HALIFAX,
July 24, 2012 /CNW/ - Clarke Inc.
(TSX: CKI, CKI.DB.A) announced today that it is extending the date
for delivery of proxies for its upcoming meeting (the "Meeting") of
holders of its 6.00% convertible unsecured subordinated debentures
due December 31, 2013
("Debentureholders") and rescheduling the Meeting originally
planned for July 25, 2012. The
Meeting has been rescheduled in order to give more time for
Debentureholders to tender their proxies and vote on the proposed
amendments announced on June 19,
2012.
To date, the majority of Debentureholders who
have delivered proxies in respect of the Meeting have indicated
that they wish to vote in favour of the proposed amendments. The
Meeting is now rescheduled to be held on August 22, 2012 at 10:00
a.m. (Atlantic Daylight Time) at 6009 Quinpool Road, 9th
Floor, Halifax, Nova Scotia B3K
5J7. Votes must be cast no later than August
20, 2012 at 10:00am in
accordance with the instructions set out in the management
information circular and related materials that were sent to
Debentureholders in late June. A copy of the management
information circular is also available on SEDAR at www.sedar.com or
at www.clarkeinc.com.
Clarke believes that the advantages of the proposed amendments
include the following:
- Clarke believes that the 6-per-cent interest rate on the
current debentures represents an attractive yield, especially in
the current low-interest-rate environment and in light of other
reinvestment opportunities available.
- Clarke has committed credit facilities and marketable
securities in excess of $125-million.
Clarke is permitted to draw down on its facilities and use the
proceeds to redeem the current debentures. Doing so would result in
the holders of the current debentures losing an attractive and
recurring source of income.
- Holders of the current debentures that vote in favour of the
proposed amendments will receive a consent fee of 60 basis points,
or $6 per $1,000 principal amount of current debentures.
Financial advisers of Debentureholders who vote in favour of the
proposed amendments will receive a consent fee of 40 basis points,
or $4 per $1,000 principal amount of current
debentures.
If you have questions about voting your
Debentures or require other assistance, you may contact Kingsdale
Shareholder Services ("Kingsdale") toll-free at 1-866-228-3049,
outside North America at
1-416-867-2272, collect calls accepted, or by email at
contactus@kingsdaleshareholder.com
About Clarke
Halifax-based
Clarke invests in a variety of private and publicly-traded
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 and
Risks
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", "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, statements relating to Clarke's beliefs
regarding the advantages of the proposed amendments to the current
debentures, Clarke's ability to redeem all or part of the current
debentures and the effects of any such redemption on the holders of
the current debentures, and the potential uses of Clarke's credit
facility. 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 to be materially
different from the results expressed or implied by such
forward-looking statements and there can be no assurance that such
statements will prove to be accurate. Other than as required by
applicable Canadian securities laws, Clarke does not intend to
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.