The number of shares and the amounts per share are not in thousands.
Authorized senior preference shares
Class A preference shares, Class B preference shares and Class E preference shares rank equally, and in priority to all other classes of preference and common shares.
1,440,000 Class A preference shares, series A, non-cumulative dividend to be determined semi-annually by the Board of Directors subject to a minimum rate of 5% of the redemption value if declared, redeemable at the redemption value of $37.50 per share, with a stated value of $25 per share. Convertible to Class F preference shares, series A. The Company may redeem or purchase at any time, at its option, all or part of the shares for the redemption value in accordance with the terms and conditions set out in the Company’s By-law No. 2.
640,000 Class A preference shares, series B, non-cumulative dividend to be determined semi-annually by the Board of Directors subject to a minimum rate of 5% of the redemption value if declared, redeemable at the redemption value of $100 per share, with a stated value of $100 per share. The Company may redeem or purchase at any time, at its option, all or part of the shares for the redemption value in accordance with the terms and conditions set out in the Company’s By-law No. 2. Unlimited Class B preference shares, non-cumulative dividend to be determined semi-annually by the Board of Directors subject to a
minimum rate of 5% of the redemption value if declared, redeemable at the redemption value of $50 per share, with a stated value of $25 per share. Convertible to Class G preference shares, series A. The Company may redeem or purchase at any time, at its option, all or part of the shares for the redemption value in accordance with the terms and conditions set out in the Company’s By-law No. 2.
Unlimited Class E preference shares, series A, non-cumulative dividend, if declared, payable quarterly, the rate being 5.75% per annum until June 30, 2002. After June 30, 2002, dividends are the greater of 90% of the prime rate or 5.50%. On June 30, 2002 and thereafter on every fifth anniversary, the holder has the right to convert the Class E preference shares, series A preference shares into non-cumulative redeemable Class E preference shares, series B on a share for share basis. On June 30, 2002 and thereafter on every fifth anniversary, the Company may redeem the whole issue at $25 per share. After June 30, 2002 at any date other than the anniversary dates, the Company may redeem the shares in whole or part for $25.50 per share. Unlimited Class E preference shares, series B, issued June 30, 2002 and every fifth year thereafter, only on conversion of Class E
preference shares, series A. Non-cumulative dividend, if declared, payable quarterly. On the twenty-first day prior to June 30, 2002 and every fifth anniversary thereafter, the dividend rate will be set at a minimum of 95% of the Government of Canada yield. On June 30, 2007 and every fifth anniversary, the Company may redeem the whole issue at $25 per share.
Unlimited Class E preference shares, series C, non-cumulative dividend, if declared, payable quarterly, the rate being $0.3125 per share, to yield 5.00% per annum. The initial dividend was declared and paid on September 30, 2007 and amounted to $0.3767 per share. On June 30, 2012 and thereafter, the Company may redeem at any time all or from time to time any part of the outstanding Class E preference shares, series C at the Company’s option, by payment of an amount in cash for each Class E preference shares, series C of $26.00 if redeemed during the 12 months commencing June 30, 2012, $25.75 if redeemed during the 12 months commencing June 20, 2013, $25.50 per share if redeemed during the 12 months
commencing June 30, 2014, $25.25 per share if redeemed during the 12 months commencing June 30, 2015, and $25.00 per share if redeemed on or after June 30, 2016, together in each case with an amount equal to all declared and unpaid
preferential dividends up to but excluding the date fixed for redemption.
Unlimited Class E preference shares, series D, non-cumulative dividend, if declared, payable quarterly, the rate being $1.8125 per share, to yield 7.25% per annum. The initial dividend was declared and paid on September 30, 2009 for $0.6505 per share. On June 30, 2014 and on June 30 every five year thereafter, the dividend rate will reset to be equal to the then current five- year Government of Canada bond yield plus 5.21%. The Class E preference shares, series D were not redeemable prior to June 30, 2014. On June 30, 2014 the Company redeemed all of the Class E preference shares, series D at a cash redemption price per share of $25.00.
Unlimited Class E preference shares, series E, to be issued June 30, 2014 and on June 30 every five years thereafter, only on the conversion of Class E preference shares, series D. Non-cumulative quarterly floating rate dividend, as and when declared, equal to the then current three-month Government of Canada Treasury Bill yield plus 5.21%. The Company may redeem all or part of the outstanding Class E preference shares, series E at its option without the consent of the holder, by the payment of an amount in cash for each Class E preference shares, series E so redeemed of (i) $25.00 per share together with an amount equal to the sum of all declared and unpaid dividends up to, but excluding, the date fixed for redemption in the case of redemptions on June 30, 2019 and on June 30 every fifth year after such date, or (ii) $25.50 per share together with an amount equal to the sum of all declared and unpaid dividends up to, but excluding, the date fixed for redemption in the case of redemptions on any other date after June 30, 2014 that is not a Class E preference shares, series E conversion date.
(Amounts in thousands of Canadian dollars, except for per share amounts and where otherwise noted)
ANNUAL REPORT 2014 85
Authorized junior preference shares
Unlimited Class C, preference shares issuable in series
100,000 Class C preference shares, series A, non-cumulative 6% dividend and a participating dividend up to 5%, each to be determined annually by the Board of Directors with a stated value of $100
Unlimited Class D preference shares, series A, non-cumulative dividend to be determined annually by the Board of Directors, redeemable at $100 per share, with a stated value of $100 per share
Unlimited Class D preference shares, series B, non-cumulative dividend to be determined annually by the Board of Directors, redeemable at $100 per share, with a stated value of $100 per share
Unlimited Class D preference shares, series C, non-cumulative dividend to be determined annually by the Board of Directors, redeemable at $100 per share, with a stated value of $100 per share
Unlimited Class F preference shares, series A, non-cumulative dividend subject to a minimum rate of 5% if declared to be determined annually by the Board of Directors, redeemable at $37.50 per share, with a stated value of $25 per share
Unlimited Class G preference shares, series A, non-cumulative dividend subject to a minimum rate of 5% if declared to be determined annually by the Board of Directors, redeemable at $50 per share, with a stated value of $25 per share
Unlimited Class H, Class I and Class J preference shares, these have been authorized but have been given no attributes and have not yet been issued. The Board of Directors has the right to define the attributes and issue as required
Authorized common shares
Unlimited Common Shares
(Amounts in thousands of Canadian dollars, except for per share amounts and where otherwise noted)
The changes and the number of shares issued and outstanding are as follows:
Redeemed during the
Number of Amount Number of Amount Number of Amount Number of Amount
2014 Shares $ Shares $ Shares $ Shares $
Class A preference shares,
series A 200,725 5,018 - - 10,700 267 190,025 4,751
Class A preference shares,
series B 479,509 47,951 77,811 7,781 40,092 4,009 517,228 51,723
Class B preference shares 466 12 - - 8 - 458 12
Class D preference shares,
series A 13,803 1,380 - - - - 13,803 1,380
Class D preference shares,
series B 42,535 4,254 - - - - 42,535 4,254
Class D preference shares,
series C 43,184 4,318 - - - - 43,184 4,318
Class E preference shares,
series C 4,000,000 100,000 - - - - 4,000,000 100,000
Class E preference shares,
series D 4,600,000 115,000 - - 4,600,000 115,000 - -
Class F preference shares,
series A 488,624 12,216 - - - - 488,624 12,216
Class G preference shares,
series A 14,984 375 - - - - 14,984 375
Common shares 20,442,401 6,076 852,307 42,000 - - 21,294,708 48,076 296,600
49,781 119,276 227,105
Less staff share loan plan 13,977 13,549
282,623
213,556
(Amounts in thousands of Canadian dollars, except for per share amounts and where otherwise noted)
ANNUAL REPORT 2014 87
Number of Amount Number of Amount Number of Amount Number of Amount
2013 Shares $ Shares $ Shares $ Shares $
Class A preference shares,
series A 209,571 5,239 - - 8,846 221 200,725 5,018 Class A preference shares,
series B 435,194 43,520 81,662 8,166 37,347 3,735 479,509 47,951 Class B preference shares 470 12 - - 4 - 466 12 Class D preference shares,
series A 13,803 1,380 - - - - 13,803 1,380 Class D preference shares,
series B 42,535 4,254 - - - - 42,535 4,254 Class D preference shares,
series C 43,184 4,318 - - - - 43,184 4,318 Class E preference shares,
series C 4,000,000 100,000 - - - - 4,000,000 100,000 Class E preference shares,
series D 4,600,000 115,000 - - - - 4,600,000 115,000 Class F preference shares,
series A 488,624 12,216 - - - - 488,624 12,216 Class G preference shares,
series A 14,984 375 - - - - 14,984 375 Common shares 20,352,540 6,076 89,861 - - - 20,442,401 6,076
292,390
8,166 3,956 296,600
Less staff share loan plan 13,636 13,977
278,754
282,623
Redeemed during the
Beginning of year Issued during the year year End of year
The staff share loan plan consists of loans to employees of the Company’s ultimate parent and its subsidiaries for the purchase of the Company’s Class A, Series B preference shares. Loans are offered on an interest free basis to all employees at pre-determined intervals and are repaid through payroll withholdings and dividend payments. Loans are generally settled within ten years and are secured by the preference shares. The carrying value of the preferred shares closely approximates the fair value of the staff share loan plan.
On April 1, 2014, the Company issued 776,627 common shares to its parent for $42,000 related to the acquisition of certain Insurance Corporation of British Columbia Autoplan agency agreements from FAL (note 12).
On June 30, 2014, the Company redeemed 4,600,000 class E preference shares, Series D at a price of $25.00 per share for cash consideration of $115,000.
During 2014, the Company issued 75,680 (2013 – 89,861) common shares with a nominal value (2013 - nominal value) to its parent (note 24).
(Amounts in thousands of Canadian dollars, except for per share amounts and where otherwise noted)
Dividends are as follows:
Declared per Paid per Declared per Paid per
Declared Share Paid share Declared Share Paid share
Dividends $ $ $ $ $ $ $ $ Class A, series A 363 1.88 372 1.88 383 1.88 392 1.88 Class A, series B 2,537 5.00 2,443 5.00 2,351 5.00 2,241 5.00 Class B 1 2.50 1 2.50 1 2.50 1 2.50 Class D, series A 69 5.00 69 5.00 69 5.00 69 5.00 Class D, series B 213 5.00 213 5.00 213 5.00 213 5.00 Class D, series C 216 5.00 216 5.00 216 5.00 216 5.00 Class E, series C 5,000 1.25 5,000 1.25 5,000 1.25 5,000 0.94 Class E, series D 4,169 0.91 4,169 0.91 8,338 1.81 8,338 1.36 Class F, series A 916 1.88 916 1.88 916 1.88 916 1.88 Class G, series A 37 2.50 37 2.50 37 2.50 37 2.50 Common shares - - - - 114,400 5.62 114,400 5.62 13,521 13,436 131,924 131,823 2014 2013