Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to 424(b)(7)
File No. 333-234188
Prospectus Supplement
(To Prospectus dated October 15, 2019)
16,750,000
Class A Common Shares
PAGSEGURO DIGITAL LTD.
(incorporated in the Cayman Islands)
This is an offering by our parent company Universo Online S.A., or UOL, or the Selling Shareholder, of 16,750,000 of our Class A common shares. This prospectus supplement relates to the offering by the underwriters of Class A common shares in the United States and elsewhere.
Our Class A common shares are currently listed on the New York Stock Exchange, or NYSE, under the symbol "PAGS." Each Class A common share will be sold to investors in this offering at an offering price of US$39.00 per Class A common share.
Following this offering, UOL will beneficially own 45.3% of our outstanding share capital, assuming no exercise of the underwriters' option to purchase additional common shares referred to below. The shares held by UOL are Class B common shares, which carry rights that are identical to the Class A common shares being sold in this offering, except that (i) the holder of Class B common shares is entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share,
Class B common shares have certain conversion rights and (iii) the holder of Class B common shares is entitled to maintain a proportional ownership interest in the event that additional Class A common shares are issued. For further information, see "Description of Share Capital" in the accompanying prospectus. As a result, UOL will control approximately 89.2% of the voting power of our outstanding share capital following this offering, assuming no exercise of the underwriters' option to purchase additional common shares.
Investing in our Class A common shares involves risks. See "Risk Factors" beginning on page S-25 of this prospectus supplement.
Per Class A Common Share
Total
Public offering price(1)
US$39.00
US$653,250,000.00
Underwriting discounts and commissions(1)(2)
US$0.8775
US$14,698,125.00
Proceeds, before expenses, to UOL(1)
US$38.12
US$638,551,875.00
Assumes no exercise of the underwriters' option to purchase additional common shares.
See "Underwriting" for a description of all compensation payable to the underwriters.
The underwriters also have the option, exercisable in whole or in part on a maximum of two occasions, to purchase up to an additional 2,512,500 Class A common shares from the Selling Shareholder, or the option to purchase additional common shares, at the public offering price, for 30 days after the date of this prospectus supplement. See "Underwriters- Option to Purchase Additional Class A Common Shares."
Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved these securities or determined if this prospectus supplement or the prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Class A common shares against payment in New York, New York on or about October 21, 2019.
Global Coordinators
Goldman Sachs & Co. LLC
Morgan Stanley
Bookrunners
BofA Merrill Lynch
Citigroup
Credit Suisse
The date of this prospectus supplement is October 16, 2019
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PagSeguro Digital Ltd. published this content on 17 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 October 2019 17:28:06 UTC
PagSeguro Digital Ltd. is a disruptive provider of financial technology solutions focused primarily on consumers, individual entrepreneurs, micro-merchants, small companies, and medium-sized companies in Brazil. Its end-to-end digital ecosystem enables its merchants not only to accept payments, but also to grow and manage their businesses. It offers a two-sided ecosystem, providing banking and payments experience through a single interface, with one app, one platform and one customer support. Its digital banking ecosystem features its free PagBank digital account, under the brand PagBank, and offers about 40 cash-in methods and 13 cash-out options. Focusing primarily on individual entrepreneurs, micro-merchants, and small and medium-sized enterprises (SMEs), the Company offer a range of POS and mPOS devices specifically designed to fit their business needs. The Company's end-to-end payments ecosystem enables its customers to accept a range of online and in-person payment methods.