Holders of our Founder Preferred Shares are entitled to receive an annual dividend, payable in Ordinary Shares or cash, at the sole option of the Company. On January 12, 2016, the Company’s Board of Directors approved a share dividend (the “Founder Preferred Share Dividend”) of an aggregate of 3,620,510 Ordinary Shares pursuant to the terms of the outstanding founder preferred shares of the Company. Because the average price per Ordinary Share was at least $11.50 for ten consecutive trading days in 2015, the holders of the Founder Preferred Shares were entitled to receive the Annual Dividend Amount (as defined in our Amended and Restated M&A). The dividend price (“Dividend Price”) used to calculate the Annual Dividend Amount was $11.4824 (calculated based upon the volume weighted average price for the last ten trading days of 2015) and the Ordinary Shares underlying the Founder Preferred Share Dividend were issued on January 12, 2016. In subsequent years, the Annual Dividend Amount will be calculated based on 20% of the appreciated share price compared to the Dividend Price(s) previously used in calculating the Founder Preferred Share Dividend multiplied by 140.2 million shares.
Dividends on the Founders Preferred Shares are payable until the Founders Preferred Shares are converted into Ordinary Shares. The Founders Preferred Shares automatically convert on a one for one basis (i) on the last day of the seventh full financial year following our acquisition of Iglo Foods (or if such day is not a trading day, the next trading day) or (ii) in the event of a change of control (unless the independent directors of our board of directors determine otherwise). The holders of Founders Preferred Shares may also be converted to Ordinary shares on a one for one basis at the option of the holder. In the event of an automatic conversion, a dividend on the Founders Preferred Shares shall be payable with respect to the shorted dividend year on the trading day immediately prior to the conversion. In the event of an optional conversion by the holder, no dividend on the Founder Preferred Shares shall be payable with respect to the year in which the conversion occurred.
We were incorporated on April 1, 2014 with limited liability under the laws of the British Virgin Islands and pursuant to the BVI Companies Act. We were formed to undertake an acquisition of a target company or business. Our efforts in identifying a prospective target company or business were not limited to a particular industry or geographical region.
We announced on April 20, 2015 that we had signed an agreement to acquire Iglo Group from the Permira funds. Upon completion of the transaction on June 1, 2015, we completed our acquisition of the Iglo Group and changed our name from Nomad Holdings Limited to Nomad Foods Limited.
We completed our initial public offering on April 15, 2014 and our ordinary shares were initially listed on the London Stock Exchange under the ticker symbol NHL. On January 12, 2016, we transferred our listing from the London Stock Exchange to the New York Stock Exchange under the new ticker symbol "NOMD".
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