TSX: CKI; CKI.DB; CKI.DB.A
HALIFAX, Dec. 9 /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 (the "TSX"), 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 $3,423,000 in aggregate principal amount of its 2012 Convertible Debentures, representing approximately 10% of the public float of $34,236,900 in aggregate principal amount of the 2012 Convertible Debentures issued and outstanding as at December 1, 2009. As at December 1, 2009, there was $37,594,500 in aggregate principal amount of the 2012 Convertible Debentures issued and outstanding. Purchases may commence on December 14, 2009 and will terminate on December 13, 2010.
From June 1, 2009 to November 30, 2009, the average daily trading volume of Clarke 2012 Convertible Debentures was $47,177 in aggregate principal amount. Clarke may purchase daily up to 25% of the average daily trading volume, which is $11,794 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.
Although not applicable with respect to Clarke's normal course issuer bid for 2012 Convertible Debentures announced herein, the TSX requires that Clarke disclose particulars of a valuation 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 1, 2009, Clarke had acquired $4,160,500 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 11, 2009, at a weighted average price of $717.10 per $1,000 principal amount.
Halifax-based Clarke Inc., led by an entrepreneurial team of investment professionals, is an activist and catalyst investment company that creates shareholder value by identifying businesses with the potential for improved performance, and working actively to uncover the value.
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
This press release may contain or refer to certain forward-looking statements relating, but not limited to, Clarke's expectations, intentions, plans and beliefs with respect to Clarke. 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 made with respect to the purchase of Clarke 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 Clarke to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although Clarke 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, Clarke 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.
For further information: For further information: Melinda Lee, Vice President Investments, Clarke Inc., (902) 442-3420, Fax: (902) 442-0187