Spectrum Group International, Inc. Sets Record Date and Distribution Date for Spinoff of A-Mark Precious Metals, Inc.
2014年2月13日 - 6:34AM
ビジネスワイヤ(英語)
Spectrum Group International, Inc. (OTCQB:SPGZ) (“SGI” or the
“Company”) announced today that its Board of Directors has formally
declared a distribution to its stockholders of all the outstanding
stock of A-Mark Precious Metals, Inc. ("A-Mark”), a wholly owned
subsidiary of SGI. The distribution will affect a spinoff
of A-Mark from the Company. Following the distribution, A-Mark will
be a publicly traded company independent from SGI. The distribution
will be made on or about February 28, 2014 (the "Distribution
Date"), to SGI stockholders of record on February 12, 2014.
On the Distribution Date, stockholders of SGI will receive one
share of A-Mark common stock for each four shares of SGI common
stock held. It is expected that on the first trading day after the
Distribution Date, March 3, 2014, A-Mark’s shares of common stock
will commence trading on the NASDAQ Global Select Market
under the symbol "AMRK." Up to and including the
distribution date, the SGI common stock will trade on the
“regular-way” market; that is, with an entitlement to shares of
A-Mark common stock distributed pursuant to the distribution. SGI
common stock will not trade on an ex-distribution market; that is,
without an entitlement to shares of A-Mark common stock distributed
pursuant to the distribution.
Fractional shares of A-Mark common stock will not be
distributed. Instead, the distribution agent will aggregate
fractional shares into whole shares, sell the whole shares in the
open market at prevailing rates and distribute the net cash from
proceeds from the sales pro rata to each holder who would otherwise
have been entitled to receive a fractional share. SGI has received
an opinion of counsel to the effect that the spinoff will be
tax-free to SGI stockholders for U.S. federal income tax purposes,
except for any cash received in lieu of fractional shares.
Based on the 31,126,789 shares of SGI common stock outstanding
on Record Date, approximately 7,781,697 of shares of A-Mark common
stock will be distributed, subject to the treatment of fractional
shares.
SGI stockholders are not required to take any action to receive
A-Mark common stock in the distribution, and they will not be
required to surrender or exchange their SGI shares.
SGI is delivering to its stockholders a prospectus with respect
to the distribution. The prospectus is included in a registration
statement on Form S-1 filed by A-Mark with the Securities and
Exchange Commission (the “SEC”), which was declared effective by
the SEC on February 11, 2014. Stockholders are urged to read the
prospectus for important information concerning the
distribution.
Following the Distribution Date, SGI intends to reduce the
number of record holders of its common stock to fewer than 300
through a 1-for-1,000 reverse stock split and to terminate the
registration of its common stock under the Securities Exchange Act,
with the result that SGI will no longer be required to file
periodic and other reports with the SEC. If the reverse stock split
is consummated, stockholders of record who hold fewer than 1,000
shares of common stock before the reverse stock split will receive
a cash payment of $0.65 per pre-reverse stock split share in lieu
of receiving a fractional post-reverse stock split share. It is
expected that SGI common stock will be quoted on the OTC Pink
market under the symbol “SPGZ” following the
deregistration of its shares under the Securities Exchange
Act. SGI intends to schedule a special meeting of SGI stockholders
to approve an amendment to its certificate of incorporation for the
purpose of affecting the reverse split. There is no
assurance that the reverse split will be consummated.
The Company has filed a preliminary proxy statement with the SEC
with respect to the special meeting and will distribute to its
stockholders a definitive proxy statement in advance of the special
meeting. Stockholders are urged to read the definitive proxy
statement when it becomes available, as it will contain important
information concerning the reverse split and the special meeting.
The preliminary proxy statement, and the definitive proxy statement
when it becomes available, and other relevant documents, can be
obtained for free at the website of the SEC, www.sec.gov. The
definitive proxy statement, when it becomes available, can also be
obtained free of charge from the Company by contacting
David Ruan, 949-748-4800.
About Spectrum Group International,
Inc.
Spectrum Group International, Inc. (together with its
subsidiaries, “we,” the “Company” or “SGI”) is a global trading and
collectibles network. We are a trader of precious metals and an
auctioneer of coins and wine, serving both collectors and dealers.
We are also a merchant/dealer of certain collectibles. Our
collectibles offerings span the price spectrum from modest to
ultra-high end. Furthermore, we offer loans to coin dealers,
collectors and investors backed by their precious metals, rare
coins, and other collectibles as collateral.
Our Trading business is conducted through A-Mark Precious
Metals, Inc. (“A-Mark”) and its subsidiaries. A-Mark is a
full-service precious metal trading company, and an official
distributor for many government mints throughout the world. A-Mark
products include gold, silver, platinum and palladium for
storage and delivery in the form of coins, bars, wafers and grain,
and our services include financing, leasing, consignment, hedging
and various customized financial programs. A-Mark’s subsidiary,
Collateral Finance Corporation, provides financing on a wide array
of bullion and numismatic currency products.
Our Collectibles business operates as an integrated network of
leading companies concentrating on numismatic (coins) and rare and
fine vintage wine. We have offices and auction houses in North
America, Europe and Asia. In addition to traditional live auctions,
we also conduct Internet and telephone auctions. Spectrum Group’s
Collectibles companies in the numismatics field include Stack’s
Bowers Numismatics LLC (dba Stack’s Bowers Galleries), a rare
coin and currency auction house, based in Irvine, California.
Spectrum Group International, Inc.Greg RobertsPresident and
Chief Executive Officer949-748-4800groberts@spectrumgi.com
Spectrum (CE) (USOTC:SPGZ)
過去 株価チャート
から 11 2024 まで 12 2024
Spectrum (CE) (USOTC:SPGZ)
過去 株価チャート
から 12 2023 まで 12 2024