Part 3AMENDMENTS OF COMPANIES ACT 1981: SHARE BUY-BACKS

PART 3—AMENDMENTS OF COMPANIES ACT 1981: SHARE BUY-BACKS 6. Interpretation 7. Relevant interests in shares 8. Insertion of new section: 9a. Inclusion in official list 9. Substitution of headings 10. Issue of shares at premium 11. Insertion of Subdivision heading 12. Insertion of Subdivision heading 13. Company financing dealings in its shares etc. 14. Consequences of company financing dealings in its shares etc. 15. Insertion of new Subdivision and heading: Subdivision D—Unacceptable Self-acquisition Schemes 130a. Interpretation 130b. Self-acquisition scheme 130c. Relevant matters affecting self-acquisition scheme 130d. Declaration by Commission 130e. Commission may make interim orders 130f. Court may reverse Commission’s declaration 130g. Court may act on Commission’s declaration 130h. Effect of Subdivision 16. Insertion of new Division: Division 3a—Permitted Buy-backs of Shares Subdivision A—How this Division Works 133aa. Outline of structure Subdivision B—Interpretation 133ba. Effect of Subdivision 133bb. Interpretation 133bc. What constitutes buying back shares 133be. The 10% in 12 months limit 133bf. Takeover aspects of proposed resolution 133bg. When directors presumed to be aware of proposed or actual takeover bid 133bh. Solvency declaration 133bj. Auditor’s report on solvency declaration 133bk. When buy-back agreement is completed 133bl. When shares are transferred 133bm. Classes of shares Subdivision C—Power to Buy Back Shares 133ca. Power to buy back shares 133cb. Completion of buy-back 133cc. Effect of Division 133cd. Other obligations and liabilities not affected Subdivision D—Buy-back Authorisation in Articles 133da. Articles to contain buy-back authorisation 133db. Inclusion, effect and renewal of buy-back authorisation Subdivision E—Buy-backs by Public Companies 133ea. Only certain buy-backs permitted Subdivision F—Buy-back Schemes 133fa. Shares and classes of shares 133fb. Buy-back scheme 133fc. Withdrawal or variation of buy-back offers 133fd. Avoiding odd lots 133fe. Odd lots to be disregarded for purposes of 10% in 12 months limit Subdivision G—Approval of Buy-back Schemes by Ordinary Resolution 133ga. When approval required 133gb. Buy-back offers made under a resolution 133gc. Resolution to approve proposed buy-back scheme 133gd. Notice of resolution to approve proposed buy-back scheme Subdivision H—Employee-shares Purchases 133ha. Approval by ordinary resolution 133hb. Resolution to approve proposed employee-shares purchase 133hc. Notice of resolution to approve proposed employee-shares purchase Subdivision J—Selective Buy-backs 133ja. Approval, by special resolution passed by special majority, of selective buy-back by public company 133jb. Approval by special resolution where selective buy-back by proprietary company exceeds 10% in 12 months limit Subdivision K—Notice of Resolution to Approve Proposed Selective Buy-back 133ka. Notice must comply with Subdivision 133kb. Contents of resolution and proposed agreement 133kc. Availability of agreement for inspection 133kd. Valuation of non-cash consideration 133ke. Expert’s opinion about whether consideration fair and reasonable 133kf. Matters affecting expert’s objectivity 133kg. Expert’s consent 133kh. Reasons for buy-back 133kj. Solvency aspects 133kk. Directors’ interests 133kl. Effect on control of company 133km. Other relevant information 133kn. Notices to be the same Subdivision L—Creditors may Object to Proposed Buy-backs 133la. Advertising proposed buy-backs 133lb. Content of advertisement 133lc. Newspapers in which advertisement to be published 133ld. Creditor may apply to Court 133le. How application to be dealt with 133lf. Buy-backs not to proceed while application pending 133lg. Company to comply with order of Court Subdivision M—Solvency Requirements 133ma. Solvency requirements for buy-back scheme 133mb. Solvency requirements for other buy-backs 133mc. Copy of solvency declaration and auditor’s report to be lodged with Commission 133md. Revocation of solvency declaration 133me. Solvency requirements for completion of buy-back under buy-back scheme 133mf. Company not to register certain transfers during solvency period Subdivision N—Share Buy-backs and other Securities Issues 133na. Buy-back consideration not to consist of other securities of the company 133nb. No buy-backs during rights issue or placement 133nc. No rights issue or placement during offer period or within 3 months after buy-back Subdivision P—Effect of Buy-back on Shares 133pa. Rights attaching to bought back shares 133pb. Company not to dispose of bought back shares 133pc. Cancellation of shares after transfer to company 133pd. Accounting for money spent on buy-back where amount exceeds nominal value of shares Subdivision Q—Effect of Insolvency 133qa. Buy-back offer by externally-administered company void 133qb. Effect of supervening insolvency on buy-back scheme 133qc. Directors to indemnify insolvent company where consideration provided, or partly-paid shares acquired, under buy-back agreements 133qd. Relief from liability under section 133qc Subdivision R—Rights of Unpaid Sellers 133ra. Specific performance of buy-back agreements 133rb. Buy-back agreement unenforceable while company insolvent 133rc. Unpaid seller may prove in winding up of company 133rd. Ranking of seller’s claim in winding up Subdivision S—Certificates and Declarations of Compliance 133sa. Certificate of compliance 133sb. Presumptions about certain matters 133sc. Who must sign compliance certificate 133sd. Offences relating to compliance certificates: buy-back schemes 133se. Offences relating to compliance certificates: other buy-backs 133sf. Declaration by Court of substantial compliance Subdivision T—Notifying Commission and Securities Exchanges about Buy-backs 133ta. Company to notify Commission of buy-backs 133tb. Listed company to notify securities exchanges of buy-backs Subdivision U—Listed Company to Notify Members about Share Cancellations 133ua Notifying member whose shares were cancelled 133ub. Notifying members generally Subdivision V—Register of Buy-backs 133va. Company to keep register 133vb. Particulars of buy-back schemes 133vc. Particulars of other buy-backs 133vd. Alteration of register where buy-back does not proceed 133ve. Entries in register after cancellation of shares 133vf. Inspection and copies of register 17. Proofs of debts