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Share Capital, Option Plans and Share-Based Payments | 6 Months Ended
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Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS | SHARE CAPITAL, OPTION PLANS AND SHARE-BASED PAYMENTS Share Split On December 21, 2016, we announced that our board of directors (the Board) approved a two-for-one share split of our outstanding Common Shares. The two-for-one share split was implemented by way of a share sub-division whereby shareholders of record on the record date received one additional Common Share for each Common Share held. The record date for the share split was January 9, 2017 and the distribution date was January 24, 2017. In connection with the share split, the Company’s articles were amended on December 22, 2016 to change the number of Common Shares, whether issued or unissued, on a two-for-one basis, such that each Common Share became two Common Shares. As a result of the two-for-one share split, all current and historical period per share data, number of Common Shares outstanding and share-based compensation awards are presented on a post share split basis. Cash Dividends For the three and six months ended December 31, 2016, pursuant to the Company’s dividend policy, we declared total non-cumulative dividends of $0.1150 and $0.2300, respectively, per Common Share, on a post share split basis, in the aggregate amount of $27.9 million and $55.7 million, respectively, which we paid during the same period. For the three and six months ended December 31, 2015, pursuant to the Company’s dividend policy, we paid total non-cumulative dividends of $0.1000 and $0.2000, respectively, per Common Share, on a post share split basis, in the aggregate amount of $24.2 million and $47.5 million, respectively. Share Capital Our authorized share capital includes an unlimited number of Common Shares and an unlimited number of Preference Shares. No Preference Shares have been issued. Public Offering of Common Shares On December 19, 2016, we issued 18,500,000 Common Shares in a public offering at $30.50 per share (the Equity Offering), on a post share split basis. Additionally, the underwriters partially exercised their over-allotment option and purchased an additional 1,310,604 shares at $30.50 per share, on a post share split basis. In total, as a result of the Equity Offering and the exercise of the underwriter’s over-allotment option, we issued 19,810,604 Common Shares for total net proceeds of approximately $584.6 million. Total costs associated with the Equity Offering are approximately $19.6 million, of which $18.1 million had been paid as of December 31, 2016. Treasury Stock Repurchase During the three and six months ended December 31, 2016, we did not repurchase any of our Common Shares for potential reissuance under our Long Term Incentive Plans (LTIP) or other plans. During the three and six months ended December 31, 2015, we repurchased 450,000 Common Shares on a post share split basis, in the amount of $10.6 million, for potential reissuance under our LTIP or other plans. Reissuance During the three and six months ended December 31, 2016, we reissued 341,588 and 349,922 Common Shares on a post share split basis, respectively, from treasury stock (three and six months ended December 31, 2015—414,156 Common Shares on a post share split basis, respectively), in connection with the settlement of our LTIP and other awards. Share Repurchase Plan On July 26, 2016, the Board authorized the repurchase of up to $200 million of Common Shares (Share Repurchase Plan), pursuant to a normal course issuer bid. Shares may be repurchased from time to time in the open market, private purchases through forward, derivative, accelerated repurchase or automatic repurchase transactions or otherwise. During the three and six months ended December 31, 2016, we did not repurchase any of our Common Shares under the Share Repurchase Plan. During the three and six months ended December 31, 2015, we repurchased and cancelled 688,872 and 2,952,496 Common Shares on a post share split basis, respectively, for approximately $15.5 million and $65.5 million, respectively, under our previous share repurchase plan. Share-Based Payments Total share-based compensation expense for the periods indicated below is detailed as follows:
| Three Months Ended December 31, |  | Six Months Ended December 31,
| 2016 |  | 2015 |  | 2016 |  | 2015
Stock options | $ | 2,787 |  |  | $ | 3,096 |  |  | $ | 6,675 |  |  | $ | 6,760 |
Performance Share Units (issued under LTIP) | 947 |  |  | 727 |  |  | 1,828 |  |  | 1,347 |
Restricted Share Units (issued under LTIP) | 1,765 |  |  | 1,370 |  |  | 3,367 |  |  | 2,604 |
Restricted Share Units (other) | 743 |  |  | 330 |  |  | 1,495 |  |  | 711 |
Deferred Share Units (directors) | 830 |  |  | 1,058 |  |  | 1,341 |  |  | 1,692 |
Employee Share Purchase Plan | 500 |  |  | — |  |  | 1,006 |  |  | — |
Total share-based compensation expense | $ | 7,572 |  |  | $ | 6,581 |  |  | $ | 15,712 |  |  | $ | 13,114 |
Summary of Outstanding Stock Options On September 23, 2016, at our annual general meeting, our shareholders approved the amendment and restatement of our 2004 Stock Option Plan to reserve an additional 8,000,000 Common Shares, on a post share split basis, for issuance under our 2004 Stock Option Plan. As of December 31, 2016, an aggregate of 9,029,680 options to purchase Common Shares were outstanding on a post share split basis, and an additional 12,621,082 options to purchase Common Shares were available for issuance on a post share split basis, under our stock option plans. Our stock options generally vest over four years and expire between seven and ten years from the date of the grant. Currently we also have options outstanding that vest over five years, as well as options outstanding that vest based on meeting certain market conditions. The exercise price of all our options is set at an amount that is not less than the closing price of our Common Shares on the NASDAQ on the trading day immediately preceding the applicable grant date. A summary of activity under our stock option plans, on a post share split basis, for the six months ended December 31, 2016 is as follows:
| Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value ($’000s)
Outstanding at June 30, 2016 | 8,354,816 |  |  | $ | 21.94 |  |  |  |  |
Granted | 924,974 |  |  | 29.83 |  |  |  |  |
Exercised | (203,714 | ) |  | 21.89 |  |  |  |  |
Forfeited or expired | (46,396 | ) |  | 20.16 |  |  |  |  |
Outstanding at December 31, 2016 | 9,029,680 |  |  | $ | 22.76 |  |  | 4.32 |  | $ | 73,589 |
Exercisable at December 31, 2016 | 3,580,466 |  |  | $ | 18.57 |  |  | 3.14 |  | $ | 44,188 |
We estimate the fair value of stock options using the Black-Scholes option-pricing model or, where appropriate, the Monte Carlo Valuation Method, consistent with the provisions of ASC Topic 718, "Compensation—Stock Compensation" (Topic 718) and SEC Staff Accounting Bulletin No. 107. The option-pricing models require input of subjective assumptions, including the estimated life of the option and the expected volatility of the underlying stock over the estimated life of the option. We use historical volatility as a basis for projecting the expected volatility of the underlying stock and estimate the expected life of our stock options based upon historical data. We believe that the valuation techniques and the approach utilized to develop the underlying assumptions are appropriate in calculating the fair value of our stock option grants. Estimates of fair value are not intended, however, to predict actual future events or the value ultimately realized by employees who receive equity awards. For the periods indicated, the weighted-average fair value of options and weighted-average assumptions were as follows:
| Three Months Ended December 31, |  | Six Months Ended December 31,
| 2016 |  | 2015 |  | 2016 |  | 2015
Weighted–average fair value of options granted | $ | 6.58 |  |  | $ | 5.38 |  |  | $ | 6.54 |  |  | $ | 5.60 |
Weighted-average assumptions used: |  |  |  |  |  |  |
Expected volatility | 28.53 | % |  | 31.99 | % |  | 29.29 | % |  | 32.58 | %
Risk–free interest rate | 1.22 | % |  | 1.35 | % |  | 1.06 | % |  | 1.47 | %
Expected dividend yield | 1.43 | % |  | 1.70 | % |  | 1.45 | % |  | 1.64 | %
Expected life (in years) | 4.34 |  |  | 4.33 |  |  | 4.33 |  |  | 4.33 |
Forfeiture rate (based on historical rates) | 5 | % |  | 5 | % |  | 5 | % |  | 5 | %
Average exercise share price | $ | 30.37 |  |  | $ | 22.68 |  |  | $ | 29.83 |  |  | $ | 22.85 |
As of December 31, 2016, the total compensation cost related to the unvested stock option awards not yet recognized was approximately $21.6 million, which will be recognized over a weighted-average period of approximately 2.2 years. No cash was used by us to settle equity instruments granted under share-based compensation arrangements in any of the periods presented. We have not capitalized any share-based compensation costs as part of the cost of an asset in any of the periods presented. For the three and six months ended December 31, 2016, cash in the amount of $2.1 million and $4.5 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and six months ended December 31, 2016 from the exercise of options eligible for a tax deduction was $0.3 million and $0.4 million, respectively. For the three and six months ended December 31, 2015, cash in the amount of $2.0 million and $6.3 million, respectively, was received as the result of the exercise of options granted under share-based payment arrangements. The tax benefit realized by us during the three and six months ended December 31, 2015 from the exercise of options eligible for a tax deduction was nil and $0.2 million, respectively. Long-Term Incentive Plans We incentivize our executive officers, in part, with long term compensation pursuant to our LTIP. The LTIP is a rolling three year program that grants eligible employees a certain number of target Performance Share Units (PSUs) and/or Restricted Share Units (RSUs). Target PSUs become vested upon the achievement of certain financial and/or operational performance criteria (the Performance Conditions) that are determined at the time of the grant. Target RSUs become vested when an eligible employee remains employed throughout the vesting period. LTIP grants that have recently vested, or have yet to vest, are described below. LTIP grants will be referred to in this Quarterly Report on Form 10-Q based upon the year in which the grants are expected to vest. Fiscal 2016 LTIP Grants made in Fiscal 2014 under the LTIP (collectively referred to as Fiscal 2016 LTIP) consisting of PSUs and RSUs, took effect in Fiscal 2014 starting on November 1, 2013. We settled the Fiscal 2016 LTIP by issuing 339,922 Common Shares, on a post share split basis, from our treasury stock during the three months ended December 31, 2016, with a cost of $4.4 million. Fiscal 2017 LTIP Grants made in Fiscal 2015 under the LTIP (collectively referred to as Fiscal 2017 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2015 starting on September 4, 2014. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2017 LTIP. We expect to settle the Fiscal 2017 LTIP awards in stock. Fiscal 2018 LTIP Grants made in Fiscal 2016 under the LTIP (collectively referred to as Fiscal 2018 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2016 starting on August 23, 2015. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2018 LTIP. We expect to settle the Fiscal 2018 LTIP awards in stock. Fiscal 2019 LTIP Grants made in Fiscal 2017 under the LTIP (collectively referred to as Fiscal 2019 LTIP), consisting of PSUs and RSUs, took effect in Fiscal 2017 starting on August 14, 2016. The Performance Conditions for vesting of the PSUs are based solely upon market conditions. The RSUs are employee service-based awards and vest over the life of the Fiscal 2019 LTIP. We expect to settle the Fiscal 2019 LTIP awards in stock. PSUs and RSUs granted under the LTIPs have been measured at fair value as of the effective date, consistent with Topic 718, and will be charged to share-based compensation expense over the remaining life of the plan. Stock options granted under the LTIPs have been measured using the Black-Scholes option-pricing model, consistent with Topic 718. We estimate the fair value of PSUs using the Monte Carlo pricing model and RSUs have been valued based upon their grant date fair value. As of December 31, 2016, the total expected compensation cost related to the unvested LTIP awards not yet recognized was $19.0 million, which is expected to be recognized over a weighted average period of 2.1 years. Restricted Share Units (RSUs) During the three and six months ended December 31, 2016, we granted nil and 7,800 RSUs on a post share split basis, respectively, to employees in accordance with employment and other agreements (three and six months ended December 31, 2015—nil). The RSUs vest over a specified contract date, typically three years from the respective date of grants. We expect to settle the awards in stock. During the three and six months ended December 31, 2016, we issued 1,666 and 10,000 Common Shares on a post share split basis, respectively, from our treasury stock, with a cost of $20.5 thousand and $0.1 million, respectively, in connection with the settlement of vested RSUs (three and six months ended December 31, 2015—10,000 Common Shares on a post share split basis, with a cost of $0.1 million, respectively). Deferred Stock Units (DSUs) During the three and six months ended December 31, 2016, we granted 73,254 and 75,696 DSUs on a post share split basis, respectively, to certain non-employee directors (three and six months ended December 31, 2015—105,634 and 106,746, on a post share split basis, respectively). The DSUs were issued under our Deferred Share Unit Plan. DSUs granted as compensation for directors fees vest immediately, whereas all other DSUs granted vest at our next annual general meeting following the granting of the DSUs. No DSUs are payable by us until the director ceases to be a member of the Board. Employee Share Purchase Plan (ESPP) Beginning January 1, 2016, our ESPP offers employees a purchase price discount of 15%. Any Common Shares that were issued under the ESPP prior to January 1, 2016 were issued at a purchase price discount of 5%. During the three and six months ended December 31, 2016, 116,224 and 219,856 Common Shares on a post share split basis, respectively, were eligible for issuance to employees enrolled in the ESPP. During the three and six months ended December 31, 2016, cash in the amount of approximately $3.3 million and $6.2 million, respectively, was received from employees relating to the ESPP (three and six months ended December 31, 2015—$0.7 million and $1.7 million, respectively).

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- Definition The entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income, and compensation-related costs for equity-based compensation. Includes, but is not limited to, disclosure of policies, compensation plan details, equity-based arrangements to obtain goods and services, deferred compensation arrangements, and employee stock purchase plan details. + References No definition available. + Details
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