TORONTO, Aug. 5, 2014 /CNW/ - On August 1, 2014, Geosam Capital Inc. ("Geosam") acquired 2,500,000 common shares of Clarke Inc. ("Clarke") at a price of $10.93 per common share, representing 12.5% of the outstanding common shares of Clarke. Immediately after the transaction, Geosam owns 2,513,800 common shares, representing 12.6% of the outstanding common shares of Clarke.
Geosam purchased the securities for investment purposes. Geosam may acquire additional securities of Clarke, dispose of some or all of the existing or additional securities of Clarke, or continue to hold securities of Clarke in the normal course of Geosam's investment activities.
In purchasing the 2,500,000 common, Geosam relied on the private agreement exemption from the formal take-over bid rules set out in Section 100.1(1) of the Securities Act (Ontario). Geosam was entitled to rely on this exemption because (i) the purchase of the 2,500,000 common shares was not made from more than five persons, (ii) the offer to purchase was not made generally to all holders of Clarke's common shares, and (iii) the value of the consideration paid for the 2,500,000 common shares, including brokerage fees or commissions, was not greater than 115% of the market price of Clarke's common shares on the Toronto Stock Exchange on August 1, 2014 as determined in accordance with Section 1.3 of Ontario Securities Commission Rule 62-504 – Takeover Bids and Issuer Bids.
SOURCE: Geosam Capital Inc.
For further information: George Armoyan, Simpson Tower, 401 Bay Street, Suite 2704, Toronto, ON M5H 2Y4, t: (416) 855-1922, f: (416) 640-1834