Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p162
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 162/212)
Character Range: 425036–427897

the buy-back.

Effect of Division

  "206cc. (1) This Division has effect despite:

  (a) sections 205 and 206 and Division 4a; or

  (b) section 615; or

  (c) the constitution, or a resolution, of a company; or

  (d) the rules of a securities exchange; or

  (e) any agreement.

"(2) Without limiting the generality of subsection (1), a buy-back or transfer permitted by section 206ca or 206cb does not contravene any of the provisions referred to in paragraphs (1) (a) and (b) of this section.

  "(3) Nothing in this Division affects section 186.

"(4) Shares bought back as permitted by section 206ca are, so long as the rights attached to them are suspended because of section 206pa, to be disregarded in ascertaining, for the purposes of Chapter 6, the shares, or the voting shares, as the case requires, in which the company has a relevant interest or relevant interests.

"(5) Sections 206pa and 206pb are to be disregarded in determining, for the purposes of Part 6.7, whether or not a person has a relevant interest in particular shares.

Other obligations and liabilities not affected

"206cd. (1) Except as expressly provided in this Division, nothing in this Division affects an obligation, or a liability (whether civil or criminal), arising otherwise than under this Division.

"(2) Without limiting the generality of subsection (1), nothing in this Division relieves a director of any duty to the company, whether arising under section 232 or otherwise and whether of a fiduciary nature or not.

"Subdivision D—Buy-back Authorisation in Articles

Articles to contain buy-back authorisation

"206da. (1) The first condition is that the company's articles contain a buy-back authorisation at the relevant time.

  "(2) For the purposes of subsection (1), the relevant time is:

   (a) if the buy-back is made under a buy-back scheme but section

SCHEDULE 5—continued

     206ga does not apply—when the first offer is made under the buy-back scheme; or

     (b) if section 206ga, 206ha, 206ja or 206jb applies—when the resolution for which that section provides is passed; or

  (c) in any other case—the time of the buy-back.

Inclusion, effect and renewal of buy-back authorisation

  "206db. (1) In this section:

'renew', in relation to a buy-back authorisation, means renew under subsection (4);

'requirement', in relation to a company, includes a requirement of a law or of the company's constitution.

"(2) A company's buy-back authorisation, unless sooner omitted from the company's articles, ceases to have effect at the end of:

     (a) if the articles provide that the buy-back authorisation has effect for a specified period of less than 3 years and the buy-back authorisation has not been renewed—the specified period; or

     (b) if the buy-back authorisation has been renewed on at least one occasion and the resolution, or