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
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
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 firstname.lastname@example.org
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:
Chief Financial Officer
Telephone: (902) 442-3000