Document ID: chunk:federal_register_of_legislation:C2025C00185:section:257b:p1
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 257B (pt 1/2)
Character Range: 898306–901992

257B  Buy‑back procedure—general
 (1) The following table specifies the steps required for, and the sections that apply to, the different types of buy‑back.

Procedures                                            minimum holding  employee share      on‑market         equal access scheme  selective buy‑back

[and sections applied]
                                                                       within 10/12 limit  over 10/12 limit  within 10/12 limit   over 10/12 limit    within 10/12 limit  over 10/12 limit
ordinary resolution                                   —                —                   yes               —                    yes                 —                   yes               —
[257C]
special/unanimous resolution [257D]                   —                —                   —                 —                    —                   —                   —                 yes
lodge offer documents with ASIC [257E]                —                —                   —                 —                    —                   yes                 yes               yes
14 days notice [257F]                                 —                yes                 yes               yes                  yes                 yes                 yes               yes
disclose relevant information when offer made [257G]  —                —                   —                 —                    —                   yes                 yes               yes
cancel shares [257H]                                  yes              yes                 yes               yes                  yes                 yes                 yes               yes
notify cancellation to ASIC [254Y]                    yes              yes                 yes               yes                  yes                 yes                 yes               yes

Note: Subsections (2) and (3) of this section explain what an equal access scheme is. The 10/12 limit is the 10% in 12 months limit laid down in subsections (4) and (5). Subsections (6) and (7) of this section explain what an on‑market buy‑back is. See section 9 for definitions of minimum holding buy‑back, employee share buy‑back and selective buy‑back.

Equal access scheme
 (2) An equal access scheme is a scheme that satisfies all the following conditions:
 (a) the offers under the scheme relate only to ordinary shares;
 (b) the offers are to be made to every person who holds ordinary shares to buy back the same percentage of their ordinary shares;
 (c) all of those persons have a reasonable opportunity to accept the offers made to them;
 (d) buy‑back agreements are not entered into until a specified time for acceptances of offers has closed;
 (e) the terms of all the offers are the same.
 (3) In applying subsection (2), ignore:
 (a) differences in consideration attributable to the fact that the offers relate to shares having different accrued dividend entitlements;
 (b) differences in consideration attributable to the fact that the offers relate to shares on which different amounts remain unpaid;
 (c) differences in the offers introduced solely to ensure that each shareholder is left with a whole number of shares.

10/12 limit
 (4) The 10/12 limit for a company proposing to make a buy‑back is 10% of the smallest number, at any time during the last 12 months, of votes attaching to voting shares of the company.

Exceeding the 10/12 limit
 (5) A proposed buy‑back would exceed the 10/12 limit if the number of votes attaching to:
 (a) all the voting shares in the company that have been bought back during the last 12 months; and
 (b) the voting shares that will be bought back if the proposed