Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p168
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 168/212)
Character Range: 439819–442485

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 all are accepted.

"(6) It must set out a copy of a solvency declaration by the directors that relates to the proposed buy-back scheme and was made within 7 days before the day on which the notice is prepared.

"(7) It must state whether or not there are, at the time when it is prepared, partly-paid shares in the company that are in the same class as the shares to which the proposed buy-back offers relate and, if there are, the notice must set out:

  (a) how many such partly-paid shares there are at that time; and

     (b) the total of all amounts (including amounts of premium) that at that time remain unpaid on such partly-paid shares.

"(8) It must set out, in relation to each person who, at the time when the notice is prepared, is a director of the company or is associated with such a director:

  (a) whether or not the person intends at that time, if:

         (i) the resolution is passed in a form not substantially different from that set out in the notice; and

      (ii) buy-back offers are made under the resolution; and

         (iii) the person holds shares in the company when the offers are made;

     to accept the offer made to the person under the buy-back scheme; or

     (b) if the person has not decided whether or not the person so intends—that the person has not so decided.

"(9) It must set out all other information that is known to any of the directors and may reasonably be expected to influence a person in deciding whether or not to vote in favour of the resolution.

"(10) The notice must be the same as each of the other notices of the kind referred to in subsection (1) that relate to the resolution, disregarding the fact that the first-mentioned notice is sent to a different person.

"Subdivision H—Employee-shares Purchases

Approval by ordinary resolution

"206ha. If the buy-back is an employee-shares purchase and exceeds the 10% in 12 months limit, the next conditions are:

SCHEDULE 5—continued

  (a) that:

         (i) if the company has an approving holding company or approving holding companies—the company, and that holding company or those holding companies, have each; or

       (ii) otherwise—the company has;

     approved the buy-back by an ordinary resolution passed at a meeting of the company or holding company held before the agreement constituting the buy-back is entered into; and

     (b) that each of the resolutions, or the resolution, as the case