Clarke announces extension for delivery of proxies for Debentureholder meeting

HALIFAX, July 24, 2012 /CNW/ - Clarke Inc. (TSX: CKI, CKI.DB.A) announced today that it is extending the date for delivery of proxies for its upcoming meeting (the "Meeting") of holders of its 6.00% convertible unsecured subordinated debentures due December 31, 2013 ("Debentureholders") and rescheduling the Meeting originally planned for July 25, 2012. The Meeting has been rescheduled in order to give more time for Debentureholders to tender their proxies and vote on the proposed amendments announced on June 19, 2012.

To date, the majority of Debentureholders who have delivered proxies in respect of the Meeting have indicated that they wish to vote in favour of the proposed amendments. The Meeting is now rescheduled to be held on August 22, 2012 at 10:00 a.m. (Atlantic Daylight Time) at 6009 Quinpool Road, 9th Floor, Halifax, Nova Scotia B3K 5J7. Votes must be cast no later than August 20, 2012 at 10:00am in accordance with the instructions set out in the management information circular and related materials that were sent to Debentureholders in late June.  A copy of the management information circular is also available on SEDAR at www.sedar.com or at www.clarkeinc.com.

Clarke believes that the advantages of the proposed amendments include the following:

  • Clarke believes that the 6-per-cent interest rate on the current debentures represents an attractive yield, especially in the current low-interest-rate environment and in light of other reinvestment opportunities available.
  • Clarke has committed credit facilities and marketable securities in excess of $125-million. Clarke is permitted to draw down on its facilities and use the proceeds to redeem the current debentures. Doing so would result in the holders of the current debentures losing an attractive and recurring source of income.
  • Holders of the current debentures that vote in favour of the proposed amendments will receive a consent fee of 60 basis points, or $6 per $1,000 principal amount of current debentures. Financial advisers of Debentureholders who vote in favour of the proposed amendments will receive a consent fee of 40 basis points, or $4 per $1,000 principal amount of current debentures.

If you have questions about voting your Debentures or require other assistance, you may contact Kingsdale Shareholder Services ("Kingsdale") toll-free at 1-866-228-3049, outside North America at 1-416-867-2272, collect calls accepted, or by email at contactus@kingsdaleshareholder.com

About Clarke

Halifax-based Clarke invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase return. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB.A); for more information about Clarke Inc., please visit our website at www.clarkeinc.com.

Note on Forward-Looking Statements and Risks

This press release may contain or refer to certain forward-looking statements relating, but not limited to, Clarke's expectations, intentions, plans and beliefs with respect to Clarke. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. Forward-looking statements include, without limitation, statements relating to Clarke's beliefs regarding the advantages of the proposed amendments to the current debentures, Clarke's ability to redeem all or part of the current debentures and the effects of any such redemption on the holders of the current debentures, and the potential uses of Clarke's credit facility. Forward-looking statements rely on certain underlying assumptions that, if not realized, can result in such forward-looking statements not being achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results to be materially different from the results expressed or implied by such forward-looking statements and there can be no assurance that such statements will prove to be accurate. Other than as required by applicable Canadian securities laws, Clarke does not intend to update or revise any such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements.

SOURCE: CLARKE INC.

For further information:

Andrew Snelgrove
Chief Financial Officer
Clarke Inc.
Telephone: (902) 442-3000

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CLARKE INC.

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