Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p158
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 158/212)
Character Range: 415065–417796

any other rules, regulations or by-laws:

       (i) made by the securities exchange; or

      (ii) made by another person and adopted by the securities exchange;

'securities exchange' means the Exchange or a body corporate (wherever incorporated) that is declared by the regulations to be a securities exchange for the purposes of this Division;

'seller's claim', in relation to a company, means a claim in respect of obligations of the company under an agreement constituting a buy-back by the company;

'share invitation', in relation to a body corporate, means an invitation to apply or offer to subscribe for or buy ordinary shares in the body that is issued by the body or on its behalf;

'share offer', in relation to a body corporate, means an offer of ordinary shares in the body for subscription or purchase that is made by the body or on its behalf;

'shares', in Subdivision F, has a meaning affected by section 206fa;

'solvency declaration' has the meaning given by section 206bh;

'solvency period', in relation to an offer made under a buy-back scheme, means the period beginning at the start of the offer period and ending when the company first provides consideration that it is to provide under an agreement resulting from the acceptance of an offer made under the buy-back scheme;

'solvent', in relation to a company, means able to pay all its debts as and when they become due and payable;

'takeover aspects' has the meaning given by section 206bf;

'terms' includes conditions;

'trading day', in relation to a securities exchange, means a day on which a stock market of the securities exchange is open for trading in securities;

'transfer' has a meaning affected by section 206bl.

What constitutes buying back shares

"206bc. Where a company buys shares in itself, it is taken to buy back the shares.

SCHEDULE 5—continued

The 10% in 12 months limit

"206be. A buy-back of shares exceeds the 10% in 12 months limit if, and only if, the number worked out using the following formula exceeds 10:
Buy-backs × 100
(Initial shares + New issues – Cancelled shares)

where:

'Buy-backs' means the aggregate nominal value of all ordinary shares that the company bought back during the period of 12 months ending on the day of the first-mentioned buy-back;

'Initial shares' means the aggregate nominal value of all the issued ordinary shares, as at the start of that period, in the company;

'New issues' means the aggregate nominal value of all ordinary shares that the company issued during that period;

'Cancelled shares' means the aggregate nominal value of all ordinary shares in the company that were cancelled during that period otherwise than by force of subsection 206pc (1).

Takeover aspects of