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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Years ended December 31, 2005 and 2004 (in thousands of dollars, except per share amounts)
16. SHAREHOLDERS’ EQUITY:
The authorized capital of the Company consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series.
Each common share of the Company entitles its holder to one vote at all meetings of shareholders subject to certain restrictions with respect to the voting rights and the transferability of the shares. No person or combination of persons acting jointly or in concert is permitted to beneficially own or exercise control or direction over more than 10% of any class or series of voting shares of the Company without the prior approval of the Ontario Securities Commission.
Each common share of the Company is also entitled to receive dividends if, as and when declared by the Board of Directors of the Company. All dividends that the Board of Directors of the Company may declare and pay will be declared and paid in equal amounts per share on all common shares, subject to the rights of holders of the preference shares. Holders of common shares will participate in any distribution of the net assets of the Company upon liquidation, dissolution or winding-up on an equal basis per share, but subject to the rights of the holders of the preference shares.
There are no pre-emptive, redemption, purchase or conversion rights attaching to the common shares, except for the compulsory sale of shares or redemption provision described in connection with enforcing the restriction on ownership of voting shares of the Company.
Details of capital transactions are as follows:
|
|
|
Common
shares
Number
|
Share
capital
|
Deficit
|
Share
option
plan
|
Total shareholders' equity
|
|
| Balance, December 31, 2003 |
67,500,182
|
$ 372,004
|
$ (277,119)
|
$ 1,018
|
$ 95,903
|
| Net income 2004 |
–
|
–
|
68,490
|
–
|
68,490
|
| Dividends |
–
|
–
|
(39,282)
|
–
|
(39,282)
|
| Exercised options |
280,400
|
3,761
|
–
|
–
|
3,761
|
| Share option costs |
–
|
–
|
–
|
644
|
644
|
|
| Balance, December 31, 2004 |
67,780,582
|
375,765
|
(247,911)
|
1,662
|
129,516
|
|
| Net income 2005 |
–
|
–
|
103,353
|
–
|
103,353
|
| Dividends |
–
|
–
|
(61,241)
|
–
|
(61,241)
|
| Exercised options |
312,436
|
5,160
|
–
|
–
|
5,160
|
| Share option costs |
–
|
–
|
–
|
1,007
|
1,007
|
|
| Balance, December 31, 2005 |
68,093,018
|
$ 380,925
|
$ (205,799)
|
$ 2,669
|
$ 177,795
|
|
As a result of legislation passed by the Ontario Legislature on December 14, 1999, effective April 3, 2000, Toronto Stock Exchange continued from a not-for-profit corporation to a for-profit taxable business corporation, The Toronto Stock Exchange Inc. (subsequently renamed TSX Inc.). At the time of the continuance, any accumulated excess in revenue over expenses was internally restricted as it was not intended that any part of the surplus be distributed to shareholders. As at December 31, 2005, the Company determined this amount to be $63,407 (2004 - $64,511).
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