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Equity and Dividends
 12 Months Ended
Dec. 31, 2022
Equity and Dividends  
Equity and Dividends

24.   Equity and Dividends

Share Capital

Common Stock

Unlimited number of common shares, without par value.

Preferred Stock

Unlimited number of senior preferred shares and junior preferred shares, without par value, issuable in series.

All issued shares are fully paid.

No preferred shares have been issued at December 31, 2022. In January 2023, the Company entered into a securities purchase agreement with Starboard Value LP and certain of its affiliates (together, "Starboard") pursuant to which Starboard made a $485 million convertible preferred equity and a $15 million common share investment in the Company. The newly issued senior preferred shares are convertible into common shares at an initial conversion price of $73.00 per share. The preferred shares carry an initial 5.5% preferred dividend, which is payable quarterly, in cash or in shares at the Company's option, and are entitled to participate on an as-converted basis in the Company's common share dividends, subject to a $0.27 per share per quarter floor. If the IAA Acquisition is terminated, the Company has the right to redeem the preferred shares at a redemption price of 102% of par plus accrued and unpaid dividends.

​

Shares Issued for Business Combinations

The Company has issued the following common shares in connection with the acquisitions of Rouse and SmartEquip. These shares were issued to certain previous unitholders and shareholders of Rouse and SmartEquip, based on the fair market value of the Company’s common shares at the acquisition date. The Company records share-based continuing employment costs in acquisition-related costs over the vesting period, with an increase to additional paid-in capital. The vesting of shares issued for business combinations is subject to continuing employment with the Company over various dates over a three year period from their respective acquisition dates. As and when the common shares vest, the Company will recognize the fair value of the issued common shares from additional paid-in capital to share capital.

Shares issuance for business combination activity is presented below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Rouse

​

SmartEquip

​

Total

​

​

​

​

​

​

​

​

​

​

 

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average

​

Common

​

Fair value

​

Common

​

Fair value

 

Common

​

fair value

​

shares 

​

per common

​

shares 

​

per common

 

shares 

​

per common

​

issued

  

shares

  

issued

  

shares

 

issued

  

shares

Outstanding, December 31, 2019

—

​

$

—

​

—

​

$

—

​

—

​

$

—

Granted

312,193

​

 

71.09

​

—

​

 

—

​

312,193

​

 

71.09

Forfeited

—

​

 

—

​

—

​

 

—

​

—

​

 

—

Outstanding, December 31, 2020

312,193

​

$

71.09

​

—

​

$

—

​

312,193

​

$

71.09

Granted

—

​

​

—

​

63,971

​

​

68.39

​

63,971

​

​

68.39

Vested

(67,018)

​

​

71.09

​

—

​

​

—

​

(67,018)

​

​

71.09

Forfeited

(55,510)

​

​

71.09

​

—

​

​

—

​

(55,510)

​

​

71.09

Outstanding, December 31, 2021

189,665

​

$

71.09

​

63,971

​

$

68.39

​

253,636

​

$

70.41

Granted

—

​

​

—

​

—

​

​

—

​

—

​

​

—

Vested

(104,105)

​

​

71.09

​

(21,325)

​

​

68.39

​

(125,430)

​

​

70.63

Forfeited

—

​

​

—

​

—

​

​

—

​

—

​

​

—

Outstanding, December 31, 2022

85,560

​

$

71.09

​

42,646

​

$

68.39

​

128,206

​

$

70.19

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

24.   Equity and Dividends (continued)

Share Capital (continued)

Shares Issued for Business Combinations (continued)

In 2022, the Company recognized $8.6 million (2021: $4.8 million) of share capital from additional paid-in capital for the portion of common shares previously issued in connection with the acquisitions of Rouse and SmartEquip that have vested as of December 31, 2022.

At December 31, 2022, the unrecognized share-based continuing employment costs was $3.2 million (2021: $10.7 million), which is expected to be recognized over a weighted average period of 1.1 years.

Share Repurchase

There were no common shares repurchased during the year ended December 31, 2022. There were no common shares repurchased in the year ended December 2021 and 1,525,312 common shares repurchased for $53.2 million in the year ended December 2020.

Change in Non-controlling Interests

​

On September 13, 2021, the Company purchased the remaining 25% membership interest of Xcira, LLC, a Delaware limited liability Company, for a purchase price of $5.6 million. The transaction increased the Company’s ownership interest in Xcira, LLC to 100%.

​

Dividends

In January 2023, the Company announced that it expects its Board of Directors to approve the issuance of a one-time special dividend to the Company’s shareholders in the amount of $1.08 per common share, which will be payable to holders of record as of a pre-closing record date of the proposed IAA acquisition to be determined with the consent of the TSX and contingent on the closing of the proposed IAA acquisition (Note 4).

​

Declared and Paid

The Company declared and paid the following dividends during the years ended December 31, 2022, 2021, and 2020:

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

Dividend 

    

​

    

Total 

    

​

​

​

Declaration date

​

per share

​

Record date

​

dividends

​

Payment date

Year ended December 31, 2022:

​

​

​

​

​

​

​

​

​

​

​

​

Fourth quarter 2021

​

January 21, 2022

​

$

0.2500

​

February 11, 2022

​

$

27,659

​

March 4, 2022

First quarter 2022

​

May 6, 2022

​

​

0.2500

​

May 27, 2022

​

​

27,693

​

June 17, 2022

Second quarter 2022

​

August 3, 2022

​

​

0.2700

​

August 24, 2022

​

​

29,932

​

September 14, 2022

Third quarter 2022

​

November 2, 2022

​

​

0.2700

​

November 23, 2022

​

​

29,935

​

December 14, 2022

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31, 2021:

​

  

​

 

  

​

  

​

 

  

​

  

Fourth quarter 2020

​

January 22, 2021

​

$

0.2200

​

February 12, 2021

​

$

24,181

​

March 5, 2021

First quarter 2021

​

May 7, 2021

​

​

0.2200

​

May 26, 2021

​

​

24,279

​

June 16, 2021

Second quarter 2021

​

August 4, 2021

​

​

0.2500

​

August 25, 2021

​

​

27,607

​

September 15, 2021

Third quarter 2021

​

November 3, 2021

​

​

0.2500

​

November 24, 2021

​

​

27,652

​

December 15, 2021

​

​

​

​

​

​

​

​

​

​

​

​

​

Year ended December 31, 2020:

​

  

​

 

  

​

  

​

 

  

​

  

Fourth quarter 2019

​

January 24, 2020

​

$

0.2000

​

February 14, 2020

​

$

21,905

​

March 6, 2020

First quarter of 2020

​

May 6, 2020

​

 

0.2000

​

May 27, 2020

​

 

21,681

​

June 17, 2020

Second quarter of 2020

​

August 5, 2020

​

 

0.2200

​

August 26, 2020

​

 

24,053

​

September 16, 2020

Third quarter 2020

​

November 4, 2020

​

 

0.2200

​

November 25, 2020

​

 

24,098

​

December 16, 2020

​

24.   Equity and Dividends (continued)

Dividends (continued)

Declared and Undistributed

In addition to the above dividends, since the end of the year the Directors have recommended the payment of a final dividend of $0.27 per common share, accumulating to a total dividend of $27.8 million. The aggregate amount of the proposed final dividend is expected to be paid out of retained earnings on March 3, 2023 to stockholders of record on February 10, 2023. This dividend has not been recognized as a liability in the financial statements. The payment of this dividend will not have a tax consequence for the Company.

​

Foreign Currency Translation Reserve

Foreign currency translation adjustment includes intra-entity foreign currency transactions that are of a long-term investment nature, which generated net loss of $10.5 million for 2022 (2021: net loss of $8.8 million; 2020: net gain of $10.8 million).