Clarke Inc.

Clarke Inc.

November 06, 2006 15:43 ET

Clarke Inc. Announces $100 Million Issuance of Convertible Debentures

HALIFAX, NOVA SCOTIA--(CCNMatthews - Nov. 6, 2006) -

Not for distribution to U.S. newswire services or for dissemination in the United States.

Clarke Inc. ("Clarke")(TSX:CKI) announced today that it has entered into an underwritten bought deal agreement with a syndicate of underwriters led by National Bank Financial Inc. and CIBC World Markets Inc. under which it will issue $100.0 million principal amount of convertible unsecured subordinated debentures due 2013 (the "Debentures") with a coupon rate of 6.00% per annum payable semi-annually on June 30 and December 31, commencing on June 30, 2007. The Debentures will mature on December 31, 2013. Clarke has granted the underwriters an over-allotment option, exercisable for a period of up to 30 days from closing, to purchase up to $15 million additional Debentures on the same terms and conditions to cover over-allotments, if any.

Each $1,000 principal amount of the Debentures will be convertible at any time prior to maturity or the date fixed for redemption, at the option of the holder, into approximately 66.67 common shares of Clarke (the "Common Shares") at a conversion price of $15.00 per Common Share.

The Debentures will be offered in all provinces and territories of Canada. The offering is subject to normal regulatory approval and is expected to close on or about November 23, 2006. Clarke intends to use the estimated net proceeds of the offering to make controlling or minority investments in businesses or securities where it sees the opportunity for value creation and growth in investment. A portion of the net proceeds may also be used for working capital and general corporate purposes.

About Clarke

Clarke Inc. is a diversified investment holding company with interests in freight transportation services, international shipping, real estate and information technology services. Headquartered in Halifax, Nova Scotia, Clarke and its subsidiaries have offices across Canada, and provide direct employment for over 700 employees and contractors.

The securities offered and the underlying securities into which they are convertible have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Contact Information

  • Clarke Inc.
    Jan Imeson
    Executive Vice President and Chief Financial Officer
    (902) 442-3000
    (902) 442-0187 (FAX)