now owns 18.13% of the issued and outstanding Shares on a non-diluted basis
Donald I. Clarke files Early Warning Report
MONTREAL, November 12, 2012 - Donald I. Clarke (the "Offeror"), a former Chairman, CEO,
Director and long time shareholder and beneficial owner of shares of Rutter Inc. (the
"Corporation"), filed today a comprehensive Early Warning Report pursuant to National
Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider
Reporting Issues (“NI 62-103”), covering stock trades made between November 29, 2002 and
August 18, 2012.
The last trade subject to NI 62-103 was made on March 22, 2012 by the Offeror’s holding
company, Gunite Investments Inc. (“Gunite”), which acquired on the market 488,000 common
shares (“Shares”) at a price of $0.06 per Share for an aggregate consideration of $29,280. As of
March 22, 2012, after giving effect to this trade, the Offeror owned, or exercised control or
direction over 12,678,548 Shares, representing approximately 16.54% of the issued and
outstanding Shares on a non-diluted basis.
Subsequent to March 22, 2012 and up to August 18, 2012, the Offeror’s holding company
Gunite acquired, by a series of trades on the market, an aggregate of 1,221,000 additional
Shares at prices ranging between $0.06 and $0.08 per Share, for an aggregate consideration of
$83,710. No other trade has been made since August 18, 2012. As of the date hereof, the
Offeror owns, or exercises control or direction over 13,899,548 Shares, representing
approximately 18.13% of the issued and outstanding Shares on a non-diluted basis.
The Offeror acquired the Shares that are the subject of this press release for investment
purposes. However, the Offeror may, depending on various factors including, without limitation,
market and/or other conditions, increase or decrease his ownership, control or direction over
Shares.
In this press release, for the purpose of calculating the percentage of Shares since March 22,
2012, the Offeror has assumed that there were 76,676,578 Shares issued and outstanding, as
reported by the Corporation.
The Offeror first reached the 10% shareholding threshold on November 29, 2002, at the time
the Corporation went public, where the Offeror then held 1,858,600 Shares through a
predecessor of Gunite, representing approximately 10.60% of the 17,533,438 then issued and
outstanding Shares on a non-diluted basis.
This press release is issued pursuant to NI 62-103, which also requires a report to be filed with
regulatory authorities in each of the jurisdictions in which the Corporation is a reporting issuer
containing information with respect to the foregoing matters (the "Early Warning Report"). A
copy of the Early Warning Report will appear with the Corporation's documents on the System
for Electronic Document Analysis and Retrieval and may also be obtained by contacting the
Offeror at (514) 878-9880.
The Toronto Stock Exchange has not reviewed and does not accept the responsibility for the
accuracy or adequacy of this press release.