Rogers 2008 Annual Report Download - page 121

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ROGERS COMMUNICATIONS INC. 2008 ANNUAL REPORT 117
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A) CAPITAL STOCK:
(i) Preferred shares:
Rights and conditions:
There are 400 million authorized Preferred shares without
par value, issuable in series, with rights and terms of each
series to be fixed by the Board of Directors prior to the issue
of such series. The Preferred shares have no rights to vote at
any general meeting of the Company. No Preferred shares
have been issued.
(ii) Common shares:
Rights and conditions:
There are 112,474,388 authorized Class A Voting shares
without par value. Each Class A Voting share is entitled to
50 votes. The Class A Voting shares are convertible on a one-
for-one basis into Class B Non-Voting shares.
There are 1.4 billion authorized Class B Non-Voting shares
without par value.
The Articles of Continuance of the Company under the
Company Act (British Columbia) impose restrictions on the
transfer, voting and issue of the Class A Voting and Class
B Non-Voting shares in order to ensure that the Company
remains qualified to hold or obtain licences required to carry
on certain of its business undertakings in Canada.
The Company is authorized to refuse to register transfers
of any shares of the Company to any person who is not a
Canadian in order to ensure that the Company remains
qualified to hold the licences referred to above.
(B) DIVIDENDS:
During 2007 and 2008, the Company declared and paid the
following dividends on each of its outstanding Class A Voting and
Class B Non-Voting shares:
Dividend
Date declared Date paid per share
February 15, 2007 April 2, 2007 $ 0.040
May 28, 2007 July 3, 2007 0.125
July 31, 2007 October 1, 2007 0.125
November 1, 2007 January 2, 2008 0.125
$ 0.415
February 21, 2008 April 1, 2008 $ 0.250
April 29, 2008 July 2, 2008 0.250
August 19, 2008 October 1, 2008 0.250
October 28, 2008 January 2, 2009 0.250
$ 1.000
On January 7, 2008, the Board approved an increase in the annual
dividend from $0.50 to $1.00 per Class A Voting and Class B Non-
Voting share to be paid quarterly on each outstanding Class A
Voting and Class B Non-Voting share. Consequently, the Class A
Voting shares may receive a dividend at a quarterly rate of up to
$0.25 per share only after the Class B Non-Voting shares have been
paid a dividend at a quarterly rate of $0.25 per share. The Class
A Voting and Class B Non-Voting shares share equally in dividends
after payment of a dividend of $0.25 per share for each class.
(C) NORMAL COURSE ISSUER BID:
In January 2008, the Company filed a normal course issuer bid
(“NCIB”) which authorizes the Company to repurchase up to
the lesser of 15,000,000 of the Company’s Class B Non-Voting
shares and that number of Class B Non-Voting shares that can be
purchased under the NCIB for an aggregate purchase price of $300
million for a period of one year. On May 21, 2008, the Company
repurchased for cancellation 1,000,000 of its outstanding Class B
Non-Voting shares pursuant to a private agreement between the
Company and an arm’s-length third party seller for an aggregate
purchase price of $39.9 million. As a result of this purchase, the
Company recorded a reduction to stated capital, contributed
surplus and retained earnings of $0.9 million, $37.8 million and $1.2
million, respectively. On August 1, 2008, the Company repurchased
for cancellation 3,000,000 of its outstanding Class B Non-Voting
shares pursuant to a private agreement between the Company
and an arm’s-length third party seller for an aggregate purchase
price of $93.9 million. As a result of this purchase, the Company
recorded a reduction to stated capital, contributed surplus and
retained earnings of $2.8 million, $88.3 million and $2.8 million,
respectively. Each of these purchases was made under issuer bid
exemption orders issued by the Ontario Securities Commission
and will be included in calculating the number of Class B Non-
Voting shares that the Company may purchase pursuant to the
NCIB. In addition, in August and September of 2008, the Company
repurchased for cancellation an aggregate 77,400 of its outstanding
Class B Non-Voting shares directly under the NCIB for an aggregate
purchase price of $2.9 million, resulting in a reduction to stated
capital, contributed surplus and retained earnings of $0.1 million,
$2.7 million and $0.1 million, respectively.
18. SHAREHOLDERS’ EQUITY