Clarke Announces Renewal of Normal Course Issuer Bids
HALIFAX, May 17, 2013 /CNW/ – Clarke Inc. (“Clarke” or the “Company“) (TSX: CKI 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, up to 834,115
common shares, representing 5% of the issued and outstanding common
shares (the “Share Issuer Bid”). As at May 14, 2013 there are
16,682,315 issued and outstanding common shares, and the public float
is 4,137,845 common shares. From November 1, 2012 to April 30, 2013,
the average daily trading volume (“ADTV”) of Clarke common shares was
8,773 common shares. Under TSX Rules, the Company is entitled to
purchase up to 25% of the ADTV which is 2,193 common shares on any
trading day, subject to a weekly “block purchase” exemption. Any common
shares purchased by Clarke pursuant to the Share Issuer Bid will be
Clarke also received approval to purchase, through the facilities of the
Toronto Stock Exchange, a portion of its 6% convertible unsecured
subordinated debentures due December 31, 2018 (the “Debentures”).
Under this normal course issuer bid (the “Debenture Issuer Bid”),
Clarke intends to repurchase up to $6,054,000 in aggregate principal
amount of its 2018 Convertible Debentures, representing approximately
10% of the public float of $60,549,300 in aggregate principal amount of
the Debentures issued and outstanding as at May 14, 2013. At May 14,
2013, there was $62,296,300 in aggregate principal amount of the
Debentures issued and outstanding. From November 1, 2012 to April 30,
2013, the ADTV of the Debentures was $45,330 in aggregate principal
amount. Clarke may purchase daily up to 25% of the ADTV which is
$11,332 in aggregate principal amount, subject to a weekly “block
purchase” exemption. Any Debentures purchased by Clarke pursuant to the
Debenture Issuer Bid will be cancelled.
Purchases under both plans may commence on May 22, 2013 and will
terminate on May 21, 2014.
In connection with the program, the company has established automatic
securities purchase plans (the “Plans”) for each of the Issuer Bids.
The Plans were established to provide standard instructions regarding
how Clarke shares and debentures are to be repurchased under the Issuer
Bids. Accordingly, Clarke may repurchase its securities under the
Plans on any trading day during the Issuer Bids including during
self-imposed trading blackout periods. The Plans will commence
immediately and terminate with each of their respective Issuer Bids.
The company may otherwise vary, suspend or terminate the Plans only if
it does not have material non-public information and the decision to
vary, suspend or terminate the Plans is not taken during a self-imposed
trading blackout period. The Plans constitute “automatic plans” for
purposes of applicable Canadian securities legislation and have been
reviewed by the Toronto Stock Exchange.
The Directors and Senior Management of Clarke are of the opinion that
from time to time the purchase of Clarke common shares and debentures
at the prevailing market price would be a worthwhile use of available
funds and in the best interests of the company and its shareholders.
Clarke acquired 370,402 common shares by means of open market
transactions pursuant to the normal course issuer bid that expired
April 1, 2013, at a weighted average price of $4.19 per share. Clarke
acquired $1,039,200 debentures pursuant to the normal course issuer bid
that expired April 4, 2013 at an average price of $968.90 per $1,000
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.A); for more information about Clarke Inc.,
please visit our website at www.clarkeinc.com.
Note on Forward Looking Statements
This press release may contain or refer to certain forward-looking
statements relating, but not limited to, the Company’s expectations,
intentions, plans and beliefs with respect to the Company. 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. Forward-looking statements
include, without limitation, those with respect to the purchase of
Company securities. 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 the Company to be
materially different from the historical results or from any future
results expressed or implied by such forward-looking statements.
Although the Company 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, the Company 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.