Equity and dividends

9 Months Ended

Sep. 30, 2021

Equity and dividends

Equity and dividends

18.    Equity and dividends

Share capital

Common stock

Unlimited number of common shares, without par value.

Preferred stock

Unlimited number of senior preferred shares, without par value, issuable in series.

Unlimited number of junior preferred shares, without par value, issuable in series.

All issued shares are fully paid. No preferred shares have been issued.

Shares issued for business combination

In connection with the acquisition of Rouse, the Company issued 312,193 common shares on December 8, 2020. These shares were issued to certain previous unitholders and employees of Rouse, and their vesting is subject to continuing employment with the Company over a three year period from the acquisition date. The fair value of these common shares was $71.09 based on the fair market value of the Company’s common shares on the date of acquisition. During the first nine months of 2021, 55,510 common shares were forfeited.

At September 30, 2021, the unrecognized share-based continuing employment costs were $9,191,000 (September 30, 2020: $nil), which is expected to be recognized over a weighted average period of 1.5 years. As at September 30, 2021, the number of common shares which had not yet vested was 256,683.

18.    Equity and dividends (continued)

Share repurchase

There were no common shares repurchased during the three months ended September 30, 2021 (three months ended September 30, 2020: nil) and during the nine months ended September 30, 2021 (nine months ended September 30, 2020: 1,525,312 common shares repurchased for $53,170,000).

Change in non-controlling interest

On September 13, 2021, the Company purchased the remaining 25% membership interest in of Xcira, LLC, a Delaware limited liability Company, for a purchase price of $5,555,555. The transaction increased the Company’s ownership interest in Xcira, LLC to 100%.

Dividends

Declared and paid

The Company declared and paid the following dividends during the nine months ended September 30, 2021 and 2020:

		Dividend			Total
	Declaration date	per share		Record date	dividends		Payment date
Nine months ended September 30, 2021:
Fourth quarter 2020	January 22, 2021	$	0.2200	February 12, 2021	$	24,181	March 5, 2021
First quarter 2021	May 7, 2021		0.2200	May 26, 2021		24,279	June 16, 2021
Second quarter 2021	August 4, 2021		0.2500	August 25, 2021		27,607	September 15, 2021
Nine months ended September 30, 2020:
Fourth quarter 2019	January 24, 2020	$	0.2000	February 14, 2020	$	21,905	March 6, 2020
First quarter 2020	May 6, 2020		0.2000	May 27, 2020		21,681	June 17, 2020
Second quarter 2020	August 5, 2020		0.2200	August 26, 2020		24,053	September 16, 2020

Declared and undistributed

Subsequent to September 30, 2021, the Company’s Board of Directors declared a quarterly dividend of $0.25 cents per common share, payable on December 15, 2021 to stockholders of record on November 24, 2021. This dividend payable has not been recognized as a liability in the financial statements. The payment of this dividend will not have any tax consequences for the Company.

Foreign currency translation reserve

Foreign currency translation adjustments within other comprehensive income include intra-entity foreign currency transactions that are of a long-term investment nature, which generated a net loss of $3,331,000 and a net loss of $5,890,000 for the three and nine months ended September 30, 2021 (2020: net gain of $5,634,000 and $3,300,000).