Rogers 2009 Annual Report Download - page 112

116 ROGERS COMMUNICATIONS INC. 2009 ANNUAL REPORT
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 2008 and 2009, the Company declared and paid the
following dividends on each of its outstanding Class A Voting and
Class B Non-Voting shares:
Date declared Date paid
Dividend
per share
February 21, 2008 April 1, 2008 $ 0.25
April 29, 2008 July 2, 2008 0.25
August 19, 2008 October 1, 2008 0.25
October 28, 2008 January 2, 2009 0.25
$ 1.00
February 17, 2009 April 1, 2009 $ 0.29
April 29, 2009 July 2, 2009 0.29
August 20, 2009 October 1, 2009 0.29
October 27, 2009 January 2, 2010 0.29
$ 1.16
In February 2009, the Board adopted a dividend policy which
increased the annualized dividend rate from $1.00 to $1.16 per Class
A Voting and Class B Non-Voting share effective immediately to be
paid quarterly in amounts of $0.29 per share 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 $0.29 per share only after the Class B Non-Voting shares have
been paid a dividend at a quarterly rate of $0.29 per share. The Class
A Voting and Class B Non-Voting shares share equally in dividends
after payment of a dividend of $0.29 per share for each class. Such
quarterly dividends are only payable as and when declared by the
Board and there is no entitlement to any dividends prior thereto.
(C) NORMAL COURSE ISSUER BID:
In February 2009, the Company filed a normal course issuer bid
(“NCIB”) with the Toronto Stock Exchange (“TSX”) authorizing the
Company to purchase up to the lesser of 15 million 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 during the 12-month period commencing February 20,
2009 and ending February 19, 2010. This NCIB replaced a previously
filed NCIB which expired in January 2009.
In May 2009, the Company filed an amendment to its NCIB to provide
that the Company may, during the 12-month period commencing
February 20, 2009 and ending February 19, 2010, purchase on the TSX
the lesser of 48 million Class B shares, representing approximately
10% of the public float, and that number of Class B shares that can
be purchased under the NCIB for an aggregate purchase price of
$1,500 million.
In 2009, the Company repurchased for cancellation an aggregate
43,776,200 Class B Non-Voting shares for an aggregate purchase
price of $1,347 million, resulting in a reduction to stated capital,
contributed surplus and retained earnings of $41 million, $50
million and $1,256 million, respectively. An aggregate 1,051,000
of these shares comprising $34 million of the aggregate purchase
price was purchased and recorded in December 2009 but was
settled in early January 2010. In addition, 33,496,200 of these
shares were repurchased for cancellation directly under the NCIB
for an aggregate purchase price of $1,062 million. The remaining
10,280,000 of these shares were repurchased for cancellation
pursuant to private agreements between the Company and certain
arm’s-length third party sellers for an aggregate purchase price of
$285 million, each of which was made under an issuer bid exemption
order issued by the Ontario Securities Commission and is included
in calculating the number of Class B Non-Voting shares that the
Company may purchase pursuant to the NCIB. The NCIB expires on
February 19, 2010 (note 26(a)).
In January 2008, the Company filed an NCIB which authorized
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.
18. SHAREHOLDERS’ EQUITY: