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Ministry of Technology, Trade and Economic Development

Article 11 - Share Valuation Method

METHOD 1

The Company will provide to employee investors at the end of each fiscal quarter a list of all Share Transactions during that quarter.  A Share Transaction is defined as a block of shares purchased for consideration of $XX or more by a third party acting at arms length to the Company.  The share value will be determined at the end of each fiscal quarter.  Prior to the Plan inception date, the Plan will adopt the following revised share formula referencing financial information of the Company or its trading value on a public stock exchange or based on an opinion from an independent qualified person:

Value ($) per share =

Multiplier determined by Valuation Committee

x Annual Gross Revenue 


 

Total number of Common Shares issued and outstanding

METHOD 2

The value of an ESOP Share on any particular Valuation Date will be calculated using the following formula:

Value ($) per share =

Consolidated Book Value

– Dividends declared or paid


 

Total number of Common Shares issued and outstanding

The value of an ESOP share will be determined once each year as of XX and will be provided to Employee Shareholders within XX days.  Each Share Value so determined will remain in effect until a new Share Value is calculated as of the next Valuation Date.

 

METHOD 3 

The value of an ESOP Share on any particular Valuation Date is based on the earnings of the Company and its subsidiaries in the preceding X years plus additional share capital raised I the preceding fiscal year.  The earning is based on the “maintainable” earnings of the Company.  The Share Value is computed as follows:

Value ($) per share =

Multiplier determined by Valuation Committee

x Average Adjusted After tax Annual Earnings of past X years

+ New share capital raised in preceding fiscal year


 

Total number of Common Shares issued and outstanding

The value of an ESOP share will be determined once each year.  Each Share Value so determined will remain in effect until a new Share Value is calculated as of the next Valuation Date.

 

METHOD 4

The Purchase Price for each ESOP Share will be that amount calculated in accordance with the following formula for the last completed fiscal year:

Value ($) per share =

Multiplier determined by Valuation Committee

x [(Multiplier x Retained Earnings) + (Multiplier x Average Adjusted After tax Annual Earnings of past X years)]

+ Capital Stock

+ Contributed Surplus


 

Total number in the Capital of the Company

The number of shares in the capital of the Company will be determined on a fully diluted basis, including, without limitation, all Options earned as at the end of the last completed fiscal year.

 

METHOD 5

The value of an ESOP Share on any particular Valuation Date will be calculated using the following formula: 

Value ($) per share =

Adjusted Shareholder’s Equity


 

Total number of Common Shares issued and outstanding

 WHERE:

+/- Shareholder’s equity as per financial statements

+/- Difference between cost and fair market value of capital assets

 +  Goodwill

  -  Dividends declared or paid                                                    

 =  Adjusted Shareholder’s Equity

+/- Adjusted After-tax Annual Earnings

  x Multiplier determined by Valuation Committee

 =  Goodwill

+/- Pre-tax earnings as per financial statements

 +  Bonuses paid for tax purposes

+/- Unusual losses/(gains) on disposal of capital assets

+/- Unusual non-recurring expenses/(revenues)

            +/- Difference between implicit interest rate and market interest rate on loans

                 from related companies

  -  Deferred income taxes                                                                         

 =  Adjusted After-tax Annual Earnings 

The value of an ESOP share will be determined once each year.  Each Share Value so determined will remain in effect until a new Share Value is calculated as of the next Valuation Date.