Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p167
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 167/212)
Character Range: 437340–440049

for the purposes of the meeting.

Resolution to approve proposed buy-back scheme

"206gc. (1) A resolution of a company that is passed at a meeting and approves a proposed buy-back scheme complies with this section if, and only if:

  (a) every notice of the meeting sent to a person entitled to vote on

SCHEDULE 5—continued

     the resolution set out, or was accompanied by a notice setting out:

       (i) the intention to propose the resolution; and

      (ii) the matters required by section 206gd; and

  (b) the resolution complies with subsection (2) of this section.

  "(2) The resolution must specify:

     (a) the latest date that the proposed buy-back offers may have for the purposes of subsection 206fb (5), being a date at most 12 months after the day on which the resolution is passed; and

     (b) the minimum period, being at least one month and at most 6 months, during which the offers are to remain open unless they are withdrawn; and

     (c) the consideration, or each alternative consideration included in the consideration, as the case requires, that under each of the offers is to be provided for the buy-back of each share to which the offer relates; and

     (d) the proportion to be specified in the offers for the purposes of subsection 206fb (11).

"(3) A resolution may specify a consideration under paragraph (2) (c) as a consideration to be determined by the directors, being:

     (a) not less than a minimum consideration specified in the resolution; and

  (b) not more than a maximum consideration so specified.

"(4) A resolution may specify a consideration under paragraph (2) (c) or (3) (a) or (b) as a consideration to be determined by the directors in a manner specified in the resolution.

"(5) A resolution of a company to approve a proposed buy-back scheme may require specified terms to be included in the proposed buy-back offers.

Notice of resolution to approve proposed buy-back scheme

  "206gd. (1) A notice that:

     (a) sets out the intention to propose a resolution to approve a proposed buy-back scheme; and

   (b) is sent to a person entitled to vote on the resolution;

must comply with this section.

"(2) It must set out the text of the proposed resolution and full particulars of such of the terms of the proposed buy-back offers as are not specified in the resolution.

"(3) It must set out the reasons why the buy-back scheme is being proposed and the facts and principles underlying those reasons.

SCHEDULE 5—continued

  "(4) It must set out the takeover aspects of the proposed resolution.

"(5) It must set out what the directors consider will be the likely effect on the company's state of affairs if the offers are made and