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Share Capital
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Share Capital Share Capital
Authorized and Issued

Hamilton Group’s share capital is comprised as follows:

($ in thousands, except share information)
Authorized:
Common shares of $0.01 par value each (2024 and 2023: 150,000,000)
Issued, outstanding and fully paid:September 30,
2024		December 31,
2023
Class A common shares (2024: 17,820,078 and 2023: 28,644,807)
$178 $286 
Class B common shares (2024: 63,668,995 and 2023: 56,036,067)
637 560 
Class C common shares (2024: 19,903,649 and 2023: 25,544,229)
199 255 
Total$1,014 $1,101 

The following is a summary of the activity related to common shares authorized:

Class AClass BClass CUnclassifiedTotal
Balance - June 30, 202428,644,807 72,837,352 25,044,229 23,473,612 150,000,000 
Share class conversions(1,700,000)6,840,580 (5,140,580)— — 
Balance - September 30, 202426,944,807 79,677,932 19,903,649 23,473,612 150,000,000 

Class AClass BClass CUnclassifiedTotal
Balance - June 30, 202353,993,690 50,480,684 30,525,626 — 135,000,000 
Increase in authorized share capital— 15,000,000 — — 15,000,000 
Balance - September 30, 202353,993,690 65,480,684 30,525,626 — 150,000,000 

Class AClass BClass CUnclassifiedTotal
Balance - December 31, 202328,644,807 72,337,352 25,544,229 23,473,612 150,000,000 
Share class conversions(1,700,000)7,340,580 (5,640,580)— — 
Balance - September 30, 202426,944,807 79,677,932 19,903,649 23,473,612 150,000,000 

Class AClass BClass CUnclassifiedTotal
Balance - December 31, 202253,993,690 50,480,684 30,525,626 — 135,000,000 
Increase in authorized share capital— 15,000,000 — — 15,000,000 
Balance - September 30, 202353,993,690 65,480,684 30,525,626 — 150,000,000 
The following is a summary of the activity related to common shares issued and outstanding:

Class AClass BClass CTotal
Balance - June 30, 202419,520,078 57,358,464 25,044,229 101,922,771 
Share class conversions(1,700,000)6,840,580 (5,140,580)— 
Share repurchases— (530,049)— (530,049)
Balance - September 30, 202417,820,078 63,668,995 19,903,649 101,392,722 

Class AClass BClass CTotal
Balance - June 30, 202330,520,078 42,638,190 30,525,626 103,683,894 
Director share awards granted— 20,112 — 20,112 
Balance - September 30, 202330,520,078 42,658,302 30,525,626 103,704,006 

Class AClass BClass CTotal
Balance - December 31, 202328,644,807 56,036,067 25,544,229 110,225,103 
Share class conversions(1,700,000)7,340,580 (5,640,580)— 
Vesting of awards— 761,261 — 761,261 
Exercise of warrants— 245,779 — 245,779 
Director share awards granted— 20,383 — 20,383 
Share repurchases(9,124,729)(735,075)— (9,859,804)
Balance - September 30, 202417,820,078 63,668,995 19,903,649 101,392,722 

Class AClass BClass CTotal
Balance - December 31, 202230,520,078 42,042,155 30,525,626 103,087,859 
Vesting of awards— 735,013 — 735,013 
Director share awards granted— 44,892 — 44,892 
Share repurchases— (163,758)— (163,758)
Balance - September 30, 202330,520,078 42,658,302 30,525,626 103,704,006 

On May 8, 2024, the Company entered into an agreement to repurchase 9.1 million Class A common shares at $12.00 per share (the "Share Repurchase"). The total purchase price was $109.5 million. The common shares purchased by the Company were cancelled following the repurchase transaction.

On August 7, 2024, the Board of Directors authorized a repurchase of the Company's common shares in the aggregate amount of $150.0 million (the "Authorization"), under which the Company may repurchase shares through open market repurchases and/or privately negotiated transactions. The Authorization will expire when the Company has repurchased the full value of shares authorized, unless terminated earlier by the Board of Directors. In the three months ended September 30, 2024, 0.5 million Class B common shares at an aggregate cost of $10.0 million and an average price of $18.87 per common share were repurchased and cancelled and $140.0 million remained available for purchase under the Authorization.

In general, holders of Class A common shares and Class B common shares have one vote for each common share held while the Class C common shares have no voting rights, except as required by law. However, each holder of Class A common shares and Class B common shares is limited to voting (directly, indirectly or constructively, as determined for U.S. federal income tax purposes) that number of common shares equal to 9.5% of the total combined voting power of all classes of shares of the Company (or, in the case of a class vote by the holders of our Class B common shares, such as in respect of the election or removal of directors other than for directors who are appointed by certain shareholders pursuant to the Shareholders Agreement and our Bye-laws, a maximum of 14.92% of the total combined voting power). In addition, the Board of Directors may limit a shareholder’s voting rights when it deems it appropriate to do so to avoid certain material adverse tax, legal or regulatory consequences to the Company or any direct or indirect shareholder or its affiliates.
The Company Bye-laws provide for the automatic redesignation of shares upon any transfer, whether or not for value, from (i) Class A common shares to Class B common shares and from (ii) Class C common shares to Class B common shares. Upon notice from a Class A Member to the Company that certain Class B common shares are held by a Class A Member or a Permitted Transferee thereof, if so requested by the Class A Member and upon approval by a Simple Majority of the Board, such Class B common shares shall convert automatically into the same number of Class A common shares. The number of authorized and issued Class B common shares shall be reduced by the aggregate number of such issued Class B common shares so converted and the number of authorized and issued Class A common shares shall be correspondingly increased by the same amount. Upon notice from a Class A Member and/or Class B Member to the Company and upon approval by a Simple Majority of the Board, such consent not to be unreasonably withheld or unduly delayed, such Class A common shares and/or Class B common shares shall be redesignated as Class C common shares. In such instance, the authorized and issued number of Class A common shares and/or Class B common shares shall be reduced by the aggregate number of such shares so converted and the number of Class C common shares shall be correspondingly increased by the same amount. Upon notice from a Class C Member to the Company and upon approval of a Simple Majority of the Board, such consent not to be unreasonably withheld or unduly delayed, such Class C common shares shall be redesignated Class B common shares. In such instance, the authorized and issued number of Class C common shares shall be reduced by the aggregate number of such Class C common shares so converted and the number of authorized and issued Class B common shares shall be correspondingly increased by the same amount.

On September 13, 2024, 1.7 million Class A common shares were converted into Class C common shares at the request of the Class A Members and as approved by the Board.

During the three and nine months ended September 30, 2024, 6.8 million and 7.3 million, respectively, Class C common shares were converted into Class B common shares at the request of the respective Class C Members and as approved by the Board.