TIDMQRT
RNS Number : 0791A
Quarto Group Inc
16 January 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO
DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR
OTHER SECURITIES OF THE QUARTO GROUP INC. IN THE UNITED STATES (OR
TO ANY U.S. PERSON), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT NOR
ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED
UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT
WHATSOEVER IN ANY OF THOSE JURISDICTIONS. NO MONEY, SECURITIES OR
OTHER CONSIDERATION IS BEING SOLICITED FROM ANY PERSON IN THOSE
JURISDICTIONS AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED
HEREIN, WILL NOT BE ACCEPTED.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules and does not constitute a prospectus
and investors must subscribe for or purchase any shares referred to
in this announcement only on the basis of information contained in
any prospectus published by The Quarto Group Inc. in connection
with the Open Offer to be made to shareholders and not in reliance
on this announcement. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement does not constitute, and may not be construed
as, an offer to sell or an invitation to purchase, investments of
any description, or a recommendation regarding the issue or the
provision of investment advice by any party.
The Quarto Group Inc.
("Company", "Quarto" or "Group")
Publication of Prospectus and Circular
Further to the announcement earlier today by the Company
regarding an Open Offer to raise GBP13.9 million (approximately
$18.2 million) in gross proceeds (GBP12.8 million (approximately
$16.7 million) net of expenses), the Company confirms that the
Prospectus regarding the Open Offer and the related Circular have
been approved by the Financial Conduct Authority. In addition to
the Prospectus, the Circular containing the notice convening a
Special Meeting to be held at the offices of finnCap Ltd at 60 New
Broad Street, London EC2M 1JJ at 9.30 a.m. on 31 January 2020 has
been posted to Shareholders. Qualifying Shareholders have been sent
a copy of the Prospectus or notification of the availability of the
Prospectus. The Prospectus is not, subject to certain limited
exceptions available (whether through the Company's website or
otherwise) to shareholders in the United States or any of the other
Excluded Territories or who are U.S. Persons.
The Prospectus containing full details of the Open Offer and the
Circular are, subject to certain access restrictions, available on
Quarto's website (www.quarto.com) and will be available for
inspection at the Company's principal place of business being The
Old Brewery, 6 Blundell Street, London, N7 9BH. The Prospectus will
be submitted to the National Storage Mechanism and will be
available for inspection at http://www.morningstar.co.uk/uk/nsm
following publication.
All capitalised terms in this announcement have the meaning
given to them in the Prospectus, unless otherwise defined
herein.
The Quarto Group Inc.
+44 (0)20 7700
Michael Clarke, Chief Administrative Officer 9006
About The Quarto Group
The Quarto Group (LSE: QRT) creates a wide variety of books and
intellectual property products, with a mission to inspire life's
experiences. Produced in many formats for adults, children and the
whole family, our products are visually appealing, information rich
and stimulating.
The Group encompasses a diverse portfolio of imprints and
businesses that are creatively independent and expert in developing
long-lasting content across specific niches of interest.
Quarto sells and distributes its products globally in over 50
countries and 40 languages, through a variety of sales channels,
partnerships and routes to market.
Quarto employs c.330 talented people in the US and the UK. The
group was founded in London in 1976. It is domiciled in the US and
listed on the London Stock Exchange.
For more information, visit quarto.com or follow us on Twitter
at @TheQuartoGroup.
IMPORTANT NOTICE:
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for New Common Shares in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for Common Shares will be
made in any jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to U.S. Persons or persons in
Excluded Territories, and should not be distributed, forwarded to
or transmitted in or into or from any jurisdiction, where to do so
might constitute a violation of local securities laws or
regulations.
This announcement is not for release, publication or
distribution, directly or indirectly, in or into or from the United
States. This announcement is not an offer of securities for sale in
the United States. The New Common Shares have not been and will not
be registered under the Securities Act or under any securities laws
of any state or other jurisdiction of the United States and may not
be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United
States, or offered, sold, taken up, exercised, resold, renounced,
transferred or delivered to, or for the account or benefit of, U.S.
Persons, except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States.
Hedging transactions in the New Common Shares may not be conducted,
directly or indirectly, unless in compliance with the Securities
Act. No public offering of securities is being made in the United
States. No money, securities or other consideration from any person
in the United States is being solicited and, if sent in response to
the information contained in this announcement, will not be
accepted.
The New Common Shares have not been and will not be registered
under the applicable securities laws of any of the Excluded
Territories and, subject to certain limited exceptions, the New
Common Shares may not be offered or sold in the Excluded
Territories or to, or for the account or benefit of, any U.S.
Person or resident of the Excluded Territories. There will be no
public offer of securities in the Excluded Territories.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain limited exceptions, this announcement, the Prospectus and
the Application Form should not be distributed, forwarded to or
transmitted in or into or from the United States or any other
Excluded Territory.
This announcement contains forward-looking statements that are
based on current expectations or beliefs, as well as assumptions
about future events. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "will", "may", "should", "would", "could", "is
confident", or other words of similar meaning. Undue reliance
should not be placed on any such statements because they speak only
as at the date of this announcement and, by their very nature, they
are subject to known and unknown risks and uncertainties and can be
affected by other factors that could cause actual results, and
Quarto's plans and objectives, to differ materially from those
expressed or implied in the forward-looking statements.
There are a number of factors which could cause actual results
to differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are: increased competition, the loss of
or damage to one or more key customer relationships, changes to
customer ordering patterns, delays in obtaining customer approvals
for engineering or price level changes, the failure of one or more
key suppliers, the outcome of business or industry restructuring,
the outcome of any litigation, changes in economic conditions,
currency fluctuations, changes in interest and tax rates, changes
in raw material or energy market prices, changes in laws,
regulations or regulatory policies, developments in legal or public
policy doctrines, technological developments, the failure to retain
key management, or the key timing and success of future acquisition
opportunities or major investment and research and development
projects.
The Company is not under any obligation to update or revise
publicly any forward-looking statement contained within this
announcement, whether as a result of new information, future events
or otherwise, other than in accordance with their legal or
regulatory obligations (including under the Listing Rules, the
Disclosure Guidance and Transparency Rules and the Prospectus
Rules).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
PDIFLFVELRIRLII
(END) Dow Jones Newswires
January 16, 2020 10:45 ET (15:45 GMT)
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