HALIFAX,
June 19, 2012 /CNW/ - Clarke Inc.
(the "Company") (TSX: CKI CKI.DB.A) announced today that it intends
to seek the approval of the holders of its 6.00% convertible
unsecured subordinated debentures due December 31, 2013 (the "Debentures") to amend the
terms of the Debentures at a meeting of Debenture holders (the
"Debentureholders") to be held on July 25,
2012 (the "Meeting").
The proposed amendments (the "Debenture
Amendments") include:
- ELIMINATING the ability of the Company to repay the principal
amount of the Debentures through the issuance of common shares of
the Company on redemption or maturity of the Debentures.
- EXTENDING the maturity date for the Debentures from
December 31, 2013 to December 31, 2018; and
- ELIMINATING the ability of Debentureholders to convert the
Debentures into common shares of the Company.
Consent Fee
The Company will pay a consent fee equal to
$6 per $1000 principal amount of Debentures (the
"Consent Fee") conditional upon, among other things, holders of at
least 66⅔% of the principal amount of the Debentures, present or
represented by proxy at the Debentureholder Meeting, voting for the
Debenture Amendments. The Company will, as promptly as practicable
after the satisfaction of the conditions precedent, pay the Consent
Fee to Debentureholders that voted for the Debenture Amendments.
Concurrently with the payment of a Consent Fee in respect of any
Debentures, the Company will also, subject to certain terms and
conditions, pay a soliciting dealers' fee equal to $4 per $1000
principal amount of Debentures in respect of such Debentures to
soliciting dealers that are entitled to receive the fee.
Board Recommendation
The Board of Directors of the Company (the
"Board") believes that the Debenture Amendments provide a number of
benefits to the Company and its securityholders, including to the
Debentureholders. Furthermore, the Consent Fee and extension of the
maturity date offer attractive value to Debentureholders.
The Board UNANIMOUSLY RECOMMENDS that the
Debentureholders vote FOR the Debenture Amendments.
About the Debenture Amendments
Further information with respect to the
Debenture Amendments will be outlined in a management information
circular (the "Circular") expected to be mailed to the
Debentureholders in late June
2012.
For the Debenture Amendments to be approved, at
least 66 2/3% of the principal amount of the Debentures voted
(either in person at the Meeting or by proxy) must be FOR votes.
Detailed voting instructions will be found in the Circular. The
Meeting is scheduled to be held on July 25,
2012 at 10:00 a.m. (Atlantic
Daylight Time) at 6009 Quinpool Road, 9th Floor, Halifax, Nova Scotia B3K 5J7.
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.
SOURCE CLARKE INC.
