15. CAPITAL STOCK AUTHORIZED
• An unlimited number of common shares without nominal or par value; • 33,964,324 class A shares without nominal or par value; and, • An unlimited number of first preferred shares, without nominal or par value, issuable in series, provided that the maximum aggregate consideration for all outstanding first preferred shares at any time does not exceed $1,000,000.
ISSUED AND FULLY PAID
2022
2021
Number of Shares
Number of Shares
Amount
Amount
Preferred Shares - Series 5 Outstanding at beginning and end of year
5,000,000
$
125,000
5,000,000 $
125,000
Preferred Shares - Series 7 Outstanding at beginning of year
- -
- -
5,600,000
140,000
(5,600,000)
(140,000)
Redeemed
Outstanding at end of year
-
-
-
-
Preferred Shares - Series 9 Outstanding at beginning and end of year
5,000,000
125,000
5,000,000
125,000
Outstanding at End of Year – Preferred Shares
10,000,000
250,000
10,000,000
250,000
Limited Recourse Capital Notes - Series 1 (1) Outstanding at beginning and end of year Limited Recourse Capital Notes - Series 2 (2) Outstanding at beginning of year
175,000
175,000
175,000
175,000
150,000
150,000
-
-
Issued
-
-
150,000
150,000
Outstanding at end of year
150,000
150,000
150,000
150,000
Outstanding at End of Year – Limited Recourse Capital Notes
325,000
325,000
325,000
325,000
Common Shares Outstanding at beginning of year
89,390,335
809,435 141,098
87,099,831
730,846
Issued under at-the-market common equity distribution program
4,725,271
2,052,600
72,969
Issued under dividend reinvestment plan
164,251
5,005
117,000 120,904
4,064 1,556
Issued on exercise or exchange of options (3)
46,255
523
Outstanding at End of Year – Common Shares
94,326,112
956,061
89,390,335
809,435
Total
$
1,531,061
$
1,384,435
(1) In connection with the issuance of LRCN Series 1, on October 30, 2020, we issued $175,000 of First Preferred Shares Series 11 at a price of $1,000 per Series 11 Preferred Share. The Series 11 Preferred Shares were issued to a Limited Recourse Trust to be held as trust assets in connection with the LRCN structure. The Series 11 Preferred Shares and corresponding Trust investment are eliminated on consolidation. (2) In connection with the issuance of LRCN Series 2, on March 25, 2021, we issued $150,000 of First Preferred Shares Series 12 at a price of $1,000 per Series 12 Preferred Share. The Series 12 Preferred Shares were issued to a Limited Recourse Trust to be held as trust assets in connection with the LRCN structure. The Series 12 Preferred Shares and corresponding Trust investment are eliminated on consolidation. (3) Represents shares issued and amounts transferred from the share-based payment reserve to share capital upon cashless settlement of options exercised.
We are prohibited by the Bank Act from declaring any dividends on common shares when we are or would be placed, as a result of the declaration, in contravention of the capital adequacy and liquidity regulations or any regulatory directives issued under the Bank Act. This limitation does not restrict the current level of dividends.
A) At-the-market (ATM) Common Equity Distribution Program On June 1, 2022, we established a new ATM program that allows us to incrementally issue up to $150 million worth of common shares, at our discretion, at the prevailing market price. The ATM program was re-established following the termination of our previous ATM program effective May 31, 2021, under a prospectus supplement to the CWB short-form base shelf prospectus, and expires July 1, 2024.
2022
2021
Common shares issued (1)
4,725,271
2,052,600
Average price per share
$
29.86
$
35.55
Gross proceeds Net proceeds (2)
141,098 138,392
72,969 71,353
(1) During the six months ended April 30, 2022, we issued 2,058,100 common shares at an average price of $36.46 per share for gross proceeds of $75,038, or net proceeds of $73,767 after sales commissions and other issuance costs, under our previous ATM program. Subsequent to April 30, 2022, all shares issued were under the new program. (2) Gross proceeds less sales commissions and other issuance costs.
CWB Financial Group 2022 Annual Report | 95
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