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
2023
2022
Number of Shares
Number of Shares
Amount
Amount
Preferred Shares - Series 5 Outstanding at beginning and end of year Preferred Shares - Series 9 Outstanding at beginning and end of year
5,000,000
$
125,000
5,000,000 $
125,000
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 and end of year
175,000
175,000
175,000
175,000
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
94,326,112
956,061
89,390,335
809,435 141,098
Issued under at-the-market common equity distribution program
1,834,595
44,998
4,725,271
Issued under dividend reinvestment plan
258,122
6,492
164,251
5,005
Issued on exercise or exchange of options (3)
15,205
432
46,255
523
Outstanding at End of Year – Common Shares
96,434,034
1,007,983
94,326,112
956,061
Total
$
1,582,983
$
1,531,061
(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 non-cash 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 The current ATM program was established on June 1, 2022, under a prospectus supplement to the CWB short-form base shelf prospectus, and expires July 1, 2024. The ATM program allows us to incrementally issue up to $150 million worth of common shares, at our discretion, at the prevailing market price. The previous ATM program was effective May 31, 2021 and terminated with the establishment of the current ATM program.
2023
2022
Common shares issued (1)
1,834,595
4,725,271
Average price per share
$
24.53
$
29.86
Gross proceeds Net proceeds (2)
44,998 44,253
141,098 138,392
(1) During the year ended October 31, 2023, all shares issued were under the new ATM program. For the comparative 2022 periods, shares issued in Q1 and Q2 2022 were under the previous ATM program (2,058,100 shares issued, at average price of $36.46, for gross proceeds of $75,038 and net proceeds of $73,767) and shares issued in Q3 and Q4 2022 were under the current ATM program (2,667,171 shares issued, at average price of $24.77, for gross proceeds of $66,060, and net proceeds of $64,625). (2) Gross proceeds less sales commissions and other issuance costs.
92 | CWB Financial Group 2023 Annual Report
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