The Multiple Voting Shares and Subordinate Voting Shares have identical attributes except that the Multiple Voting Shares entitle the holder to ten votes per share and the Subordinate Voting Shares entitle the holder to one vote per share. Each Multiple Voting Share is convertible at any time, at the holder's option, into one fully paid and non-assessable Subordinate Voting Share. The Multiple Voting Shares are subject to provisions whereby, if a triggering event occurs, then each Multiple Voting Share is converted into one fully paid and non-assessable Subordinate Voting Share. A triggering event may occur if, among other things, Mr. Jeffrey Wortsman, President and Chief Executive Officer: (i) dies; (ii) ceases to be a Senior Officer of the Company; (iii) ceases to own 5% or more of the aggregate number of Multiple Voting Shares and Subordinate Voting Shares outstanding; or (iv) owns less than 918,247 Multiple Voting Shares and Subordinate Voting Shares combined.
(c) Earnings per share
Basic and diluted per share amounts are based on the following weighted average number of shares outstanding:
13 Weeks Ended 26 Weeks Ended -------------------------------------------------------- December 29, December 24, December 29, December 24, 2012 2011 2012 2011 --------------------------------------------------------Weighted average number of shares for basic earnings per share calculations 4,370,014 4,629,878 4,508,458 4,643,017Effect of dilutive options outstanding 155,030 147,773 146,731 153,655 --------------------------------------------------------Weighted average number of shares for diluted earnings per share calculations 4,525,044 4,777,651 4,655,189 4,796,672 -------------------------------------------------------- --------------------------------------------------------
The computation of dilutive options outstanding only includes those options having exercise prices below the average market price of Subordinate Voting Shares on the TSX during the relevant period. No options were excluded as at December 29, 2012 and 62,000 options were excluded as at December 24, 2011.
(d) Substantial Issuer Bid and Normal Course Issuer Bid
On October 24, 2012, the Company commenced a substantial issuer bid ("SIB" or the "Offer") by filing and mailing a formal offer to purchase and accompanying circular dated October 23, 2012, pursuant to which the Company offered to purchase for cancellation up to $10 million in value of its Subordinate Voting Shares from shareholders by way of a "modified Dutch Auction" at a range of Offer prices between $12.55 and $13.30 per share. The minimum and maximum Offer prices corresponded with the fair market range of values per Subordinate Voting Share determined, as of October 23, 2012, by Deloitte and Touche LLP, the independent valuator engaged by a Special Committee of independent directors of the Board of Directors to prepare a formal valuation of the Subordinate Voting Shares. The Offer expired on November 28, 2012 and a total of 1,748,470 Subordinate Voting Shares were validly deposited and not withdrawn under the Offer. Pursuant to the terms of the Offer, the Company determined the purchase price to be $12.70 per share. As the aggregate value of Subordinate Voting Shares deposited under the Offer at or below the purchase price of $12.70 per share exceeded the $10 million maximum value of consideration payable by the Company pursuant to the Offer, a pro-ration factor of 0.9852 was applied to deposited Subordinate Voting Shares (except for odd lot deposits, which were not subject to pro-ration), and the Company repurchased for cancellation 787,401 Subordinate Voting Shares at a price of $12.70 per share.
