SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     ) *

 

 

Afya Limited

(Name of Issuer)

Class A common shares, US$0.00005 par value per share

(Title of Class of Securities)

G01125106

(CUSIP Number)

February 7, 2020

(Date of the Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed :

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes.)

 

 

 


 

CUSIP No. G01125106

  SCHEDULE 13G   

 

Page 2 of 5 Pages

 

  1   

NAME OF REPORTING PERSONS

 

GIC Private Limited

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

1,717,831

   6   

SHARED VOTING POWER

 

520,220

   7   

SOLE DISPOSITIVE POWER

 

1,717,831

   8   

SHARED DISPOSITIVE POWER

 

520,220

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,238,051

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  ☐

 

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.08% (1)

12  

TYPE OF REPORTING PERSON (See Instructions)

 

CO

 

 

(1) 

Based on 44,036,430 Common Shares outstanding as of February 6, 2020, according to the Form 424B1 Prospectus filed by the Issuer with the Securities and Exchange Commission on February 7, 2020.


 

CUSIP No. G01125106

  SCHEDULE 13G   

 

Page 3 of 5 Pages

 

Item 1(a) Name of Issuer

Afya Limited

Item 1(b) Address of Issuer’s Principal Executive Offices

Alameda Oscar Niemeyer, No. 119, Salas 502, 504, 1,501 and 1,503

Vila da Serra, Nova Lima, Minas Gerais, Brazil

Item 2(a) Name of Persons Filing

GIC Private Limited (“GIC”)

Item 2(b) Address of Principal Business Office or, if none, Residence

168 Robinson Road

#37-01 Capital Tower

Singapore 068912

Item 2(c) Citizenship

Singapore

Item 2(d) Title of Class of Securities

Class A common shares, US$0.00005 par value per share

Item 2(e) CUSIP Number

G01125106

Item 3 If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4 Ownership

(a - c) The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:

 

Reporting Person

   No. of Securities
Beneficially Owned
   Percent of Class (3)    Voting Power    Dispositive Power
               Sole (1), (2)    Shared (1), (2)    Sole (1), (2)    Shared (1), (2)

GIC Private Limited

   2,238,051    5.08    1,717,831    520,220    1,717,831    520,220


 

CUSIP No. G01125106

  SCHEDULE 13G   

 

Page 4 of 5 Pages

 

(1)

GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 1,717,831 securities beneficially owned by it. GIC shares power to vote and dispose of 520,220 securities beneficially owned by it with MAS.

(2)

GIC disclaims membership in a group.

(3)

Based on 44,036,430 Common Shares outstanding as of February 6, 2020, according to the Form 424B1 Prospectus filed by the Issuer with the Securities and Exchange Commission on February 7, 2020.

Item 5 Ownership of Five Percent or Less of a Class

Not applicable.

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Not applicable.

Item 8 Identification and Classification of Members of the Group

Not applicable.

Item 9 Notice of Dissolution of Group

Not applicable.

Item 10 Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


 

CUSIP No. G01125106

  SCHEDULE 13G   

 

Page 5 of 5 Pages

 

SIGNATURE

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 as of February 14, 2020.

 

GIC PRIVATE LIMITED
By:   /s/ Chew Hai Jong
  Name: Chew Hai Jong
  Title: Senior Vice President

 

By:   /s/ Toh Tze Meng
  Name: Toh Tze Meng
  Title: Senior Vice President