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Clarke obtains needed consents from holders of 6% convertibles
By Jennifer Chiou
New York, Jan. 25 - Clarke Inc. announced that it received holder approval of an amendment to extend the maturity date of its $62,296,300 principal amount of outstanding 6% convertible subordinated debentures due Dec. 31, 2013 to Dec. 31, 2018.
The meeting was held at 9 a.m. ET on Jan. 25, pushed back from Jan. 10. Votes had to be cast no later than 9 a.m. ET on Jan. 23.
At the meeting, holders of 53% of the securities voted on the extension. Of those votes, 69% were in favor or the change.
On Jan. 8, 40% of debentureholders had delivered proxies. Of those, 64% voted in favor of the proposal, 35% voted against and 1% withheld their votes.
Holders representing at least two-thirds of the principal amount of debentures had to vote in favor of the proposal for it to pass.
The company previously attempted but failed to amend the debentures' maturity date and incorporated many of the comments made by debentureholders into this new proposal, according to a Nov. 13 press release.
Clarke already said the principal purpose of the extension is to maintain the flexibility it currently has to pursue its investment strategy and to continue to build value for all of its securityholders.
The conversion rights and 6% interest rate will not be changed by the amendment.
Debentureholders voting in favor of the amendment will receive a consent fee of 60 basis points, or C$6.00 per C$1,000 principal amount of debentures, and soliciting dealers will receive a fee of 40 bps, or C$4.00 per C$1,000 principal amount.
Halifax, N.S.-based Clarke is a diversified group with businesses in freight transportation, shipping, real estate and information technology.
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