Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p166
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 166/212)
Character Range: 434976–437578

is, except for the purposes of subsection 206fb (11) and this section, to be taken always to have related to, to relate to, and to have been accepted in relation to, a number of shares in the company equal to the sum of:

     (e) the number of shares of which the proportion to which the offer relates consists; and

   (f) the number of shares in that odd lot.

Odd lots to be disregarded for purposes of 10% in 12 months limit

"206fe. (1) This section applies where, because of section 206fd, an offer made by a listed body under a buy-back scheme is taken to have been accepted in relation to a number of shares in the body equal

SCHEDULE 5—continued

to the sum of a particular number of such shares and the number of shares in an odd lot of such shares.

"(2) In determining whether or not a buy-back made under the buy-back scheme exceeds the 10% in 12 months limit, the odd lot is to be taken not to have been bought back.

"Subdivision G—Approval of Buy-back Schemes by Ordinary Resolution

When approval required

  "206ga. If the buy-back is made under a buy-back scheme and:

     (a) if the company is a proprietary company—the buy-back exceeds the 10% in 12 months limit; or

     (b) in any case—at the time when the first offer was made under the buy-back scheme, at least one of the company's directors was aware of:

         (i) a proposal by a person to make a takeover bid in relation to shares in the company; or

         (ii) a takeover bid that had been made by a person in relation to shares in the company and offers under which remained open at that time;

the next condition is that the buy-back offers were made under an ordinary resolution of the company.

Buy-back offers made under a resolution

"206gb. Buy-back offers are made under a particular resolution if, and only if:

  (a) the resolution:

         (i) approves the buy-back scheme constituted by the offers; and

      (ii) complies with section 206gc; and

         (iii) was passed at a meeting held before the first offer was made under the buy-back scheme; and

  (b) the offers are in accordance with the resolution; and

     (c) such of the terms of the offers as are not specified in the resolution are not materially different from the terms particulars of which were specified under subsection 206gd (2) in notices relating to the resolution that were sent 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)