IRVINE, Calif.--()--Spectrum Group International, Inc. (SPGZ) announced today that a special committee of its board of directors has approved a rights offering of shares of its common stock. Under the terms of the rights offering, each holder of common stock (other than Afinsa Bienes Tangibles, S.A. En Liquidacion and it subsidiary Auctentia, S.L.) will receive 1.4 transferable subscription rights for each share of common stock held as of the record date of July 31, 2012. Each subscription right will entitle its holder to purchase one share of common stock at the subscription price of $1.90 per share. The holders of the rights will also be entitled to exercise customary oversubscription rights.
A registration statement filed by the Company with respect to the rights offering was declared effective by the Securities and Exchange Commission on July 30, 2012. The Company anticipates that it will shortly begin distributing a rights offering prospectus and any related materials to holders of its common stock as of the record date. Shareholders are urged to read these materials carefully, because they will contain important information concerning the rights offering, including the conditions to the Company’s obligation to consummate the rights offering and issue shares.
The proceeds of the rights offering will be used to fund, in part, the purchase of all of the shares of common stock and stock of the Company’s PMI Spectrum subsidiary held Afinsa and its subsidiary Auctentia, which together currently constitute the Company’s largest shareholder.
Spectrum has engaged Okapi Partners LLC to act as information agent with respect to the rights offering. For questions regarding the rights offering, or to obtain copies of the rights offering prospectus and any related materials when they become available, please contact Okapi Partners LLC at (877) 869-0171, or by email at firstname.lastname@example.org, or contact the Company at 1063 McGaw, Irvine, CA 92614, (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 and a designated Fortune 500 company. We are a trader of precious metals and an auctioneer of coins, stamps 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 philatelic (stamps) materials 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.
Our Collectibles companies in the philatelic field are auction houses H.R. Harmer Global Philatelic Network GmbH, Corinphila Auktionen of Zurich, Switzerland, Heinrich Köhler Auktionshaus of Wiesbaden, Germany, Corinphila Veilingen B.V., Amstelveen, Netherlands, and John Bull Stamp Auctions, Ltd of Hong Kong. Spectrum Group’s Collectibles companies in the numismatics field include Stack’s Bowers Galleries (rare coin and currency auction house), Stack’s Bowers and Ponterio (world and ancient coins and currency auction house), Teletrade (online coin auctions), and Spectrum Numismatics International (wholesale rare coin dealer), all based in Irvine, California. Spectrum Wine Auctions is engaged in the sale by auction of rare and fine vintage wine.
Safe Harbor Statement
This press release contains forward-looking statements, including statements regarding the proposed transaction. Any statements contained herein that are not statements of historical fact may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results may differ materially from forward-looking statements due to a number of risks and uncertainties, including the risk that the conditions to the closing of the transaction may not be satisfied. Other 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 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.
Additional Information About the Rights Offering
This press release does not constitute an offer to sell or a solicitation of an offer to buy shares of Spectrum’s common stock, nor will there be any offer, solicitation or sale of shares of Spectrum’s common stock in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws of such state. The rights offering will be made only by means of a rights offering prospectus and any related materials, copies of which will be distributed to all holders of common stock as of the record date. The registration statement with respect to the rights offering, and the rights offering prospectus and any related materials when they become available, may be accessed through the website of the Securities and Exchange Commission at www.sec.gov, or obtained from the information agent or the Company as indicated above.