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Common Shares
12 Months Ended
Dec. 31, 2012
Common Shares  
Common Shares

Note 14 Common Shares

 

Our authorized share capital consists of 800 million common shares, par value $.001 per share, and 25 million preferred shares, par value $.001 per share. Common shares issued were 318,813,500 and 317,042,324 at $.001 par value as of December 31, 2012 and 2011, respectively. No preferred shares have been issued.  The preferred stock is issuable in one or more classes or series, full, limited or no voting rights, designations, preferences, special rights, qualifications, limitations and restrictions as may be determined by Nabors Industries Ltd.’s board.

 

From time to time, treasury shares may be reissued.  When shares are reissued, we use the weighted-average-cost method for determining cost.  The difference between the cost of the shares and the issuance price is added to or deducted from our capital in excess of par value account.  No shares have been purchased during 2012, 2011 and 2010.

 

During 2012, 2011 and 2010 our outstanding shares increased by 807,142, 82,138 and 136,818 shares, respectively, pursuant to a share settlement of stock options exercised by our key officers, directors and employees.  As part of these transactions, these individuals surrendered unexercised vested stock options to the Company with a value of approximately $79.6 million, $7.6 million and $77.0 million, respectively, to satisfy the option exercise price and related income taxes for 2012, 2011 and 2010.

 

In 2012, 2011 and 2010, the Compensation Committee of our Board of Directors granted restricted stock awards to some of our executive officers, other key employees, and independent directors.  We awarded 944,015, 1,096,379 and 538,496 restricted shares at an average market price of $20.69, $27.32 and $22.15 to these individuals for 2012, 2011 and 2010, respectively. See Note 8 — Share-Based Compensation for a summary of our restricted stock and option awards as of December 31, 2012.

 

During 2012, 2011 and 2010 our employees exercised vested options to acquire 1.1 million, 1.1 million and .7 million of our common shares, respectively.  During 2012, we received $17.4 million relating to exercised vested options, and we used approximately $21 million to repurchase surrendered unexercised vested options and to satisfy related tax withholding obligations pursuant to these stock option share settlements and exercises by our employees. During 2011 and 2010, we received net proceeds of $11.6 million and $8.2 million, respectively, relating to exercised vested options.

 

Shareholder Rights Plan

 

On July 16, 2012, the Board of Directors declared the issuance of one preferred share purchase right (a “Right”) for each Common Share issued and outstanding on July 27, 2012 (the “Record Date”) to the shareholders of record on that date.  Each Right entitles the registered holder to purchase from the Company one one-thousandth of a Series A Junior Participating Preferred Share, par value US$0.001 per share (the “Preferred Shares”), of the Company, at a price of $70.00 per one one-thousandth of a Preferred Share (the “Purchase Price”), subject to adjustment.

 

Until the Distribution Date, the Rights will be evidenced, with respect to any Common Share certificates issued and outstanding as of the Record Date, by such Common Share certificate together with a copy of a summary of rights. The Distribution Date is defined as the earlier to occur of:

 

(i)             10 days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has acquired beneficial ownership (including derivative positions) of 10% or more of the issued and outstanding Common Shares (or, in the event an exchange is effected in accordance with Section 24 of the Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement); or

 

(ii)          10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the issued and outstanding Common Shares.

 

The Rights are not exercisable until the Distribution Date. The Rights will expire on July 16, 2013 (the “Final Expiration Date”), unless the Final Expiration Date is extended or the Rights are earlier redeemed by the Company, in each case.