A-Mark Precious Metals, Inc. to Become a
Standalone Publicly Traded Company
Spectrum Group International, Inc. (OTCQB:SPGZ) (“SGI” or the
“Company”) today announced that it has filed a registration
statement with the Securities and Exchange Commission (“SEC”)
relating to the proposed distribution (or spinoff) by SGI to its
shareholders of all of the outstanding shares of common stock of
A-Mark Precious Metals, Inc. (“A-Mark”). A-Mark is currently a
wholly-owned subsidiary of the Company.
SGI intends to distribute all of the A-Mark common stock on a
pro rata basis to holders of SGI common stock, and A-Mark will
thereafter be a publicly traded company independent from SGI. The
distribution ratio, record date and distribution date, among other
things, have not yet been determined. Shareholders of SGI will
continue to own their SGI common stock following the distribution,
which at that point will include the remaining businesses of SGI.
SGI expects that the spinoff will be tax-free to SGI shareholders
for U.S. federal income tax purposes, except for any cash received
in lieu of fractional shares.
If the spinoff is consummated, SGI intends thereafter to reduce
the number of record holders of its common stock to fewer than 300
through a 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. It is expected that SGI common stock will
continue to be quoted on the OTCQB under the symbol “SPGZ”
following the deregistration of its shares under the Securities
Exchange Act. The reverse stock split ratio and the consideration
for the resulting fractional shares have not yet been
determined.
Greg Roberts, President and CEO of SGI, commented, “We expect
that the spinoff will provide significant benefits to the
shareholders, employees and customers of both companies by enabling
management of each company to explore growth opportunities and
execute strategic business plans best suited to their respective
businesses. Management of each company will also be better able to
develop and implement compensation policies that reflect the
strategies, policies and business characteristics of the respective
companies, and to align the interests of management with the
interests of shareholders. In addition, we expect that the spinoff
will increase investor understanding of A-Mark and its market
position within its industry, and allow investors to make
independent decisions with respect to each of SGI and A-Mark based
on their different business models, strategies and industries.
Finally, the spinoff will provide A-Mark with its own publicly
traded equity currency for pursuing acquisitions tailored to its
distinct business and business strategies.”
Mr. Roberts continued, “Our board has determined that the costs
to SGI of continuing as an SEC reporting company following the
spinoff of A-Mark outweigh the benefits and, thus, that it will no
longer in the best interests of the Company or the best interests
of our stockholders for us to remain an SEC reporting company. If
approved by the SGI shareholders, the reverse stock split will
enable us to terminate the registration of our common stock under
the Securities Exchange Act if various other conditions are met. We
anticipate that the reverse stock split will result in material
cost savings to SGI beginning in 2014, while also allowing SGI
management to focus on operating the business and growing
stockholder value.”
The spinoff and the reverse stock split are subject to a number
of significant conditions and there can be no assurance that either
transaction will be consummated.
Information regarding the spinoff, the reverse stock split, the
deregistration of the SGI shares and related matters is set forth
in A-Mark’s registration statement on Form S-1, as filed with the
Securities and Exchange Commission on November 12, 2013. The
Company intends to file a proxy statement relating to the proposed
reverse stock split shortly.
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 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, and Spectrum
Wine Auctions, all based in Irvine, California.
SAFE HARBOR STATEMENT
Statements in this press release that relate to future plans,
objectives, expectations, performance, events and the like are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and the Securities
Exchange Act of 1934. Future events, risks and uncertainties,
individually or in the aggregate, could cause actual results to
differ materially from those expressed or implied in these
statements. Factors that could cause actual results to differ are
identified in our public filings with the Securities and Exchange
Commission (SEC), and include the fact that we have disclosed that
you should not rely upon our previously published financial
statements and the fact that we have not filed all of our reports
required by the Securities Exchange Act of 1934. More information
about factors that could affect our business and financial results
included in our public filings with the SEC, which are available on
the SEC’s website located at www.sec.gov.
The words "should," "believe," "estimate," "expect," "intend,"
"anticipate," "foresee," "plan" and similar expressions and
variations thereof identify certain of such forward-looking
statements, which speak only as of the dates on which they were
made. Additionally, any statements related to future improved
performance and estimates of revenues and earnings per share are
forward-looking statements. We undertake no obligation to publicly
update or revise any forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements.
Spectrum Group International, Inc.Paul Soth, Chief Financial
Officer949-748-4800psoth@spectrumgi.com
Spectrum (CE) (USOTC:SPGZ)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Spectrum (CE) (USOTC:SPGZ)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
