CTHRepealedAct
Co-operative Scheme Legislation Amendment Act 1989
Part 3AMENDMENTS OF COMPANIES ACT 1981: SHARE BUY-BACKS
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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