Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p164
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 164/212)
Character Range: 430229–432869

the potential advantages, and the potential disadvantages, of the proposed buy-back authorisation, or of the buy-back authorisation proposed to be renewed, as the case may be, for the company and for the directors, and the members, of the company, respectively.

"(6) Where a company contravenes subsection (5), the company and any officer of the company who is in default are each guilty of an offence.

  Penalty: $5,000 or imprisonment for 12 months, or both.

"Subdivision E—Buy-backs by Public Companies

Only certain buy-backs permitted

"206ea. If the company is a public company, the next condition is that the buy-back:

  (a) does not exceed the 10% in 12 months limit; or

  (b) is an employee-shares purchase or an odd-lot purchase.

"Subdivision F—Buy-back Schemes

Shares and classes of shares

"206fa. (1) Except so far as the contrary intention appears, a reference in this Subdivision to shares is a reference to ordinary shares.

"(2) Where the shares in a company are divided into 2 or more classes, the provisions of this Subdivision (other than this subsection and subsection 206fb (10)) apply in relation to each of those classes:

SCHEDULE 5—continued

     (a) as if the shares in that class were the only shares in the company; and

     (b) without prejudice to their application by force of this subsection in relation to any other class of shares.

Buy-back scheme

"206fb. (1) A buy-back is made under a buy-back scheme if, and only if, it results from the acceptance of an offer made under the buy-back scheme.

"(2) An offer is made under a buy-back scheme if, and only if, it is one of the offers constituting the buy-back scheme.

"(3) Offers by a company to buy back shares constitute a buy-back scheme if, and only if, the following requirements of this section are complied with.

  "(4) Each offer must be in writing.

"(5) Each offer must have the same date, being a date that is not earlier than 3 days before the day on which the offer is sent and not later than that day.

"(6) Each offer must state that it will, unless withdrawn, remain open during a period ending on a specified day that is not earlier than one month, nor later than 6 months, after the date of the offer.

"(7) Each offer must specify the consideration that under the offer is to be provided for the buy-back of each share to which the offer relates.

"(8) Each offer must set out how and when the company's obligations are to be satisfied.

  "(9) The offers must relate only to shares in the company.

"(10) Each offer must specify, in relation to each class of shares (including shares other than ordinary shares) in the