TIDMQRT
RNS Number : 2161B
Quarto Group Inc
28 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA ("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 (AS DEFINED IN REGULATION S UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT")), AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL ("EXCLUDED TERRITORIES"). 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 CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
The Quarto Group Inc.
(the "Company" or the "Group")
Statement re Media Speculation
The Quarto Group Inc., a leading illustrated book publisher and
distribution group, notes an article published earlier today by the
Financial Times regarding an unsolicited preliminary enquiry from
Octavian Media LLC ("Octavian") several months ago to acquire the
shares of the Company (the "Proposal").
The Board considered the Proposal following its receipt and
concluded that it was not in the best interests of the Company or
its stockholders, nor did the Board believe it capable of being
consummated.
As documented in its announcement of 16 January 2020, Quarto
needed to renegotiate its existing debt facilities prior to 31
March 2020, and hence following the Board's rejection of the
unsolicited preliminary Proposal, it continued with its already
well-developed plans to raise additional monies via an open offer
to shareholders alongside the renegotiation of its debt facilities.
The Board has not received any further approaches from Octavian
since October 2019.
For further information, please contact:
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 www.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 shares of common stock of the Company in
connection with the Open Offer ("New Common Shares") in any
jurisdiction. No offer or invitation to purchase or subscribe for,
or any solicitation to purchase or subscribe for New 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 should not be
distributed, forwarded to or transmitted in or into or from the
United States or any other Excluded Territory.
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
STRPPUBWGUPUGMR
(END) Dow Jones Newswires
January 28, 2020 12:42 ET (17:42 GMT)
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