Circ re Proposed Cancellation: Admission of Shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
30 November 2023
THE QUARTO GROUP INC.
PROPOSED CANCELLATION OF ADMISSION OF THE COMPANY'S COMMON SHARES TO THE PREMIUM SEGMENT OF THE OFFICIAL LIST AND TO TRADING ON THE MAIN MARKET FOR LISTED SECURITIES OF THE LONDON STOCK EXCHANGE
The Quarto Group Inc. ("Quarto" or the "Company") today announces:
· the Company's intention to cancel the admission of the Company's common shares of US$0.10 each to the premium segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange ("De-listing"), subject to Shareholder Approval, with effect from 18 January 2024; and
· the posting of a circular to Shareholders (the "Circular"), which contains further information on the De-listing and the effect of the De-listing on Shareholders and holders of Depository Interests and notice of a special meeting (the "Special Meeting"), which is to be held at 1 Triptych Place, Second Floor, London, SE1 9SH, United Kingdom on 14 December 2023 at 12.00 p.m. at which shareholder approval will be sought for the De-listing.
The Listing Rules require that, if a company wishes to cancel its listing on the Official List, it must seek the approval of (i) a majority of not less than 75 per cent of votes attaching to shares voted on a resolution of Shareholders (the "Resolution") and (ii) a majority of the votes attaching to the shares of Independent Shareholders who votes on the Resolution, in each case voting in person or by proxy. If approved, it is anticipated that the effective date of the De-listing will be 18 January 2024, being not less than 20 business days from the passing of the Resolution.
The Board considers that the De-listing is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommend Shareholders vote in favour of the Resolution.
The Company has received irrevocable undertakings to vote in favour of (or recommend to the registered holder that they vote in favour of) the Resolution at the Special Meeting and not to accept the Tender Offer in the event that the Company implements the Tender Offer from certain Shareholders representing in aggregate 29,612,326 Common Shares, representing in aggregate approximately 72.4% of the Company's issued share capital as at close of business on 28 November 2023.
The Board recognises that the effects of the De-listing are significant for Shareholders and holders of Depository Interests, in particular the loss of protections afforded by the Listing Rules and the loss of liquidity provided by the existing listing arrangements. The Board therefore intends to make the Tender Offer to provide Qualifying Shareholders and holders of Depository Interests with a means to realise their investment in the Company for cash after the De-listing has occurred. Further details of the proposed Tender Offer are set out in the Circular. Shareholders and holders of Depository Interests should be aware that although as at the date of this announcement it is the intention of the Board to proceed with the Tender Offer, there can be no guarantee that the Company will actually make the Tender Offer.
Unless otherwise defined herein, capitalised terms have the same meaning as those defined in the Circular.
BACKGROUND TO AND REASONS FOR THE DE-LISTING
The Directors have conducted a review of the benefits and drawbacks to the Company, its Shareholders and holders of Depository Interests in relation to its listing on the Main Market. As part of their review, the Directors considered the following matters, amongst others:
a) the effects of the De-listing being significant for Shareholders and holders of Depository Interests, in particular in terms of the loss of the protections afforded to Shareholders and holders of Depository Interests by the Listing Rules;
b) the loss of protections given by the Disclosure Guidance and Transparency Rules ("DTR"); and
c) the loss of liquidity provided by the existing listing arrangements.
The Board explored the possibility of transferring the Company's listing to AIM in the past few years. However, the Board concluded that the benefits of becoming an unlisted private company at this stage of the Company's development outweigh the potential benefits of seeking admission to another market in London.
The Directors have considered the strategy for the Company to ensure that it is in the best position to be able to raise funds and enter into strategic transactions to develop the business whilst also ensuring the Company continues to meet its financial commitments and yields a return for Shareholders and holders of Depository Interests.
The Directors unanimously believe that the De-listing is in the best interests of the Company and its Shareholders (and holders of Depository Interests) as a whole. In reaching their decision, the Directors have considered the following key factors, amongst others:
1) the De-listing will result in certain costs savings, plus administrative and transactional efficiencies for the Company;
2) the Company will gain the flexibility to close future acquisitions more quickly without having to comply with the Listing Rules;
3) that the Company's Common Shares historically have a low average daily trading volume, which makes the Company's share price susceptible to significant fluctuations after trades involving small numbers of shares; and
4) that the Company's Common Shares suffer from limited liquidity and a low free float of approximately 17%, which limits the benefits that the Company can gain from accessing capital through the London Stock Exchange.
Further details of the factors considered by the Board in reaching its decision are set out in the Circular.
PRINCIPAL EFFECTS OF THE DE-LISTING
(1) Trading and liquidity
Following the De-listing, the Common Shares will no longer be traded on a public market or trading facility on any recognised investment exchange. As a result, Shareholders and holders of Depository Interests will not be able to trade their Common Shares on the London Stock Exchange and, consequently, the opportunity for Shareholders and holders of Depository Interests to realise their investment in the Company will be limited.
Following the De-listing, the liquidity and marketability of the Common Shares may be significantly reduced, and the value of such shares may be adversely affected as a consequence. It may also be more difficult for Shareholders and holders of Depository Interests to determine the market value of their investment in the Company at any given time.
As described above, however, if there is sufficient interest from Shareholders and holders of Depository Interests, it is the current intention of the Board to make the Tender Offer following the De-listing, which will enable Shareholders to sell some or all of their shares if they would like to do so. Furthermore, the Board will consider making arrangements for a matched bargain facility to be put in place in order to give Shareholders and holders of Depository Interests the opportunity to trade in the Common Shares after the De-listing and Tender Offer have completed. However, there are no guarantees that the Company will proceed with the Tender Offer and/or put in place a matched bargain facility.
(2) Disclosure and Reporting
The Company will no longer be subject to the regulatory and financial reporting regime applicable to companies whose shares are admitted to the Official List and to trading on the Main Market including the Listing Rules, the Disclosure and Transparency Rules, Market Abuse Regulations and the Corporate Governance Code.
To mitigate the loss of protections set out above, after the De-listing has become effective, the Company will implement certain corporate governance and disclosure measures as set out below:
· The Board is committed to keeping Shareholders and holders of Depository Interests informed of key developments in the business, which it will do by sending the Company's annual report to Shareholders and holders of Depository Interests by post. Shareholders and holders of Depository Interests should be aware that there will be no obligation on the Company to include all of the information required by, or to update the website as required by, the Listing Rules.
· 1010 Printing Limited of the Lion Rock Group is a controlling shareholder of the Company. The Company and the controlling shareholder shall enter into a relationship agreement to ensure that the controlling shareholder does not exert improper influence over the Company and all transactions between the Company and the controlling shareholder shall be conducted at arm's length and on market terms and conditions.
· As part of the Lion Rock Group, which is listed on the Hong Kong Stock Exchange, the Company will provide updates in accordance with the applicable disclosure requirements of Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants.
(3) Corporate Governance
The Company will no longer be required to comply with the FRC's Corporate Governance Code or any of the additional corporate governance requirements applicable to companies admitted to the premium segment of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange. However, the Directors intend to continue to operate the Company for the benefit of all Shareholders and holders of Depository Interests. They also intend to continue to keep Shareholders and holders of Depository Interests informed of progress and remain committed to high standards of corporate governance. As such, the Company will hold shareholder meetings in accordance with statutory requirements and the Company's by-laws.
The Company does not currently envisage making any changes to its Board composition as a consequence of the De-listing.
The De-listing might have personal taxation consequences for Shareholders and holders of Depository Interests. Shareholders and holders of Depository Interests who are in any doubt about their tax position should consult their own professional independent adviser immediately.
(5) Depository Interests
Following the De-listing, those interests in Common Shares held as Depository Interests will remain in place until further notice.
The above considerations are not exhaustive, and Shareholders and holders of Depository Interests should seek their own independent advice when assessing the likely impact of De-listing on them.
Shareholders are urged to read the Circular as a whole and in its entirety. The Circular contains further information on the De-Listing and a notice of Special Meeting.
The Circular will be submitted to the National Storage Mechanism and available shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of this announcement and the Circular will also be available at the Company's website: https://www.quarto.com/aboutus/investornews.aspx.
This announcement contains statements about the Company that are or may be "forward-looking statements". All statements, other than statements of historical facts, included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects" or words or terms of similar substance, or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Group operates.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Company and the environment in which it will operate in the future.
Past performance is not a guarantee of future performance. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation, the Company does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this announcement are based on information available to the Directors of the Company at the date of this announcement, unless some other time is specified in relation to them, and the posting or receipt of this announcement shall not give rise to any implication that there has been no change in the facts set forth herein since such date.
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, this inside information is now considered to be in the public domain.
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares or Depository Interests, nor shall there be any sale of the Common Shares or Depository Interests in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Quarto Group Inc.
Daniel Logan, Group Finance Director +44 (0)20 7700 6700
Michael Clarke, Company Secretary
Quarto 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.
Quarto 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. The group was founded in London in 1976. It is domiciled in the US and listed on the London Stock Exchange.