20First kind of allowed investment: acquiring shares

#### 20 First kind of allowed investment: acquiring shares (1) A PDF may make an investment by subscribing for or buying: (a) ordinary shares in a company (in this Division called the investee company); or (b) some other kind of shares in a company (in this Division also called the investee company) that the Board approves the PDF investing in. (2) Unless the Board otherwise approves, the shares must not be pre‑owned shares. (3) The Board may give an approval for the purposes of subsection (2) only if it is satisfied: (a) that it is in the investee company’s best interests for the person who holds the shares to which the investment relates to cease to hold shares in the investee company; and (b) that that person proposes to dispose of all shares in the investee company that the person holds; and (c) that the value of the investee company will be increased by the PDF acquiring the shares to which the investment relates; and (d) that either: (i) the PDF already holds other shares in the investee company, some or all of which are not pre‑owned shares; or (ii) the PDF will, in connection with acquiring the shares, acquire other shares in the investee company, some or all of which are not pre‑owned shares. (4) A reference in this Part to all amounts paid on shares held by a PDF is, in so far as the shares are pre‑owned shares, a reference to: (a) the amount that the PDF paid for the shares; and (b) the amounts (if any) paid on the shares since the PDF acquired them. (5) In this section: > pre‑owned shares means shares that were issued or allotted to a person other than the PDF, but does not include any such shares that: (a) were issued: (i) to an underwriter or sub‑underwriter of the share issue; or (ii) to a person for the purpose of being offered for sale; and (b) were still held by the underwriter, sub‑underwriter or person immediately before being acquired by the PDF.