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Common Shares
12 Months Ended
Dec. 31, 2015
Common Shares.  
Common Shares

Note 13 Common Shares

 

During 2015, with approval of the Board, we repurchased 10.6 million of our common shares in the open market for $99.6 million, all of which are held in treasury.

 

 

During 2014, with approval of the Board, we purchased 10.375 million of our common shares, at $24.10 per share, for a total aggregate amount of approximately $250 million. This purchase was an isolated event and was not part of a broader Board approved repurchase program.

 

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 the 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 reissued during 2015, 2014 or 2013.

 

During 2013, our outstanding shares increased slightly by 1,284 shares pursuant to share settlements. These transactions also included surrendered unexercised vested stock options of a nominal value.

 

In 2015, 2014 and 2013, the Compensation Committee of our Board granted restricted share awards to some of our executive officers, other key employees, and independent directors. We awarded 3,530,033, 1,926,861 and 4,847,376 restricted shares at an average market price of $10.09, $19.53 and $16.28 to these individuals for 2015, 2014 and 2013, respectively. See Note 7—Share-Based Compensation for a summary of our restricted stock and option awards as of December 31, 2015.

 

In 2014, our Board declared cash dividends of $0.04 per outstanding common share, which was paid in March and June. The dividend was increased to $0.06 per share in July 2014 by our Board, and this new amount was paid in September and December 2014 and March, June, September and December 2015. The aggregate amount paid in 2014 for dividends was $59.1 million. The aggregate amount paid in 2015 for dividends was $69.4 million.

 

Shareholder Rights Plan

 

On July 16, 2012, the Board 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. The Rights are not exercisable until the Distribution Date, as defined below. On July 15, 2013, the Rights expiration was extended to July 16, 2016 (the “Final Expiration Date”); the Final Expiration Date may be extended or the Rights earlier redeemed by the Company.

 

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 $80.00 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 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 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.