QRT.L Regulatory News (QRT)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH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 £13.9 million (approximately $18.2 million) in gross proceeds (£12.8 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.

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).