Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p184
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 184/212)
Character Range: 479055–481815

paragraph (2) (a) applies—an amount standing to the credit of that account; or

  (b) in any case—any of its distributable profits.

  "(4) In this section:

'buy-back premium' means the amount (if any) by which the total of:

   (a) the amounts (if any) that the company has paid for the buy-back; and

  (b) the greater of the following:

         (i) the total of the amounts that the company has spent on acquiring the non-cash consideration (if any) provided by it for the buy-back;

         (ii) the money value of the non-cash consideration (if any) so provided, as at the time when the last of it was so provided;

exceeds the nominal value of the shares.

"Subdivision Q—Effect of Insolvency

Buy-back offer by externally-administered company void

"206qa. Where an externally-administered company makes an offer under a buy-back scheme, the offer is void.

Effect of supervening insolvency on buy-back scheme

"206qb. (1) This section applies where, at the end of the offer period of an offer made under a buy-back scheme:

     (a) no solvency declaration by the company's directors that relates to the buy-back scheme is in force; or

     (b) unless the company is a proprietary company and no buy-back made under the buy-back scheme exceeds the 10% in 12 months

SCHEDULE 5—continued

     limit—such a declaration is in force but no auditor's report on the declaration has been sent to the company by its auditor.

"(2) This section also applies where, after the end of the offer period, but before the end of the solvency period, of an offer made under a buy-back scheme, a solvency declaration by the company's directors that relates to the buy-back scheme is revoked.

"(3) This section also applies where, during the solvency period of an offer made under a buy-back scheme:

  (a) a provisional liquidator of the company is appointed; or

  (b) a court makes an order for the winding up of the company; or

  (c) the company resolves that it be wound up; or

  (d) the company is placed under official management.

"(4) If the offer has been accepted and a binding agreement has resulted from the acceptance, the agreement is void.

"(5) Otherwise, the offer is, despite section 206fc, to be taken to have been withdrawn.

"(6) If the offer has been accepted by a person, the company must, as soon as practicable, return to the person any documents that the person sent to the company with the acceptance.

Directors to indemnify insolvent company where consideration provided, 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