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Interest expense includes interest on debt initially incurred for a term greater than one year of $8,425 (2011 - $8,436).
10.SHARE CAPITAL
Authorized
The Company is authorized to issue an unlimited number of common shares (no par value) and preferred shares. No preferred shares have been issued.
Issued
The changes in the common shares issued and outstanding during the year were as follows:
2012 2011 Number of Common Number of Common Common Share Common Share Shares Capital Shares Capital----------------------------------------------------------------------------Balance, beginning of year 76,629,777 $ 265,436 77,149,626 $ 469,080Exercise of stock options 443,920 7,794 200,155 4,141Purchase of shares for cancellation (666,039) (2,330) (720,004) (2,467)Enerflex spinoff - - - (205,318)----------------------------------------------------------------------------Balance, end of year 76,407,658 $ 270,900 76,629,777 $ 265,436--------------------------------------------------------------------------------------------------------------------------------------------------------
Shareholder Rights Plan
The Shareholder Rights Plan is designed to encourage the fair treatment of shareholders in connection with any takeover offer for the Company. Rights issued under the plan become exercisable when a person, and any related parties, acquires or commences a take-over bid to acquire 20% or more of the Company's outstanding common shares without complying with certain provisions set out in the plan or without approval of the Company's Board of Directors. Should such an acquisition occur, each rights holder, other than the acquiring person and related parties, will have the right to purchase common shares of the Company at a 50% discount to the market price at that time. The plan expires in April 2015.
Normal Course Issuer Bid ("NCIB")
Toromont renewed its NCIB program in 2012. The current issuer bid allows the Company to purchase up to approximately 6.4 million of its common shares in the 12-month period ending August 30, 2013, representing 10% of common shares in the public float, as estimated at the time of renewal. The actual number of shares purchased and the timing of any such purchases will be determined by Toromont. All shares purchased under the bid will be cancelled.
In the year ended December 31, 2012, the Company purchased and cancelled 666,039 common shares for $14,137 (average cost of $21.23 per share) under its NCIB program. In the year ended December 31, 2011, the Company purchased and cancelled 720,004 common shares for $12,213 (average cost of $16.96 per share) under its NCIB program.
Dividends
The Company paid dividends of $36.0 million ($0.47 per share) for the year ended December 31, 2012 and $40.9 million ($0.53 per share) for the year ended December 31, 2011.
The dividend was adjusted to $0.10 per share for the post-spinoff dividend paid on July 1, 2011 which, together with the $0.06 dividend subsequently declared by the Enerflex Ltd. Board, kept shareholders whole with the pre-spinoff dividend amount. On August 12, 2011, the Board of Directors increased the quarterly dividend to $0.11 per share and on February 24, 2012, the quarterly dividend was raised to $0.12 per share.
