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CKI - Clarke Inc.


jm25

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Writser....try this and you'll never use SEDI __EVER__ again.

https://www.investorx.ca/search

 

- O

 

I hate the SEDI site so much.. I can search for G2S2 as much as I want herebut nothing shows up even though it is the 'registered holder'. Am I an idiot?

 

Hi Omagh,

 

I use InvestorX to search for Company filings (as a replacement for SEDAR). How do you use it to search for insider filings?

 

Best,

Steve

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G2S2 Capital Inc. Announces Increased Investment in Clarke Inc.

 

HALIFAX, Dec. 19, 2019 /CNW/ - G2S2 Capital Inc. ("G2S2"), announces that it has acquired ownership of, and control over, an additional 59,200 common shares of Clarke Inc. ("Clarke"), increasing G2S2's holdings to 7,336,865 common shares representing 44.23% of Clarke's outstanding common shares. G2S2 is a corporation incorporated under the laws of Canada and operates as an investment holding company. G2S2 is controlled by George & Simé Armoyan. G2S2 has filed an early warning report today pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

 

G2S2 acquired the 59,200 common shares of Clarke on December 18, 2019, through the facilities of the Toronto Stock Exchange at a price of $12.09 per share (the "Acquisition").

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  • 2 months later...

Canada NewsWire

 

HALIFAX, March 3, 2020

 

HALIFAX, March 3, 2020 /CNW/ - Clarke Inc. ("Clarke") Clarke announces that its Board of Directors has declared a dividend-in-kind (the "Dividend") on its common shares (the "Clarke Shares") in the form of a pro rata distribution of the 5,386,440 shares of Terravest Industries Inc. ("Terravest") that Clarke owns.

 

The Dividend will be paid on March 25, 2020 (the "Payment Date") to shareholders of Clarke of record at the close of business on March 18, 2020 (the "Record Date").

 

No fractional shares or cash in lieu thereof (or any other form of payment) will be payable under the Dividend. Any fractional interests in the Terravest shares under the Dividend will be rounded down to the nearest whole number of Terravest shares. Based upon the number of Clarke Shares currently outstanding, and without taking into effect the exercise of any options or conversion of any debentures currently outstanding or the effect of rounding for fractional interests, approximately 0.33 Terravest shares will be distributed under the Dividend for every one Clarke Share held on the Record Date.

 

It is expected that certificates evidencing the Terravest shares distributed under the Dividend will be mailed to the Clarke shareholders of record shortly after the Payment Date.

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Armoyan really loading up the truck. Nice to see. He bought over a million shares this month and now owns > 50% of common shares outstanding. Wouldn't surprise me if he tries to take it private this year. Also, according to SEDI Armoyan bought $4m worth of debentures on March, 20. Though I'm sure if that was an actual open market transaction.

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Because liquidity in the open market is very limited and because Armoyan could buy the remaining share of the company at a price that he probably considers very attractive? If you think roughly half of your company is priced as a bargain why would you not try to buy it? You would rather share half your future profits with other shareholders? Control is not the issue here.

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Yeah, that's also hard for me to judge. For sure the hotel business is a terrible place to be in right now. I'm not sure how to value the company at this point anyway so I don't have a position. Armoyan seems to think it is cheap though.

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This is nothing but at vehicle to pay dividend income tax at this point.

While they have been hiring investment analyst lately, the competitive, value investing Clarke of a few years ago is dead.

George has a really good tax guy in Halifax, named Rob Jeffery, who will be driving the bus for all of Armoyan's companies for the foreseeable future.

The focus has defiantly transitioned to Gerorge's sons and capital preservation for their future needs.

 

 

 

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Armoyan really loading up the truck. Nice to see. He bought over a million shares this month and now owns > 50% of common shares outstanding. Wouldn't surprise me if he tries to take it private this year. Also, according to SEDI Armoyan bought $4m worth of debentures on March, 20. Though I'm sure if that was an actual open market transaction.

 

Press release from yesterday:

HALIFAX, May 4, 2020 /CNW/ - Clarke Inc. ("Clarke") announces that Michael Rapps has resigned

as President, CEO and a director of Clarke. Mr. Rapps will remain with Clarke through June 2020.

Following Mr. Rapps' departure, George Armoyan, currently Executive Chairman of Clarke, will

assume the responsibilities of President and CEO.

George Armoyan commented: "Michael has been a trusted leader and an integral part of Clarke's

success over the last eight years. The Clarke Board, my family and I thank Michael for his service,

wish him success in his future endeavors and we look forward to working on opportunities together

in the future."

 

That explains all his insider sales this year I guess. He is still on the board of Trican, was/is chairman of Holloway and has been working with Clarke for close to a decade. Armoyan 'looks forward to working with him together in the future'. If I put on my tinfoil hat I see another sign that a going-private transaction is imminent. Pure speculation though.

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  • 2 months later...

Armoyan bought another ~5% of shares outstanding in a block transaction yesterday (link). Clarke itself bought back ~400k shares the past few weeks, another ~2.5%. A buyback program for another ~5% of shares outstanding was filed two weeks ago.

 

I have no clue how to value the hotel business but I'm really tempted to join the buying spree.

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A 1:1000 reverse split and subsequent split is proposed to cash out small shareholders: https://finance.yahoo.com/news/clarke-announces-special-meeting-consider-115500418.html . Would mean another ~400k shares, roughly 2.5% of shares outstanding, bought back. Clarke has been buying back shares as wel, and both Armoyan and the company have been buying convertibles.

 

I like what Armoyan has done the past decade. A decent investment portfolio and simple, sensible capital allocation.

 

I have no clue how to value the hotel business ..

 

Unfortunately that comment still stands. So I am still on the sidelines. I'll probably regret it at some point. If anybody has tried to slap a value on the hotel business I'd love to hear what you came up with and how you did it.

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Thank you for that Writser Armoyan is quite the operator. This has probably been one of the better investments I have made over the years. I have been anticipating a buyout for several years, but I would be quite happy if he leaves things just as they are. 

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Brian Langis, who is an occasional participant here, had written a relevant historical piece on Clarke in 2015 (Seeking Alpha).

Here's the beginning of the comprehensive article and the full article can be obtained directly or possibly indirectly through the author, if interested.

https://brianlangis.wordpress.com/2015/12/03/clarke-inc-canadas-activist-value-investor/

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