Prospectus excerpt: We are offering 3,000,000 of our 5.75% Series A mandatory convertible junior non-voting preferred shares, nominal value $0.01 per share (the ÙSeries A preferred sharesˆ).
Dividends on our Series A preferred shares will be payable on a cumulative basis when, as and if declared by our board of directors or by a general meeting of our shareholders, at an annual rate of 5.75% on the liquidation preference of $50.00 per share. We may pay declared dividends in cash or, subject to certain limitations, in common shares or any combination of cash and common shares on February 1, May 1, August 1 and November 1 of each year, commencing on August 1, 2013 and to, and including, May 1, 2016.
Each Series A preferred share will automatically convert on May 1, 2016 into between 2.2676 and 2.7778 of our common shares, subject to anti-dilution adjustments. The number of our common shares issuable on conversion will be determined based on the average of the closing prices per common share over the 40 trading day period ending on the third trading day prior to the mandatory conversion date. At any time prior to May 1, 2016, holders may elect to convert each Series A preferred share into common shares at the minimum conversion rate of 2.2676 common shares per Series A preferred share, subject to anti-dilution adjustments. If you elect to convert any Series A preferred shares during a specified period beginning on the effective date of a cash acquisition (as described herein) of us, the conversion rate will be adjusted under certain circumstances and you will also be entitled to a cash acquisition dividend make-whole amount (as described herein).