Result of Special Meeting

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH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.
Michael Clarke, Chief Administrative Officer	[phone]
finnCap Ltd (Sponsor to Quarto) Matt Goode, Anthony Adams, Max Bullen-Smith	[phone]

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.

 

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