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50 ROGERS COMMUNICATIONS INC. 2009 ANNUAL REPORT
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OUTSTANDING COMMON SHARE DATA
Set forth below is RCI’s outstanding common share data
as at December 31, 2009 and at December 31, 2008. For additional
information, refer to Note 18 to our 2009 Audited Consolidated
Financial Statements.
(1) Holders of RCI’s Class B Non-Voting shares are entitled to receive notice of and to attend meetings of our shareholders, but, except as required by law or as stipulated by stock exchanges, are not
entitled to vote at such meetings. If an offer is made to purchase outstanding Class A Voting shares, there is no requirement under applicable law or RCI’s constating documents that an offer be made
for the outstanding Class B Non-Voting shares and there is no other protection available to shareholders under RCI’s constating documents. If an offer is made to purchase both Class A Voting shares
and Class B Non-Voting shares, the offer for the Class A Voting shares may be made on different terms than the offer to the holders of Class B Non-Voting shares.
(2) The outstanding Class B Non-Voting shares as at December 31, 2009 reflects the cancellation of an aggregate 1,051,000 shares purchased pursuant to the NCIB during the three months ended December
31, 2009 but which settled in early January 2010.
December 31, 2009 December 31, 2008
Common Shares(1)
Class A Voting 112,462,014 112,462,014
Class B Non-Voting(2) 479,948,041 523,429,539
Total Common Shares 592,410,055 635,891,553
Options to purchase Class B Non-Voting shares
Outstanding options 13,467,096 13,841,620
Outstanding options exercisable 8,149,361 9,228,740
DIVIDENDS ON RCI EQUITY SECURITIES
Our dividend policy is reviewed periodically by the RCI Board of
Directors (“the Board”). The declaration and payment of dividends
are at the sole discretion of the Board and depend on, among other
things, our financial condition, general business conditions, legal
restrictions regarding the payment of dividends by us, some of
which are referred to below, and other factors that the Board may
at any point consider to be relevant. As a holding company with no
direct operations, we rely on cash dividends and other payments
from our subsidiaries and our own cash balances and debt to
pay dividends to our shareholders. The ability of our subsidiaries
to pay such amounts to us is subject to the various risks as outlined
in this MD&A.
We declared and paid dividends on each of our outstanding Class A
Voting and Class B Non-Voting shares, as follows:
Declaration date Record date Payment date
Dividend
per share
Dividends paid
(In millions)
February 15, 2007 March 15, 2007 April 2, 2007 $ 0.040 $ 26
May 28, 2007 June 14, 2007 July 3, 2007 $ 0.125 $ 80
July 31, 2007 September 13, 2007 October 1, 2007 $ 0.125 $ 80
November 1, 2007 December 12, 2007 January 2, 2008 $ 0.125 $ 80
February 21, 2008 March 6, 2008 April 1, 2008 $ 0.25 $ 160
April 29, 2008 May 13, 2008 July 2, 2008 $ 0.25 $ 160
August 19, 2008 September 3, 2008 October 1, 2008 $ 0.25 $ 159
October 28, 2008 November 25, 2008 January 2, 2009 $ 0.25 $ 159
February 17, 2009 March 6, 2009 April 1, 2009 $ 0.29 $ 184
April 29, 2009 May 15, 2009 July 2, 2009 $ 0.29 $ 184
August 20, 2009 September 9, 2009 October 1, 2009 $ 0.29 $ 177
October 27, 2009 November 20, 2009 January 2, 2010 $ 0.29 $ 175