THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY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.
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.|
|Michael Clarke, Chief Administrative Officer||+44 (0)20 7700 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.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (596/2014) ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
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.