RCS - Quarto Group Inc - Tender Offer - payment for tendered shares

QuartoAnnouncement

28/03/2024 15:45

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RNS Number : 7716I  Quarto Group Inc  28 March 2024

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

28 March 2024

 

 

 

THE QUARTO GROUP INC.

(the 'Company' or 'Quarto')

 

Tender Offer - payment for tendered shares

 

 

The Tender Offer, where the Company offered to purchase up to 11,276,774 of
its shares of common stock, par value $0.10 per share ("Common Shares"),
closed on 29 February 2024, and it was announced on 1 March 2024 that
10,639,491 Common Shares had been validly tendered and that the Company had
accepted all such tendered Common Shares.

 

 

Payment for tendered Common Shares

 

The Company now confirms that payment for the Common Shares tendered will be
made to the registered shareholder on 28 March 2024, as previously announced:

 

·    Certificated shareholders: cheques for certificated Common Shares
will be prepared and dispatched

·    CREST held accounts: CREST accounts will be credited

 

 

Withholding tax

 

The Company is obliged to apply US withholding tax to the tender payment made
by the Company up to a rate of 30% where the completed tax forms indicated
below have not been received for each shareholding tendered:

 

·    Section 302 form, and

·    A W-8 form relevant to a non-US taxpayer, or W-9 form for a US
taxpayer.

 

The Company will return any tax withheld from the tender payment if Quarto
receives from the registered shareholder for each shareholding tendered both
completed tax forms by 30(th) April 2024

 

Copies of the W-8, W-9, and Section 302 forms are available for download from
https://www.quarto.com/aboutus/investornews.aspx

 

 

The completed forms should be submitted to the following address:

Tender Offer

The Quarto Group Inc.

c/o Quarto Publishing Plc

1 Triptych Place 2nd Floor

185 Park Street

London

SE1 9BL

United Kingdom

 

Completed tax forms can also be submitted by email to investors@quarto.com

Refund payments, if any, will be made as follows:

1.   CREST accounts credited for uncertified common shares: 9 May 2024

2.   Refund payments related to certificated shareholdings will be made by
cheque - prepared and mailed from 9 May 2024

Please note that after the Company has remitted the withholding tax to the US
tax authority, the IRS, at the end of April 2024, any adjustments or refund
applications must be directed to the IRS.  You will be able to apply for a
refund from the IRS only after the Company has filed its taxes for this fiscal
year, which will be completed in Q1 2025.

We appreciate your prompt attention to this matter and your understanding of
the legal obligations to which the Company must adhere.

 

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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