Rogers 2010 Annual Report Download - page 106

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
110 ROGERS COMMUNICATIONS INC. 2010 ANNUAL REPORT
(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 (the “Board”) 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 Amalgamation of the Company under the Business
Corporations 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 2009 and 2010, 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 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
February 16, 2010 April 1, 2010 $ 0.32
April 29, 2010 July 2, 2010 0.32
August 18, 2010 October 1, 2010 0.32
October 26, 2010 January 4, 2011 0.32
$ 1.28
In February 2010, the Board adopted a dividend policy which increased
the annualized dividend rate from $1.16 to $1.28 per Class A Voting and
Class B Non-Voting share effective immediately to be paid quarterly in
amounts of $0.32 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 $0.32 per share only after
the Class B Non-Voting shares have been paid a dividend at a quarterly
rate of $0.32 per share. The Class A Voting and Class B Non-Voting
shares share equally in dividends after payment of a dividend of $0.32
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 2010, the Toronto Stock Exchange (“TSX”) accepted a notice
filed by the Company of its intention to renew its prior normal course
issuer bid (“NCIB”) for a further one-year period. The TSX notice
provides that the Company may, during the 12-month period
commencing February 22, 2010 and ending February 21, 2011, purchase
on the TSX up to the lesser of 43.6 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 $1,500 million. The
actual number of Class B Non-Voting shares purchased under the NCIB,
and the timing of such purchases will be determined by the Company
considering market conditions, share prices, its cash position and
other factors.
In 2010, the Company repurchased for cancellation an aggregate
37,080,906 Class B Non-Voting shares for an aggregate purchase price
of $1,312 million, resulting in a reduction to stated capital, contributed
surplus and retained earnings of $37 million, $1,191 million and $84
million, respectively. An aggregate 22,600,906 of these shares were
repurchased for cancellation directly under the NCIB for an aggregate
purchase price of $830 million. The remaining 14,480,000 of these
shares were repurchased for cancellation pursuant to private
agreements between the Company and arm’s-length third party sellers
for an aggregate purchase price of $482 million. These purchases were
made under issuer bid exemption orders issued by the Ontario Securities
Commission and are included in calculating the number of Class B Non-
Voting shares that the Company may purchase pursuant to the NCIB.
The NCIB expired on February 21, 2011 (note 26(a)).
In February 2009, the Company filed an NCIB with the 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, $1,256 million and $50
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 was
included in calculating the number of Class B Non-Voting shares that
the Company was able to purchase pursuant to this NCIB.
18. SHAREHOLDERS’ EQUITY: