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)のチャートをもっと見るにはこちらをクリック
Spectrum (CE) (USOTC:SPGZ)
過去 株価チャート
から 12 2023 まで 12 2024 Spectrum (CE)のチャートをもっと見るにはこちらをクリック