HALIFAX, May 17, 2013 /CNW/ - Clarke Inc. ("Clarke" or the "Company") (TSX: CKI CKI.DB.A) announced today that it has filed a notice with the Toronto Stock Exchange and received its approval to purchase, through the facilities of the Toronto Stock Exchange, up to 834,115 common shares, representing 5% of the issued and outstanding common shares (the "Share Issuer Bid"). As at May 14, 2013 there are 16,682,315 issued and outstanding common shares, and the public float is 4,137,845 common shares. From November 1, 2012 to April 30, 2013, the average daily trading volume ("ADTV") of Clarke common shares was 8,773 common shares. Under TSX Rules, the Company is entitled to purchase up to 25% of the ADTV which is 2,193 common shares on any trading day, subject to a weekly "block purchase" exemption. Any common shares purchased by Clarke pursuant to the Share Issuer Bid will be cancelled.
Clarke also received approval to purchase, through the facilities of the Toronto Stock Exchange, a portion of its 6% convertible unsecured subordinated debentures due December 31, 2018 (the "Debentures"). Under this normal course issuer bid (the "Debenture Issuer Bid"), Clarke intends to repurchase up to $6,054,000 in aggregate principal amount of its 2018 Convertible Debentures, representing approximately 10% of the public float of $60,549,300 in aggregate principal amount of the Debentures issued and outstanding as at May 14, 2013. At May 14, 2013, there was $62,296,300 in aggregate principal amount of the Debentures issued and outstanding. From November 1, 2012 to April 30, 2013, the ADTV of the Debentures was $45,330 in aggregate principal amount. Clarke may purchase daily up to 25% of the ADTV which is $11,332 in aggregate principal amount, subject to a weekly "block purchase" exemption. Any Debentures purchased by Clarke pursuant to the Debenture Issuer Bid will be cancelled.
Purchases under both plans may commence on May 22, 2013 and will terminate on May 21, 2014.
In connection with the program, the company has established automatic securities purchase plans (the "Plans") for each of the Issuer Bids. The Plans were established to provide standard instructions regarding how Clarke shares and debentures are to be repurchased under the Issuer Bids. Accordingly, Clarke may repurchase its securities under the Plans on any trading day during the Issuer Bids including during self-imposed trading blackout periods. The Plans will commence immediately and terminate with each of their respective Issuer Bids. The company may otherwise vary, suspend or terminate the Plans only if it does not have material non-public information and the decision to vary, suspend or terminate the Plans is not taken during a self-imposed trading blackout period. The Plans constitute "automatic plans" for purposes of applicable Canadian securities legislation and have been reviewed by the Toronto Stock Exchange.
The Directors and Senior Management of Clarke are of the opinion that from time to time the purchase of Clarke common shares and debentures at the prevailing market price would be a worthwhile use of available funds and in the best interests of the company and its shareholders. Clarke acquired 370,402 common shares by means of open market transactions pursuant to the normal course issuer bid that expired April 1, 2013, at a weighted average price of $4.19 per share. Clarke acquired $1,039,200 debentures pursuant to the normal course issuer bid that expired April 4, 2013 at an average price of $968.90 per $1,000 principal amount.
Halifax-based Clarke Inc. invests in undervalued 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
This press release may contain or refer to certain forward-looking statements relating, but not limited to, the Company's expectations, intentions, plans and beliefs with respect to the Company. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "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, those with respect to the purchase of Company securities. 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 of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although the Company has attempted to identify important factors that could cause actual actions, events or results or cause actions, events or results not to be estimated or intended, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Other than as required by applicable Canadian securities laws, the Company does not 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.
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