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Shareholders' Equity
12 Months Ended
Dec. 31, 2018
Shareholders’ Equity  
Shareholders’ Equity

Note 13 Shareholders’ Equity

 

Common shares

 

Our authorized share capital consists of 825,000,000 shares of which 800,000,000 are common shares, par value $0.001 per share, and 25,000,000 are preferred shares, par value $0.001 per share. The preferred shares are 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.

 

In May 2018, we issued 35,000,000 of our common shares at a price to the public of $7.75 per share. In connection with this offering, in June 2018 the underwriters exercised in full their option to purchase 5,250,000 additional common shares. Nabors received aggregate net proceeds of approximately $301.4 million after deducting underwriting discounts, commissions and offering expenses.

 

During 2017, with approval of the Board, we repurchased 3.1 million of our common shares in the open market for $18.1 million, all of which are held by our subsidiaries, and which are accounted for as treasury shares.

 

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 2018,  2017 or 2016.

 

In 2018,  2017 and 2016, the Compensation Committee of our Board granted restricted share awards to some of our executive officers, other key employees, and independent directors. We awarded 4,460,592,  1,989,915, and 3,919,696 restricted shares at an average market price of $6.40,  $13.08 and $9.85 to these individuals for 2018,  2017 and 2016, respectively. See Note 7—Share-Based Compensation for a summary of our restricted stock and option awards as of December 31, 2018.

 

On February 23, 2018, a cash dividend of $0.06 per share was declared for shareholders of record on March 13, 2018. The dividend was paid on April 3, 2018 in the amount of $19.1 million. On April 20, 2018, a cash dividend of $0.06 per common share was declared for shareholders of record on June 12, 2018. The dividend was paid on July 3, 2018 in the amount of $21.5 million.  On July 27, 2018, a cash dividend of $0.06 per common share was declared for shareholders of record on September 11, 2018. The dividend was paid on October 2, 2018 in the amount of $21.4 million. On November 6, 2018, a cash dividend of $0.06 per common share was declared for shareholders of record on December 13, 2018. The dividend was paid on January 3, 2019 in the amount of $21.0 million. These dividends were charged to retained earnings in our consolidated statement of changes in equity for the year ended December 31, 2018.

 

On February 22, 2019, a cash dividend of $0.01 per share was declared for shareholders of record on March 12, 2019 and will be paid on April 2, 2019.

 

Convertible Preferred Shares

 

In May 2018, we issued 5,750,000 (including the underwriters option for 750,000) of our 6% Series A Mandatory Convertible Preferred Shares (the “mandatory convertible preferred shares”), par value $.001 per share, with a liquidation preference of $50 per share. Nabors received aggregate net proceeds of approximately $277.9 million after deducting underwriting discounts, commissions and offering expenses.

 

The dividends on the mandatory convertible preferred shares are payable on a cumulative basis at a rate of 6% annually on the initial liquidation preference of $50 per share. Dividends accumulate and are paid quarterly to the extent that we have available funds and our Board of Directors declares a dividend payable. We may elect to pay any accumulated and unpaid dividends in cash or common shares or any combination thereof. At issuance, each mandatory convertible preferred share was automatically convertible into between 5.3763 and 6.4516 of our common shares based on the average share price over a period of twenty consecutive trading days ending prior to May 1, 2021, subject to anti-dilution adjustments. As a result of the dividends paid on our common shares since the offering, the conversion rate for each mandatory convertible preferred share has been adjusted to between 5.5775 and 6.6931 of our common shares. At any time prior to May 1, 2021, a holder of mandatory convertible preferred shares may convert such mandatory convertible preferred shares into our common shares at the minimum conversion rate, subject to adjustment.

 

On June 6, 2018, a cash dividend of $0.64 per mandatory convertible preferred share was declared for shareholders of record on July 13, 2018. The dividend was paid on August 1, 2018 in the amount of $3.7 million. On July 27, 2018, a cash dividend of $0.75 per mandatory convertible preferred share was declared for shareholders of record on October 15, 2018. The dividend was paid on November 1, 2018 in the amount of $4.3 million. On November 6, 2018, a cash dividend of $0.75 per mandatory convertible preferred share was declared for shareholders of record on January 15, 2019. The dividend was paid on February 1, 2019 in the amount of $4.3 million. These dividends were charged to retained earnings in our consolidated statement of changes in equity for the year ended December 31, 2018.

 

On February 22, 2019, a cash dividend of $0.75 per mandatory convertible preferred share was declared for shareholders of record on April 15, 2019 and will be paid on May 1, 2019.

 

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. On July 16, 2016, the Rights expired.