Temporary Equity, Equity and Dividends

3 Months Ended

Mar. 31, 2024

Temporary Equity, Equity and Dividends

Temporary Equity, Equity and Dividends

15. Temporary Equity, Equity and Dividends

Share Capital

Common Stock

Unlimited number of common shares, without par value.

Preferred Stock

Unlimited number of preferred shares designated as Senior Preferred Shares, issuable in series, of which 485,000,000 are designated as Series A Senior Preferred Shares, and an unlimited number of preferred shares designated as Junior Preferred shares, issuable in series. All issued shares are fully paid.

The Series A Senior Preferred Shares are convertible into common stock and were issued at an initial conversion price of $73.00 per share, which is subject to customary anti-dilution adjustment provisions and which is $71.58 per share as of March 31, 2024. The Series A Senior Preferred Shares carry an initial 5.5% preferred dividend, which is payable quarterly, in cash or in shares at the Company's option (“Preferential Dividends”), and are entitled to participate on an as-converted basis in the Company's regular quarterly common share dividends, subject to a $0.27 per share per quarter floor (“Participating Dividends”).

Upon consummation of one or more specified change of control transactions, the holders will have the right to require the Company to repurchase the Series A Senior Preferred Shares in cash provided, however, that each holder, at its option, may elect instead to convert its Series A Senior Preferred Shares into the applicable change of control consideration. In addition, the Company has the right to redeem the Series A Senior Preferred Shares in the event of a change of control transaction where the successor entity is not traded on certain eligible markets. The possible future redemption of the Series A Senior Preferred Shares as a result of a change in control has been assessed as not probable at March 31, 2024.

Holders of the Series A Senior Preferred Shares are entitled to vote together with the common shares on an as-converted basis on all matters permitted by applicable law, subject to certain exceptions to enable compliance with applicable antitrust law.

Redeemable Non-controlling Interest

Redeemable non-controlling interest relates to a put/call agreement with one of the minority unitholders of VeriTread under which the holder can put its remaining 21% interest in VeriTread to the Company if certain performance targets are met. At March 31, 2024 the Company assessed that redemption of the redeemable non-controlling interest remains probable and that there has been no material change to the estimated redemption value.

Dividends

Declared and Paid

The Company declared and paid the following dividends to common stockholders during the three months ended March 31, 2024 and 2023:

Common Stock

	Declaration date	Dividend per share		Record date	Total dividends		Payment date
Three months ended March 31, 2024:
Fourth quarter 2023	January 19, 2024	$	0.27	February 9, 2024	$	49.3	March 1, 2024
Three months ended March 31, 2023:
Special Dividend	March 6, 2023	$	1.08	March 17, 2023	$	120.4	March 28, 2023
Fourth quarter 2022	January 13, 2023	$	0.27	February 10, 2023	$	30.0	March 3, 2023

Preferred Stock

During the three months ended March 31, 2024, the Company recorded Preferential Dividends of $6.7 million to the holders of the Series A Senior Preferred Shares (three months ended March 31, 2023: $4.3 million). At March 31, 2024, of the $6.7 million, $5.6 million has been paid and $1.1 million is accrued and unpaid.

During the three months ended March 31, 2024, the Company recorded and paid Participating Dividends of $1.8 million to the holders of the Series A Senior Preferred Shares (three months ended March 31, 2023: $1.8 million).

Declared and Undistributed

Subsequent to March 31, 2024, the Company’s Board of Directors declared a quarterly dividend of $0.27 cents per common share, payable on June 20, 2024 to common stockholders of record on May 29, 2024.

Foreign Currency Translation Reserve

Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature, which generated net loss of $4.3 million, for the three months ended March 31, 2024 (three months ended March 31, 2023: net income of $1.3 million).