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Capital Structure
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Capital Structure
Capital Structure
The following table provides a summary of the Company’s authorized and issued share capital as at March 31, 2019 and December 31, 2018:
 
As at March 31, 2019
 
As at December 31, 2018
 
Number
 
$ in
Thousands
 
Number
 
$ in
Thousands
Authorized share capital:
 
 
 
 
 
 
 
Ordinary Shares $0.01 per share (2018: 0.15144558¢ per share)
70,000,000

 
700

 
969,629,030

 
1,469

Non-Voting Shares 0.15144558¢ per share

 

 
6,787,880

 
10

Preference Shares 0.15144558¢ per share
30,000,000

 
45

 
100,000,000

 
152

Total authorized share capital
 
 
745

 
 
 
1,631

Issued share capital:
 
 
 
 
 
 
 
Issued ordinary shares of $0.01 per share (2018: 0.15144558¢ per share)
60,395,839

 
604

 
59,743,156

 
90

Issued 5.95% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share
11,000,000

 
17

 
11,000,000

 
17

Issued 5.625% preference shares of 0.15144558¢ each with a liquidation preference of $25 per share
10,000,000

 
15

 
10,000,000

 
15

Total issued share capital
 
 
636

 
 
 
122


Additional paid-in capital as at March 31, 2019 was $967.8 million (December 31, 2018$967.5 million). Additional paid-in capital includes the aggregate liquidation preferences of the Company’s preference shares of $525.0 million (December 31, 2018 — $525.0 million) less issue costs of $13.1 million (December 31, 2018 — $13.1 million).
Ordinary Shares. The following table summarizes transactions in the Company’s ordinary shares during the three months ended March 31, 2019:
 
Number of Ordinary Shares
Ordinary shares of 0.015144558c per share
 
Ordinary shares in issue as at December 31, 2018
59,743,156

Ordinary shares issued to employees under the 2013 share incentive plan and/or
2008 share purchase plan
144,269

Ordinary shares issued to non-employee directors
6,993

Ordinary shares canceled
(59,894,418
)
Total ordinary shares of 0.015144558c per share in issue

 
 
Ordinary shares of $0.01 per share
 
New ordinary shares issued of $0.01 per share
60,395,839

Ordinary shares in issue as at March 31, 2019
60,395,839


Authorized and Issued Ordinary Shares. The Company did not acquire any ordinary shares for the three months ended March 31, 2019. Pursuant to the Merger Agreement, however, at the effective time of the Merger, each ordinary share of the Company issued and outstanding immediately prior to such time (other than ordinary shares owned by the Company as treasury shares, owned by any subsidiary of the Company or owned by Parent, Merger Sub or any subsidiary thereof) was automatically canceled and converted into the right to receive $42.75 in cash, without interest and less any required tax withholdings. The Company’s ordinary shares ceased trading on the New York Stock Exchange (the “NYSE”) prior to the opening of trading on February 15, 2019.
Pursuant to the terms of the Merger Agreement, the memorandum of association and bye-laws of Merger Sub immediately prior to the effective time of the Merger became the memorandum of association and bye-laws, respectively, of the Company at the effective time of the Merger and will remain the memorandum of association (the “Altered Memorandum of Association”) and bye-laws, respectively, of the Company, until changed or amended as provided therein or pursuant to applicable law. The Company’s authorized share capital, as set out in the Altered Memorandum of Association, is $745,434 divided into 70,000,000 ordinary shares of par value $0.01 and 30,000,000 preference shares of par value 0.15144558¢. Immediately prior to the effective time of the Merger, Parent held 60,395,839 of ordinary shares of Merger Sub, par value $0.01. Pursuant to the terms of the Merger Agreement, each common share of Merger Sub issued and outstanding immediately prior to the effective time of the Merger was canceled and converted into and became one duly authorized, validly issued, fully paid and non-assessable ordinary share, par value of $0.01, of the Company, as the surviving company.
Preference Share Issuance. The Company did not issue any preference shares during the three months ended March 31, 2019 or March 31, 2018.