CLARKE INC. ANNOUNCES PARTIAL REDEMPTION OF 6.25% CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES DUE JANUARY 1, 2028
HALIFAX, NS, Oct. 13, 2022 /CNW/ - Clarke Inc. (the "Company" or "Clarke") (TSX: CKI) announced today that it has delivered a notice of redemption to the holders of the Company's outstanding 6.25% convertible unsecured subordinated debentures due January 1, 2028 (the "Debentures"). Such notice of redemption provides that the Company will, on October 31, 2022 (the "Redemption Date"), redeem $15,754,000 of the total $50,754,000 principal amount of the Debentures (the "Redeemed Debentures") currently outstanding (the "Partial Redemption").
The record date for the Partial Redemption will be October 26, 2022 (the "Record Date"). Holders of Debentures on the Record Date will have a portion of their Debentures, in denominations of $1,000, redeemed effective as of the Redemption Date on a pro rata basis in accordance with the terms of the trust indenture between the Company and Computershare Trust Company of Canada (the "Debenture Trustee") dated September 30, 2019, as supplemented by the first supplemental indenture dated September 30, 2021 (together, the "Indenture").
On the Redemption Date, holders of Redeemed Debentures (which for greater certainty are selected on a pro rata basis) will receive a repayment of $1,000 for each $1,000 principal amount of Redeemed Debenture (the "Redemption Price"). On October 31, 2022, an interest payment in the approximate amount of $31 per $1,000 principal amount of Debentures will be made to all holders of Debentures as of the record date of September 15, 2022. Holders of Redeemed Debentures as of the record date of October 26, 2022 will receive the Redemption Price. All interest on the Redeemed Debentures shall cease from and after the Redemption Date.
Clarke will satisfy its obligation to pay to the holders of Redeemed Debentures the Redemption Price in cash from funds on hand and through its revolving credit facilities.
Beneficial holders of Debentures should contact their investment dealer if they have any questions about the Partial Redemption.
Holders of Debentures may also refer to the Indenture for a full description of the redemption process, a copy of which is available under Clarke's SEDAR profile at www.sedar.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and its subsidiary entities or the industry in which they operate, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements use words such as "may", "will", "expect", "believe", "plan" and other similar terminology. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. Forward-looking statements involve a number of risks and uncertainties, including those related to: (i) the impact of general economic conditions; (ii) industry conditions; and (iii) stock market volatility, many of which are beyond the Company's control. For an augmented discussion of the risk factors and uncertainties that affect or may affect the Company, the reader is directed to the section entitled "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2021, which is available under the Company's profile at www.sedar.com. New risk factors may arise from time to time and it is not possible for management of the Company to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance or achievements of the Company to be materially different from those contained in forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements.
Halifax-based Clarke invests in a variety of private and publicly-traded businesses and participates actively where necessary to enhance performance and increase its return. The Company also has a diverse and significant portfolio of direct real estate holdings across the hospitality, commercial, industrial, and residential sectors. Clarke's securities trade on the Toronto Stock Exchange (CKI; CKI.DB); for more information about Clarke, please visit our website at www.clarkeinc.com.
SOURCE Clarke Inc.
Tom Casey, CPA, CA, Chief Financial Officer, Clarke Inc., Tel: 902-420-6446
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