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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 23: SHAREHOLDERS’ EQUITY
Capital Stock
Shares classes
Number of shares
authorized for issue Features Voting rights
Preferred shares 400 million • Without par value
• Issuable in series, with rights and terms of each series to be fixed by
our board prior to the issue of any series
• None
Class A Voting shares 112,474,388 • Without par value
• Each share can be converted into one Class B Non-Voting share
• Each share entitled to
50 votes
Class B Non-Voting shares 1.4 billion • Without par value • None
RCI’s Articles of Continuance 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 to ensure that we remain
qualified to hold or obtain licences required to carry on certain of our
business undertakings in Canada. We are authorized to refuse to
register transfers of any of our shares to any person who is not a
Canadian in order to ensure that Rogers remains qualified to hold the
licences referred to above.
Dividends
In 2013 and 2012, we declared and paid the following dividends on our
outstanding Class A Voting and Class B Non-Voting shares:
Date declared Date paid
Dividend
per share
February 21, 2012 April 2, 2012 $ 0.395
April 25, 2012 July 3, 2012 0.395
August 15, 2012 October 3, 2012 0.395
October 24, 2012 January 2, 2013 0.395
$ 1.58
February 14, 2013 April 2, 2013 $ 0.435
April 23, 2013 July 3, 2013 0.435
August 15, 2013 October 2, 2013 0.435
October 24, 2013 January 2, 2014 0.435
$ 1.74
The holders of Class A shares are entitled to receive dividends at the
rate of up to five cents per share but only after dividends at the rate of
five cents per share have been paid or set aside on the Class B shares.
Class A Voting and Class B Non-Voting shares therefore participate
equally in dividends.
Normal Course Issuer Bid
In February 2013, we renewed our normal course issuer bid. During the
12-month period commencing February 25, 2013 and ending
February 24, 2014, we may purchase on the TSX, the NYSE and/or
alternative trading systems up to the lesser of 35.8 million Class B Non-
Voting shares, representing approximately 10% of the then issued and
outstanding Class B Non-Voting shares, and that number of Class B
Non-Voting shares that can be purchased under the normal course
issuer bid for an aggregate purchase price of $500 million. The actual
number of Class B Non-Voting shares purchased, if any, and the timing
of such purchases will be determined by considering market conditions,
share prices, our cash position, and other factors.
In 2013, we repurchased for cancellation a total of 546,674 (2012 –
9,637,230) Class B Non-Voting shares for total proceeds of $22 million
(2012 – $350 million), resulting in a reduction to Class B Non-Voting
share capital, share premium and retained earnings of $1 million, nil
and $21 million (2012 – $10 million, $243 million and $97 million),
respectively. All of the 2013 purchases were made in June 2013 and
were carried out through the facilities of the TSX. In 2013, we cancelled
43,993 Class B Non-Voting shares that related to old employee share
plans for proceeds of nil.
Available-for-Sale Financial Assets Reserve
We carry available-for-sale investments at fair value on the consolidated
statements of financial position, and record changes in fair value in the
available-for-sale financial assets reserve as a component of equity,
through other comprehensive income, until the investments are
disposed of or impaired, at which time we record the change in fair
value in net income.
Hedging Reserve
We measure all derivatives at fair value on the consolidated statements
of financial position, and record changes in fair value of cash flow
hedging derivatives in the fair value reserve as a component of equity
through other comprehensive income, if the derivatives are effective
and until we recognize the hedged asset or liability in net income.
Defined Benefit Pension Plans
Our defined benefit pension plan obligation is actuarially determined at
the end of the year, and we recognize remeasurements in other
comprehensive income and retained earnings.
120 ROGERS COMMUNICATIONS INC. 2013 ANNUAL REPORT