Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p185
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 185/212)
Character Range: 481557–484366

or partly-paid shares acquired, under buy-back agreements

  "206qc. (1) This section applies where:

     (a) a company is placed under official management or commences to be wound up; and

  (b) during or after the 12 months ending on:

         (i) in any case—the day of the commencement of the official management or winding up; or

         (ii) if the company was insolvent throughout a period ending at that commencement—the day when the company last ceased, before that commencement, to be solvent;

     one or both of the following happened:

      (iii) the company provided consideration under an agreement;

         (iv) partly-paid shares were transferred to the company pursuant to an agreement; and

     (c) the agreement was entered into before, during or after that 12 months and:

         (i) resulted from the acceptance of an offer made under a buy-back scheme in relation to shares in the company; or

SCHEDULE 5—continued

         (ii) constituted a buy-back by the company otherwise than under a buy-back scheme.

"(2) If subparagraph (1) (b) (iii) applies, then, to the extent (if any) that the consideration consisted of an amount of money, the indemnifying directors are jointly and severally liable to pay to the company an amount equal to that amount.

"(3) If subparagraph (1) (b) (iii) applies, then, to the extent (if any) that the consideration consisted of non-cash consideration, the indemnifying directors are jointly and severally liable to pay to the company an amount equal to:

     (a) if the company acquired the non-cash consideration in order to provide it under the agreement—the total of the amounts spent by the company on acquiring it; or

     (b) otherwise—the money value of the non-cash consideration when the last of it was so provided.

"(4) If subparagraph (1) (b) (iv) applies, the indemnifying directors are jointly and severally liable to pay to the company an amount equal to the total of the amounts (including amounts of premium) that remained unpaid on the partly-paid shares.

"(5) For the purposes of this section, an indemnifying director is a person who:

     (a) if subparagraph (1) (c) (i) applies—signed, as a director of the company, a solvency declaration by the company's directors that related to the buy-back scheme and was in force at the end of the solvency period of the offer; or

  (b) if subparagraph (1) (c) (ii) applies:

         (i) signed, as a director of the company, a solvency declaration by the company's directors that related to the buy-back and was in force at the time when the agreement was entered into; or

         (ii) if no such declaration was so in force—was a director of the company at that time and was in any way, by act or omission, directly or indirectly, knowingly concerned in or party to the