204) | - The **corporate reorganization in September 2020** involved shareholders of Vitru Brazil contributing their shares to Vitru Limited in a **31-for-1 reverse share split**. This was followed by an **IPO on September 22, 2020, which raised net proceeds of R$473,976 thousand after costs**[1179](index=1179&type=chunk)[1181](index=1181&type=chunk)[849](index=849&type=chunk) ```