TIDMQRT
RNS Number : 5790B
Quarto Group Inc
31 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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 contains inside information for the purposes
of the Market Abuse Regulation (596/2014).
The Quarto Group Inc.
("Company", "Quarto" or "Group")
Result of Special Meeting
At the special meeting of the Company's shareholders held
earlier today to approve an amendment to the Company's Certificate
of Incorporation and an amendment to the Company's By-laws, both of
the proposed resolutions as set out in the Notice of Special
Meeting were passed with approval of the Company's shareholders
holding in aggregate 56.19% of the Company's outstanding and issued
Common Shares.
Consequently, the Company's Certificate of Incorporation will be
amended to increase the authorised number of Common Shares to
55,000,000 Common Shares. The Company's By-laws have also been
amended to require that the election or re-election of any
independent director (being a director who is determined to be
independent under the UK Corporate Governance Code) by shareholders
must be approved by: (a) the shareholders of the Company; and (b)
the independent shareholders of the Company (which excludes any
controlling shareholders of the Company as determined under the
Listing Rules made by the United Kingdom's Financial Conduct
Authority).
Both resolutions are detailed in full in the Notice of Special
Meeting dated 16 January 2020. The following table summarises the
final aggregate proxy votes received:
Appointing the Chairman
In Favour Discretion Against Withheld
------------------- ------------- ------------- ---------
Votes %age Votes % Votes %age Votes
----------- ------ --------- ------ ----- ---------
Resolution
1 11,487,521 99.93 0 0 8,143 0.07 0
----------- ------ --------- ------ ----- ---------
Resolution
2 11,487,521 99.93 0 0 8,143 0.07 0
----------- ------ --------- ------ ----- ---------
Appointing a Third Party
In Favour Discretion Against Withheld
------------- ------------- ------------- ---------
Votes %age Votes % Votes %age Votes
------ ----- --------- ------ ----- ---------
Resolution
1 0 0 0 0 0 0 0
------ ----- --------- ------ ----- ---------
Resolution
2 0 0 0 0 0 0 0
------ ----- --------- ------ ----- ---------
Combined Chairman and Third Party
In Favour Discretion Against Withheld
------------------- ------------- ------------- ---------
Votes %age Votes % Votes %age Votes
----------- ------ --------- ------ ----- ---------
Resolution
1 11,487,521 99.93 0 0 8,143 0.07 0
----------- ------ --------- ------ ----- ---------
Resolution
2 11,487,521 99.93 0 0 8,143 0.07 0
----------- ------ --------- ------ ----- ---------
This announcement should be read in conjunction with the full
text of the circular dated 16 January 2020 ("Circular"), published
in connection with the Special Meeting and capitalised terms used
but not otherwise defined in this announcement bear the meanings
ascribed to them in the Circular.
The person responsible for releasing this announcement on behalf
of the Company is Michael Clarke, the Company Secretary.
For further information, please contact:
The Quarto Group Inc.
+44 (0)20 7700
Michael Clarke, Chief Administrative Officer 9006
finnCap Ltd (Sponsor to Quarto) +44 (0)20 7220
Matt Goode, Anthony Adams, Max Bullen-Smith 0500
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.
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.
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
ROMKKDBNKBKDQDN
(END) Dow Jones Newswires
January 31, 2020 05:35 ET (10:35 GMT)
Grafico Azioni Quarto (LSE:QRT)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Quarto (LSE:QRT)
Storico
Da Apr 2023 a Apr 2024
