HALIFAX, NS, Aug. 17, 2021 /CNW/ - Clarke Inc. (TSX: CKI)
(TSX: CKI.DB) ("Clarke" or the "Company") today
announced that it will seek the approval of holders of its Series B
6.25% convertible unsecured subordinated debentures due
February 28, 2023 (the
"Debentures") to amend certain terms of such Debentures at a
serial meeting of the holders of Debentures (the
"Debentureholders") to be held on September 20, 2021 (the "Meeting").
The proposed amendments to the Debentures consist of:
- EXTENDING the maturity date for the Debentures from
February 28, 2023 to January 1, 2028;
- AMENDING the interest rate on the Debentures from 6.25% to
5.50% for the period beginning on March 1,
2023 and ending on January 1,
2028; and
- PROVIDING FOR consequential and other amendments of a
housekeeping nature.
The Board of Directors and management of the Company believe
that the proposed Debenture amendments enhance the Company's
strategy of pursuing long-term value creation for the benefit of
all its securityholders. The Board of Directors believes that
the proposed amendments, among other things,
afford Debentureholders a longer period of time during which
to receive interest at a favourable rate. The Company believes the
6.25% and the subsequent 5.50% interest rates on
the Debentures represent an attractive yield in light of other
reinvestment opportunities available.
The amendments to the Debentures will only be effective if
passed by an extraordinary resolution of the holders of at least
66⅔% of the principal amount of the Debentures present in person or
by proxy at the Meeting and entitled to vote in respect of the
amendments.
The Meeting is scheduled to be held at 10:00 a.m. (Halifax Time) on September 20, 2021 at 145 Hobsons Lake Drive,
Suite 106, Halifax, Nova Scotia,
B3S 0H9.
Debentureholders may vote on or before 10:00 a.m. (Halifax Time) on September 16, 2021 by following the voting
instructions set out in the management information circular for the
Meeting. Only Debentureholders of record at the close of business
on August 17, 2021 will be entitled
to vote at the Meeting.
Further particulars of the expected benefits of the proposed
amendments will be described in the management information circular
of the Company relating to the Meeting, which will be available
under the Company's profile on SEDAR at www.sedar.com and
which will be mailed to Debentureholders in the coming days.
As of the close of business on August 16,
2021, there was $50,754,000
principal amount of Debentures outstanding.
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 its return. 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.
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", "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. These forward-looking statements
include, but are not limited to, statements regarding receipt of
the requisite approvals of the Debenture amendments, the
anticipated benefits of the Debenture amendments and the
anticipated timing for mailing of the management information
circular relating to the Meeting.
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.
Risks and uncertainties include, among others, the Company's
investment strategy, legal and regulatory risks, general market
risk, potential lack of diversification in the Company's
investments, and interest rates and foreign currency fluctuations.
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.
