
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
13 February 2024
THE QUARTO GROUP INC.
Extension of Tender Offer
The Quarto Group Inc. (the "Company") announces today that it has amended the terms of the Company's previously announced tender offer (the "Tender Offer") to purchase up to 11,276,774 of its shares of common stock, par value $0.10 per share of common stock ("Common Shares"), as further described in the announcement made on 18 January 2024 and the tender offer document circulated on the same date which contain further information on the terms of the Tender Offer and details of how to accept the Tender Offer ("Tender Document"), to extend the expiration date from 1.00 p.m. (London Time) on 15 February 2024 to 1 p.m. (London Time) on 29 February 2024 (as so extended, and as may be further extended, the "Expiration Date").
Link Market Services Trustees Limited, as Receiving Agent, has advised the Company that, as of 5.00 p.m. (London Time) on 12 February 2024, approximately 894,326 Common Shares have been validly tendered in the Tender Offer. Shareholders and/or holders of depository interests that have previously tendered their Common Shares do not need to re-tender their Common Shares or take any other action in response to the extension of the Tender Offer.
Except as set forth herein, all other terms, provisions and conditions of the Tender Offer will remain in full force and effect as set forth in the Tender Document. The Company reserves the right to further amend the terms of the Tender Offer, to further extend the Expiration Date for the Tender Offer or to waive any and all conditions to the Tender Offer, in its sole discretion, at any time.
The revised expected timetable of principal events is as follows:
Latest time and date for receipt of Tender Forms and TTE Instructions from shareholders
| 1 p.m. 29 February 2024 |
Closing and Record Date of Tender Offer
| 1 p.m. 29 February 2024 |
Tender Offer Results Announcement Date
| 1 March 2024 |
Latest date for receipt of W9 form for U.S. holders, and applicable W8 form & Section 302 Certification of Treatment Of Tender Payment form for non-U.S. holders
| 15 March 2024 |
The Company to finalise tender and tax amounts with Receiving Agent
| 22 March 2024 |
CREST accounts credited for uncertified Common Shares
| 28 March 2024 |
Dispatch of cheques for certified Common Shares | 28 March 2024 |
Notes:
i) Certificated Shareholders are encouraged to submit the W9 form or W8 form & Section 302 Certification form with the Tender Form in one go, with the latest receipt date for the Tender Form being 29 February 2024.
ii) For non-U.S. holders who are tendering but not selling their full holding (i.e. Part B in the Section 302 Certification), please submit your Section 302 Certification with new shareholding level calculation only after the Tender Offer results have been announced.
A copy of this announcement will be made available at the Company's website: https://www.quarto.com/aboutus/investornews.aspx.
Unless otherwise defined herein, capitalised terms have the same meaning as those defined in the Tender Document.
For further information, please contact:
The Quarto Group Inc. | |
Daniel Logan, Group Finance Director | +44 (0)20 7700 6700 |
Michael Clarke, Company Secretary | |
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