HALIFAX, June 19, 2012 /CNW/ - Clarke Inc. (the "Company") (TSX: CKI
CKI.DB.A) announced today that it intends to seek the approval of the
holders of its 6.00% convertible unsecured subordinated debentures due
December 31, 2013 (the "Debentures") to amend the terms of the
Debentures at a meeting of Debenture holders (the "Debentureholders")
to be held on July 25, 2012 (the "Meeting").
The proposed amendments (the "Debenture Amendments") include:
ELIMINATING the ability of the Company to repay the principal amount of
the Debentures through the issuance of common shares of the Company on
redemption or maturity of the Debentures.
EXTENDING the maturity date for the Debentures from December 31, 2013 to
December 31, 2018; and
ELIMINATING the ability of Debentureholders to convert the Debentures
into common shares of the Company.
The Company will pay a consent fee equal to $6 per $1000 principal
amount of Debentures (the "Consent Fee") conditional upon, among other
things, holders of at least 66⅔% of the principal amount of the
Debentures, present or represented by proxy at the Debentureholder
Meeting, voting for the Debenture Amendments. The Company will, as
promptly as practicable after the satisfaction of the conditions
precedent, pay the Consent Fee to Debentureholders that voted for the
Debenture Amendments. Concurrently with the payment of a Consent Fee in
respect of any Debentures, the Company will also, subject to certain
terms and conditions, pay a soliciting dealers' fee equal to $4 per
$1000 principal amount of Debentures in respect of such Debentures to
soliciting dealers that are entitled to receive the fee.
The Board of Directors of the Company (the "Board") believes that the
Debenture Amendments provide a number of benefits to the Company and
its securityholders, including to the Debentureholders. Furthermore,
the Consent Fee and extension of the maturity date offer attractive
value to Debentureholders.
The Board UNANIMOUSLY RECOMMENDS that the Debentureholders vote FOR the Debenture Amendments.
About the Debenture Amendments
Further information with respect to the Debenture Amendments will be
outlined in a management information circular (the "Circular") expected
to be mailed to the Debentureholders in late June 2012.
For the Debenture Amendments to be approved, at least 66 2/3% of the
principal amount of the Debentures voted (either in person at the
Meeting or by proxy) must be FOR votes. Detailed voting instructions
will be found in the Circular. The Meeting is scheduled to be held on
July 25, 2012 at 10:00 a.m. (Atlantic Daylight Time) at 6009 Quinpool
Road, 9th Floor, Halifax, Nova Scotia B3K 5J7.
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.
SOURCE CLARKE INC.
For further information:
Chief Financial Officer
Telephone: (902) 442-3000