During the third quarter of fiscal 2012, the
Company redeemed all of its 164,900 Series 2 Preferred Shares outstanding, in
accordance with their terms. The Series
2 Preferred Shares were redeemed at a price of $25 per share plus an amount
equal to all dividends accrued and unpaid to January 31, 2012.
The preferred shares, par value of $25 each, are issuable in series, with each series consisting of such number of shares and having such provisions as may be determined by the directors of the Company prior to issue. The preferred shares rank in preference over Non-Voting Class A shares, Class B common shares and 2002 preferred shares in respect to the payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of the Company. The preferred shares of each series rank equally with the preferred shares of every other series in respect to the payment of dividends and in the distribution of assets. The Company may not create or issue any shares ranking in priority or on par with the preferred shares as to the payment of dividends or the distribution of assets without the approval of two thirds of the preferred shareholders.
The holders of the Series 2 preferred shares are entitled to receive a cumulative preferential cash dividend, as and when declared by the Directors, on the last day of January, April, July and October in each year in an amount per share determined as one-quarter of 75 percent of the average prime rate in effect on each day during the three calendar months ending immediately prior to the last day of the calendar month preceding the month in which the dividend payment is to be made multiplied by $25.00.
The Series 2 preferred shares may be redeemed at the option of the Company at a price per share equal to $26 per share prior to January 12, 1993 and thereafter at a price reducing by $0.05 per share per annum to $25 together with an amount equal to dividends accrued and unpaid to but not including the date fixed for redemption. In the event of liquidation, dissolution or winding-up, the Series 2 preferred shareholders are entitled to receive $25 per share plus an amount equal to any accrued and unpaid dividends, before any payment or distribution to the holders of the Non-Voting Class A shares, Class B common shares and 2002 preferred shares.
The shareholders of Series 2 preferred shares are not entitled to attend or to vote at any meeting of shareholders of the Company unless the Company has failed to pay eight consecutive quarterly dividends on the Series 2 preferred shares. So long as any dividends on such shares remain in- arrears, the holders of the shares are entitled to attend all meetings of shareholders, vote separately as a class together with the holders of any other series of preferred shares who have similar voting rights and to elect two directors of the Company. Each Series 2 preferred Share entitles the holder to one vote.
The Series 2 preferred shares (EMP.PR.B) are listed on the Toronto Stock Exchange. The monthly closing high and low share price and the monthly average volume for the Series 2 preferred shares (EMP.PR.B) for the fiscal year ended May 7, 2011 are as follows:
|
| May 2-30/10 | 20.25 | 20.25 | 5 |
| June-10 | 21.95
| 20.55
| 253
|
| July-10 | 21.95 | 20.90
| 86
|
| August-10 | 22.20 | 22.20 | 67
|
| September-10 | 24.00 | 24.00 | 25
|
| October-10 | 23.50
| 23.50
| 10
|
| November-10 | 24.00 | 23.00
| 75
|
| December-10 | 23.00
| 23.00
| 14
|
| January-11 | 25.50
| 24.00
| 101
|
| February-11 | 23.15 | 23.11
| 61
|
| March-11 | 25.00
| 24.00
| 66
|
| April-11 | 25.00
| 25.00
| 13
|
May 1-7/11
| 25.50
| 25.25
| 140
|
2002 Preferred Shares
The 2002 preferred shares are issuable in series, with each series consisting of such number of shares and having such provisions as may be determined by the directors of the Company prior to issue. The 2002 preferred shares rank in preference over Non-Voting Class A shares, Class B common shares are subordinate to the preferred shares in respect to the payment of dividends and in the distribution of assets in the event of liquidation, dissolution or winding-up of the Company. The 2002 preferred shares of each series rank equally with the 2002 preferred shares of every other series in respect to the payment of dividends and in the distribution of assets. The Company may not create or issue any shares ranking in priority or on a parity to the 2002 preferred shares as to the payment of dividends or the distribution of assets without the approval of two thirds of the preferred shareholders.