4 Feb 2020 07:00
The Quarto Group Inc.
("Company", "Quarto" or "Group")
PDMR Dealing
The Quarto Group Inc., the illustrated book publisher and distribution group, today announces that, following completion of its open offer to raise gross proceeds of approximately £13.9 million (approximately $18.2 million) it has been notified that Chuk Kin Lau, and parties closely associated with him now hold, in aggregate, 16,274,569 shares of common stock of $0.10 ("Common Shares"), representing 39.80% of the Company's issued share capital. Specifically:
(a) 1010 Printing Limited, a company incorporated in Hong Kong with registration number 1419686 ("1010 Printing"), and also a company closely associated with Chuk Kin Lau, Chief Executive Officer of the Company ("CK Lau"), acquired 7,720,154 Common Shares at a price of 68 pence per Share on 3 February 2020
(b) CK Lau acquired 1,679,743 Common Shares at a price of 68 pence per Share on 3 February 2020.
Following these transactions, 1010 Printing holds 12,915,083 Common Shares representing 31.59% of Quarto's issued share capital and CK Lau holds 3,359,486 Common Shares representing 8.22% of Quarto's issued share capital, which in aggregate, makes a total holding of 16,274,569 Common Shares representing 39.80% of the Company's issued share capital.
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | CK Lau | ||||
2. | Reason for the notification | |||||
a) | Position/status: | CEO | ||||
b) | Initial notification/Amendment: | Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | The Quarto Group Inc | ||||
b) | LEI: | 549300BJ2WPX3QUATW58 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument: Identification code: | Shares of Common Stock of US$0.10 each ("Shares") USU748092009 | ||||
b) | Nature of the transaction: | Acquisition of Shares | ||||
c) | Price(s) and volume(s): |
| ||||
d) | Aggregated information: ·; Aggregated volume: ·; Price: | Single transaction as outlined in 4(c) | ||||
e) | Date of the transaction: | 3 February 2020 | ||||
f) | Place of the transaction: | London Stock Exchange | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | 1010 Printing Limited a PCA of CK Lau, CEO of Quarto Group Inc | ||||
5. | Reason for the notification | |||||
a) | Position/status: | PCA to the CEO of Quarto Group Inc | ||||
b) | Initial notification/Amendment: | Initial Notification | ||||
6. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | The Quarto Group Inc | ||||
b) | LEI: | 549300BJ2WPX3QUATW58 | ||||
7. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument: Identification code: | Shares of Common Stock of US$0.10 each ("Shares") USU748092009 | ||||
b) | Nature of the transaction: | Acquisition of Shares | ||||
c) | Price(s) and volume(s): |
| ||||
d) | Aggregated information: ·; Aggregated volume: ·; Price: | Single transaction as outlined in 4(c) | ||||
e) | Date of the transaction: | 3 February 2020 | ||||
f) | Place of the transaction: | London Stock Exchange | ||||
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.
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 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.
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 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).