TSX: CKI; CKI.DB; CKI.DB.A
HALIFAX, Dec. 10 /CNW/ - Clarke Inc. ("Clarke") 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, a portion of its 6% convertible unsecured subordinated debentures due December 31, 2012 (the "2012 Convertible Debentures"). Under the normal course issuer bid, Clarke intends to repurchase up to $2,085,000 in aggregate principal amount of its 2012 Convertible Debentures, representing approximately 10% of the public float of $20,853,900 in aggregate principal amount of the 2012 Convertible Debentures issued and outstanding as at December 6, 2010. As at December 6, 2010, there was $36,550,500 in aggregate principal amount of the 2012 Convertible Debentures issued and outstanding. Purchases may commence on December 14, 2010 and will terminate on December 13, 2011.
From June 1, 2010 to November 30, 2010, the average daily trading volume of Clarke 2012 Convertible Debentures was $21,153 in aggregate principal amount. Clarke may purchase daily up to 25% of the average daily trading volume, which is $5,288 in aggregate principal amount, subject to a weekly "block purchase" exemption. Any 2012 Convertible Debentures purchased by Clarke pursuant to the Offer will be held or cancelled.
In connection with the program, the company has established an automatic securities purchase plan (the "Plan") for the 2012 Convertible Debentures. The Plan was established to provide standard instructions regarding how the 2012 Convertible Debentures are to be repurchased under the issuer bid. Accordingly, Clarke may repurchase its securities under the Plan on any trading day during the issuer bid including during self-imposed trading blackout periods. The Plan will commence immediately and terminate with the issuer bid. The company may otherwise vary, suspend or terminate the Plan only if it does not have material non-public information and the decision to vary, suspend or terminate the Plan is not taken during a self-imposed trading blackout period. The Plan constitutes an "automatic plan" for purposes of applicable Canadian securities legislation and has been reviewed by the Toronto Stock Exchange.
A valuation was prepared in connection with Clarke's substantial issuer bid (the "SIB") for convertible debentures due December 31, 2013 ("the 2013 Debentures") by National Bank Financial Inc. ("NBF") and delivered to Clarke on September 16, 2009. The valuation contained NBF's opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, the fair value of the 2013 Debentures, as of September 14, 2009, fell within the range (per $1,000 principal amount) of $713 to $796. A copy of the valuation is appended to Clarke's circular prepared in connection with the SIB and is available at www.sedar.com. A copy of the valuation may be made available for inspection, on advance appointment only with Clarke's Corporate Secretary during regular business hours, at Clarke's offices located on the 9th Floor, 6009 Quinpool Road, Halifax, Nova Scotia.
The directors and senior management of Clarke are of the opinion that the purchase of the 2012 Convertible Debentures from time to time at the prevailing market price would be a worthwhile use of available funds and in the best interests of the company and its shareholders. As at December 6, 2010, Clarke had acquired $1,044,000 in aggregate principal amount of its 2012 Convertible Debentures by means of open market transactions pursuant to the normal course issuer bid that expires on December 13, 2010, at a weighted average price of $968.48 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; 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, 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 future price of securities held by the Company, changes in these securities holdings, changes to the Company's hedging practices, currency fluctuations, requirements for additional capital, changes to government regulations and the timing and possible outcome of pending litigation. 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.
With respect to the Company's Investment segment, such risks and uncertainties include, without limitation, the Company's investment strategy, legal and regulatory risks, general market risk, potential lack of diversification in the Company's investments, reliance on certain key executives, interest rates and foreign currency fluctuations and other factors. With respect to the Company's Freight Transportation segment, such risks and uncertainties include, without limitation, competition, expiry of certain leases, labour relations, the use of third party service providers, dependence on certain personnel, fuel costs, weather conditions, customer relationships, claims, litigation and insurance, government regulation of the transport industry and other factors. With respect to the Company's Home Heating segment (formerly the Steel Tanks segment), such risks and uncertainties include, without limitation, the costs of housing and major consumer products, energy costs, alternative energy sources, steel costs, foreign exchange risk, and other factors. With respect to the Company's Entertainment segment, such risks and uncertainties include, without limitation, the impact of the Internet on retail distribution channels and delivery format, potential product returns, and the accounting provisions made for such product returns. Other general risks and uncertainties include, without limitation, environmental considerations, use of information technology and information systems, safety issues, concentration of sales among a small number of customers, the seasonality of business cycles for certain segments, commodity market risk, risks associated with investment in derivative instruments and other factors.
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.
For further information: For further information:
Vice President Investments
6009 Quinpool Road, 9th Floor
Halifax, Nova Scotia B3K 5J7
Telephone: (902) 442-3989
Fax: (902) 442-0187