Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p160
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 160/212)
Character Range: 419907–422678

director, in relation to the takeover bid, as if the person had not made, but still proposed to make, the takeover bid.

Solvency declaration

"206bh. (1) A solvency declaration by a company's directors is a declaration in writing that:

     (a) is signed in person by everyone who, on the day on which the declaration is first signed by a director of the company, is such a director; and

  (b) specifies that day; and

     (c) states to the effect that it is the directors' opinion that the company was solvent on that day; and

     (d) specifies each buy-back scheme that related to shares in the company and:

       (i) offers under which remained open; or

         (ii) agreements resulting from the acceptance of offers under which remained uncompleted;

     as at that day; and

  (e) specifies each agreement that:

         (i) constituted a buy-back made by the company otherwise than under a buy-back scheme; and

       (ii) remained uncompleted as at that day; and

SCHEDULE 5—continued

   (f) specifies, as at that day:

         (i) each proposed buy-back scheme (if any) under which the company proposed to make offers during the period of 12 months starting on that day; and

         (ii) each buy-back that the company proposed to make, otherwise than under a buy-back scheme, during that period; and

     (g) states to the effect that it is the directors' opinion that the company will remain solvent throughout that period even if:

         (i) each buy-back offer (if any) that related to shares in the company and remained open as at that day is accepted, and the resulting agreement completed, during that period; and

         (ii) each agreement (if any) that resulted from the acceptance of a buy-back offer relating to such shares and remained uncompleted as at that day is completed during that period; and

         (iii) each agreement (if any) of the kind referred to in paragraph (e) is completed during that period; and

         (iv) all offers made under each such proposed buy-back scheme (if any) are accepted, and the resulting contracts completed, during that period; and

         (v) each such proposed buy-back (if any) is made during that period.

"(2) Each director of a company who signs a solvency declaration by the company's directors is to be taken to have stated in it that he or she had, when signing the declaration, the opinions described in it.

"(3) A solvency declaration by a company's directors is to be taken to have been made on the day specified in it under paragraph (1) (b).

"(4) Unless sooner revoked under section 206md, a solvency declaration by a company's directors remains in force for 12 months starting on the day on which it is made.

"(5) A solvency declaration by a company's directors