HALIFAX, Dec. 12, 2011 /CNW/ - Clarke Inc. ("Clarke" or the "Company") (TSX: CKI CKI.DB CKI.DB.A) 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 $1,264,000 in aggregate principal amount of its 2012 Convertible Debentures, representing approximately 10% of the public float of $12,643,400 in aggregate principal amount of the 2012 Convertible Debentures issued and outstanding as at December 2, 2011. As at December 2, 2011, there was $18,275,500 in aggregate principal amount of the 2012 Convertible Debentures issued and outstanding. Purchases may commence on December 14, 2011 and will terminate on December 13, 2012.
From June 1, 2011 to November 30, 2011, the average daily trading volume of Clarke 2012 Convertible Debentures was $10,413 in aggregate principal amount. Clarke may purchase daily up to 25% of the average daily trading volume, which is $2,603 in aggregate principal amount, subject to a weekly "block purchase" exemption. Any 2012 Convertible Debentures purchased by Clarke pursuant to the bid will be 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.
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 2, 2011, Clarke had not acquired any of its 2012 Convertible Debentures pursuant to the normal course issuer bid that expires on December 13, 2011.
About Clarke
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.
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. These forward-looking statements include, but are not limited to, statements regarding: the trading price of the Company's securities not fully reflecting the value of the Company's business and future prospects and the repurchase of the Company's securities not being expected to preclude the company form pursuing its foreseeable business opportunities.
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.
| Matthew Towns Vice President Investments Clarke Inc. 6009 Quinpool Road, 9th Floor Halifax, Nova Scotia B3K 5J7 | |
| Telephone: Fax: | (902) 442-3989 (902) 442-0187 |
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