HALIFAX, NS, Aug. 30, 2021 /CNW/ - Clarke Inc. (TSX: CKI)
(TSX: CKI.DB) ("Clarke" or the "Company") is pleased
to announce that it has mailed an information circular and related
meeting materials (the "Meeting Materials") in connection
with its upcoming serial meeting of holders (the
"Debentureholders") of the Company's Series B 6.25%
convertible unsecured subordinated debentures due February 28, 2023 (the "Debentures") 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 (the "Meeting").
At the Meeting, Debentureholders will be asked to consider and
vote upon certain amendments to the terms of the Debentures (the
"Debenture Amendments"), consisting 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 April 30,
2023 and ending on January 1,
2028; and
- PROVIDING FOR consequential and other amendments of a
housekeeping nature.
The Company revised the previously announced date of the
interest rate amendment to align with the interest rate payment
dates on the Debentures.
If approved, the Board of Directors of the Company (the
"Board") believe that the Debenture Amendments provide the
following advantages:
- Continued Favourable Interest Rate: The extended
maturity date for the Debentures affords Debentureholders a longer
period of time during which to receive interest at a favourable
rate. The Company believes the 6.25% and subsequent 5.50% interest
rates on the Debentures represent an attractive yield in light of
other reinvestment opportunities available.
- Extended Conversion Period: The extended maturity
date for the Debentures also affords Debentureholders a longer
period of time during which to potentially convert their Debentures
into common shares of the Company at the current conversion price.
This extended conversion period is beneficial given the Company's
significant share price discount to book value.
The voting members of the Board unanimously recommend that the
Debentureholders vote for the Debenture Amendments.
The Debenture Amendments 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 Debenture
Amendments.
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 Meeting Materials. Only
Debentureholders of record at the close of business on August 17, 2021 will be entitled to vote at the
Meeting.
If you have questions or need assistance with the completion and
delivery of your proxy of voting instruction form, please contact
the Company's proxy solicitation agent, Gryphon Advisors Inc., by
telephone at 1-833-490-0586 toll-free in North America (1-416-902-5565 by collect call)
or by email at inquiries@gryphonadvisors.ca.
Copies of the Meeting Materials mailed to Debentureholders have
also been filed under the Company's profile on SEDAR at
www.sedar.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 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 and the
anticipated benefits of the Debenture Amendments.
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.
