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| | (a) | they are listed under Part 6 of the Financial Services and Markets Act |
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| | (b) | the company has been afforded facilities for dealings in the shares to take |
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| | (i) | without prior permission for individual transactions from the |
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| | authority governing that investment exchange, and |
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| | (ii) | without limit as to the time during which those facilities are to be |
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| | (4) | A purchase is a “market purchase” if it is made on a recognised investment |
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| | exchange and is not an off-market purchase by virtue of subsection (2)(b). |
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| | (5) | In this section “recognised investment exchange” means a recognised investment |
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| | exchange (within the meaning of Part 18 of the Financial Services and Markets |
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| | Act 2000 (c. 8)) other than an overseas exchange (within the meaning of that |
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| | Authority for off-market purchase |
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| To move the following Clause:— |
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| | ‘(1) | A company may only make an off-market purchase of its own shares in pursuance |
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| | of a contract approved in advance in accordance with this section. |
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| | (a) | the terms of the proposed contract must be authorised by special |
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| | resolution of the company before the contract is entered into, or |
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| | (b) | the purchase must be in pursuance of a contingent purchase contract |
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| | authorised by special resolution of the company before it was entered |
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| | (3) | A “contingent purchase contract” means a contract, entered into by the company |
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| | and relating to shares in the company, that does not amount to a contract to |
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| | purchase the shares but under which the company may (subject to any conditions) |
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| | become entitled or obliged to purchase the shares. |
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| | (4) | The authority conferred by a resolution under this section may be varied, revoked |
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| | or from time to time renewed by a special resolution of the company. |
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| | (5) | In the case of a public company a resolution conferring, varying or renewing |
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| | authority must specify a date on which the authority is to expire, which must not |
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| | be later than 18 months after the date on which the resolution is passed. |
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| | (6) | A resolution conferring, varying, revoking or renewing authority under this |
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| | section (Resolution authorising off-market purchase: exercise of voting |
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| | rights) (exercise of voting rights), and |
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| | section Resolution authorising off-market purchase: disclosure of details of |
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| | contract) (disclosure of details of contract).’. |
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| | Resolution authorising off-market purchase: exercise of voting rights |
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| To move the following Clause:— |
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| | ‘(1) | This section applies to a resolution to confer, vary, revoke or renew authority for |
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| | the purposes of section (Authority for off-market purchase) (authority for off- |
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| | market purchase of own shares). |
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| | (2) | Where the resolution is proposed as a written resolution, a member who holds |
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| | shares to which the resolution relates is not an eligible member. |
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| | (3) | Where the resolution is proposed at a meeting of the company, it is not effective |
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| | (a) | any member of the company holding shares to which the resolution |
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| | relates exercises the voting rights carried by any of those shares in voting |
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| | (b) | the resolution would not have been passed if he had not done so. |
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| | (a) | a member who holds shares to which the resolution relates is regarded as |
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| | exercising the voting rights carried by those shares not only if he votes in |
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| | respect of them on a poll on the question whether the resolution shall be |
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| | passed, but also if he votes on the resolution otherwise than on a poll; |
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| | (b) | notwithstanding anything in the company’s articles, any member of the |
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| | company may demand a poll on that question; |
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| | (c) | a vote and a demand for a poll by a person as proxy for a member are the |
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| | same respectively as a vote and a demand by the member.’. |
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| | Resolution authorising off-market purchase: disclosure of details of contract |
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| To move the following Clause:— |
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| | ‘(1) | This section applies in relation to a resolution to confer, vary, revoke or renew |
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| | authority for the purposes of section (Authority for off-market purchase) |
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| | (authority for off-market purchase of own shares). |
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| | (2) | A copy of the proposed contract (if it is in writing) or a memorandum setting out |
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| | its terms (if it is not) must be made available to members— |
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| | (a) | in the case of a written resolution, by being sent or submitted to every |
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| | eligible member at or before the time at which the proposed resolution is |
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| | sent or submitted to him; |
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| | (b) | in the case of a resolution at a meeting, by being made available for |
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| | inspection by members of the company both— |
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| | (i) | at the company’s registered office for not less than 15 days |
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| | ending with the date of the meeting, and |
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| | (ii) | at the meeting itself. |
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| | (3) | A memorandum of contract terms so made available must include the names of |
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| | the members holding shares to which the contract relates. |
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| | (4) | A copy of the contract so made available must have annexed to it a written |
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| | memorandum specifying such of those names as do not appear in the contract |
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| | (5) | The resolution is not validly passed if the requirements of this section are not |
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| | Variation of contract for off-market purchase |
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| To move the following Clause:— |
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| | ‘(1) | A company may only agree to a variation of a contract authorised under section |
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| | (Authority for off-market purchase) (authority for off-market purchase) if the |
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| | variation is approved in advance in accordance with this section. |
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| | (2) | The terms of the variation must be authorised by a special resolution of the |
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| | company before it is agreed to. |
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| | (3) | That authority may be varied, revoked or from time to time renewed by a special |
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| | resolution of the company. |
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| | (4) | In the case of a public company a resolution conferring, varying or renewing |
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| | authority must specify a date on which the authority is to expire, which must not |
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| | be later than 18 months after the date on which the resolution is passed. |
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| | (5) | A resolution conferring, varying, revoking or renewing authority under this |
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| | section (Resolution authorising variation: exercise of voting rights) |
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| | (exercise of voting rights), and |
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| | section (Resolution authorising variation: disclosure of details of variation) |
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| | (disclosure of details of variation).’. |
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| | Resolution authorising variation: exercise of voting rights |
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| To move the following Clause:— |
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| | ‘(1) | This section applies to a resolution to confer, vary, revoke or renew authority for |
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| | the purposes of section (Variation of contract for off-market purchase) (variation |
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| | of contract for off-market purchase of own shares). |
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| | (2) | Where the resolution is proposed as a written resolution, a member who holds |
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| | shares to which the resolution relates is not an eligible member. |
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| | (3) | Where the resolution is proposed at a meeting of the company, it is not effective |
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| | (a) | any member of the company holding shares to which the resolution |
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| | relates exercises the voting rights carried by any of those shares in voting |
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| | (b) | the resolution would not have been passed if he had not done so. |
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| |
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| | (a) | a member who holds shares to which the resolution relates is regarded as |
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| | exercising the voting rights carried by those shares not only if he votes in |
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| | respect of them on a poll on the question whether the resolution shall be |
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| | passed, but also if he votes on the resolution otherwise than on a poll; |
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| | (b) | notwithstanding anything in the company’s articles, any member of the |
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| | company may demand a poll on that question; and |
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| | (c) | a vote and a demand for a poll by a person as proxy for a member are the |
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| | same respectively as a vote and a demand by the member.’. |
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| | Resolution authorising variation: disclosure of details of variation |
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| To move the following Clause:— |
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| | ‘(1) | This section applies in relation to a resolution under section (Variation of contract |
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| | for off-market purchase) (variation of contract for off-market purchase of own |
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| | |
| | (2) | A copy of the proposed variation (if it is in writing) or a written memorandum |
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| | giving details of the proposed variation (if it is not) must be made available to |
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| | (a) | in the case of a written resolution, by being sent or submitted to every |
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| | eligible member at or before the time at which the proposed resolution is |
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| | sent or submitted to him; |
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| | (b) | in the case of a resolution at a meeting, by being made available for |
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| | inspection by members of the company both— |
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| | (i) | at the company’s registered office for not less than 15 days |
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| | ending with the date of the meeting, and |
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| | (ii) | at the meeting itself. |
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| | (3) | There must also be made available as mentioned in subsection (2) a copy of the |
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| | original contract or, as the case may be, a memorandum of its terms, together with |
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| | any variations previously made. |
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| | (4) | A memorandum of the proposed variation so made available must include the |
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| | names of the members holding shares to which the variation relates. |
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| | (5) | A copy of the proposed variation so made available must have annexed to it a |
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| | written memorandum specifying such of those names as do not appear in the |
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| | (6) | The resolution is not validly passed if the requirements of this section are not |
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| | Release of company’s rights under contract for off-market purchase |
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| To move the following Clause:— |
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| | ‘(1) | An agreement by a company to release its rights under a contract approved under |
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| | section (Authority for off-market purchase) (authorisation of off-market |
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| | purchase) is void unless the terms of the release agreement are approved in |
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| | advance in accordance with this section. |
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| | (2) | The terms of the proposed agreement must be authorised by a special resolution |
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| | of the company before the agreement is entered into. |
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| | (3) | That authority may be varied, revoked or from time to time renewed by a special |
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| | resolution of the company. |
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| | (4) | In the case of a public company a resolution conferring, varying or renewing |
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| | authority must specify a date on which the authority is to expire, which must not |
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| | be later than 18 months after the date on which the resolution is passed. |
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| | section (Resolution authorising variation: exercise of voting rights) |
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| | (exercise of voting rights), and |
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| | section (Resolution authorising variation: disclosure of details of variation) |
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| | (disclosure of details of variation), |
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| | | apply to a resolution authorising a proposed release agreement as they apply to a |
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| | resolution authorising a proposed variation.’. |
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| | Authority for market purchase |
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| To move the following Clause:— |
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| | ‘(1) | A company may only make a market purchase of its own shares if the purchase |
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| | has first been authorised by a resolution of the company. |
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| | (a) | may be general or limited to the purchase of shares of a particular class |
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| | (b) | may be unconditional or subject to conditions. |
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| | (a) | specify the maximum number of shares authorised to be acquired, and |
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| | (b) | determine both the maximum and minimum prices that may be paid for |
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| | (4) | The authority may be varied, revoked or from time to time renewed by a |
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| | resolution of the company. |
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| | (5) | A resolution conferring, varying or renewing authority must specify a date on |
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| | which it is to expire, which must not be later than 18 months after the date on |
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| | which the resolution is passed. |
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| | (6) | A company may make a purchase of its own shares after the expiry of the time |
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| | (a) | the contract of purchase was concluded before the authority expired, and |
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| | (b) | the terms of the authority permitted the company to make a contract of |
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| | purchase that would or might be executed wholly or partly after its |
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| | (7) | A resolution to confer or vary authority under this section may determine either |
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| | or both the maximum and minimum price for purchase by— |
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| | (a) | specifying a particular sum, or |
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| | (b) | providing a basis or formula for calculating the amount of the price (but |
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| | without reference to any person’s discretion or opinion).’. |
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| | Copy of contract or memorandum to be available for inspection |
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| To move the following Clause:— |
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| | ‘(1) | This section applies where a company has entered into— |
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| | (a) | a contract approved under section (Authority for off-market purchase) |
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| | (authorisation of contract for off-market purchase), or |
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| | (b) | a contract for a purchase authorised under section (Authority for market |
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| | purchase) (authorisation of market purchase). |
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| | (2) | The company must keep available for inspection at its registered office— |
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| | (a) | a copy of the contract, or |
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| | (b) | if the contract is not in writing, a written memorandum setting out its |
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| | (3) | The copy or memorandum must be kept available for inspection from the |
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| | conclusion of the contract until the end of the period of ten years beginning |
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| | (a) | the date on which the purchase of all the shares in pursuance of the |
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| | contract is completed or, |
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| | (b) | the date on which the contract otherwise determines. |
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| | (4) | Every copy or memorandum required to be kept under this section must be kept |
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| | open to inspection without charge— |
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| | (a) | by any member of the company, and |
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| | (b) | in the case of a public company, by any other person. |
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| | (5) | The provisions of this section apply to a variation of a contract as they apply to |
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| | Enforcement of right to inspect copy or memorandum |
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| To move the following Clause:— |
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| | ‘(1) | If default is made in complying with section (Copy of contract or memorandum |
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| | to be available for inspection)(2) or (3), or an inspection required under section |
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| | (Copy of contract or memorandum to be available for inspection)(4) is refused, |
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| | an offence is committed by every officer of the company who is in default. |
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| | (2) | A person guilty of an offence under this section is liable on summary conviction |
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| | to a fine not exceeding level 3 on the standard scale and, for continued |
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| | contravention, a daily default fine not exceeding one-tenth of level 3 on the |
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| | (3) | In the case of refusal of an inspection required under section (Copy of contract or |
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| | memorandum to be available for inspection)(4) the court may by order compel an |
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| | No assignment of company’s right to purchase own shares |
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| To move the following Clause:— |
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| | ‘The rights of a company under a contract authorised under— |
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| | (a) | section (Authority for off-market purchase) (authority for off-market |
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| | (b) | section (Authority for market purchase) (authority for market purchase) |
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| | are not capable of being assigned.’. |
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| | Payments apart from purchase price to be made out of distributable profits |
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| To move the following Clause:— |
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| | ‘(1) | A payment made by a company in consideration of— |
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| | (a) | acquiring any right with respect to the purchase of its own shares in |
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| | pursuance of a contingent purchase contract approved under section |
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| | (Authority for off-market purchase) (authorisation of off-market |
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| | (b) | the variation of any contract approved under that section, or |
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| | (c) | the release of any of the company’s obligations with respect to the |
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| | purchase of any of its own shares under a contract— |
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| | (i) | approved under section (Authority for off-market purchase), or |
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| | (ii) | authorised under section (Authority for market purchase) |
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| | (authorisation of market purchase), |
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| | | must be made out of the company’s distributable profits. |
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| | (2) | If this requirement is not met in relation to a contract, then— |
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| | (a) | in a case within subsection (1)(a), no purchase by the company of its own |
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| | shares in pursuance of that contract may be made under this Chapter; |
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