(4) A valuation report required under subsection (1) must be made by a Person registered as an auditor under these Regulations who is not:
(a) an Employee of the Company; or
(b) a partner, officer or employee of an Employee of the Company or of a partnership in which an Employee of the Company is a partner; or
(c) an officer or employee of an associated undertaking of the Company; or
(d) a partner, officer or employee of an associated undertaking of the Company or of a partnership in which an associated undertaking of the Company is a partner; or
(e) connected with the Company in a way prescribed under the Rules.
(5) The Person conducting the valuation (the valuer) may request an Employee of the Company to provide the information and explanation that the valuer considers necessary for the valuation. The Employee must comply with the request or take reasonable steps to ensure that the request is complied with.
(6) A Person must not:
(a) make a statement, or give information, to the valuer (whether orally, in a Document or in any other way) that is false or misleading in a material particular; or
(b) give a Document to the valuer that is false or misleading in a material particular; or
(c) conceal information if the concealment is likely to mislead or deceive the valuer.
(7) Contravention of subsection (5) or (6) is punishable by a fine.
(8) For this section:
(a) an Allotment is in connection with a Share exchange if the consideration for the Allotment is the transfer of Shares in another Body Corporate or the cancellation of Shares in another Body Corporate, and the Allotment is open to all holders (or all of a particular class of holders) of Shares in the other Body Corporate; and
(b) an Allotment is in connection with a proposed merger of a Company with another Body Corporate, if the Company proposes to acquire all the assets and Liabilities of the other Body Corporate in exchange for the issue of its Shares or other Securities to the shareholders or members of the other Body Corporate.
It is unlawful for a Company to issue bearer Shares. Any Shares issued by a Company that purport to be bearer Shares are void.
48. Shareholders’ pre-emption rights
(1) Subject to section 49 (Exceptions of pre-emption right), a Company must not allot Equity Securities to a Person on any terms unless:
(a) it has made an offer to each Person who holds Equity Securities to allot to the Person, on the same or more favourable terms, a proportion of the Equity Securities that is as nearly as practicable equal to the proportion of the Equity Securities held by the Person in the Company’s share capital; and
(b) the period during which any offer may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer made.
(2) For purposes of subsection (1), the Company allots Equity Securities if it:
(a) grants a right to subscribe for, or to convert Securities into, Ordinary Shares; and
(b) sells Equity Securities in the Company that were held by the Company immediately before the sale as treasury Shares.
(3) Shares held by the Company as treasury Shares are disregarded for this section, so that the Company is not treated as a Person who holds Equity Securities and treasury Shares are not treated as forming part of the Company’s share capital.
(4) A Company’s Articles of Association may prohibit the Company from allotting Shares of a particular class in respect of an offer referred to in subsection (1)(a), unless the Company has complied with the equivalent pre-emption rights included in its Articles of Association. Subsection (1) does not apply in such circumstances and the Company may allot the Shares in accordance with those equivalent pre-emption rights, if an offer is made in accordance with subsection (5).
(5) An offer made under subsection (1)(a) or (4):
(a) may be made in hard copy or electronic form; and
(b) may, if a holder of Equity Securities has not given an address to the Company, be made by arranging for the offer, or a notice specifying where a copy of it can be obtained or inspected, to be published in the Appointed Publications; and
(c) must be open for acceptance for a period of not less than 14 days after the date:
(і) the offer is taken to have been received in accordance with the Articles of Association (or, if the Articles of Association do not contain such a provision, when the offer is reasonably expected to have been received by the offeree); or
(ii) the offer is published in the Appointed Publications.
(6) A Company does not contravene this section if:
(a) an offer has been made to holders of Equity Securities in accordance with this section; and
(b) the Company allots Equity Securities to:
(і) an existing holder of Equity Securities; or
(ii) a Person in whose favour an existing holder of Equity Securities has renounced right to the allotment.
(7) Contravention of this section is punishable by a fine.
49. Exceptions to pre-emption right
Section 48 (Shareholders’ pre-emption rights) does not apply in respect of an allotment of Equity Securities:
(a) that are bonus Shares; or
(b) that would be held under, or allotted or transferred under, an Employee Share Scheme; or
(c) that are wholly or partly Paid-up otherwise than in cash in accordance with section 45 (Non-cash consideration for Shares in Private Company) or 46 (Non-cash consideration for Shares in Public Company); or
(d) in a Private Company, to the extent that the Pre-emption right has been excluded or varied by its Articles of Association; or
(e) by any Company, to the extent that the restrictions prescribed by section 48 (Shareholders’ pre-emption rights) have been excluded or varied by Special Resolution (unless a higher threshold is required by the Articles of Association), if the Special Resolution has been recommended by the Directors of the Company in a Written statement circulated to all Shareholders that sets out:
(і) the Directors’ reasons for making the recommendation; and
(ii) the amount to be paid to the Company in respect of allotment; and
(iii) the Directors’ justification of that amount.
CHAPTER 4-PROHIBITION OF PUBLIC OFFERS BY PRIVATE COMPANIES
50. Prohibition of public offers by Private Companies
(1) A Private Company must not:
(a) make an offer of its Securities to the public; or
(b) allot or agree to allot its Securities to any Person with a view to the Securities being offered to the public.
(2) Unless the contrary is proved, an allotment or agreement to allot Securities is presumed to be made with a view to such Securities being offered to the public if an offer of the Securities (or any of them) is made to the public:
(a) within 6 months after the allotment or agreement to allot; or
(b) before the receipt by the Company of the whole of the consideration to be received by the Company in respect of the Securities.
(3) A Private Company does not Contravene subsection (1) if it:
(a) acts in good faith under arrangements under which it is to re-register as a Public Company before the Securities are allotted;
(b) undertakes, as part of the terms of the offer, to re-register as a Public Company within 6 months after the day the offer is first made, and the undertaking is complied with; or
(c) offers Securities by way of placement as provided in the Rules made by the AFSA; or
(d) offers, allots, or allots by agreement Debt Securities, subject to Registrar’s approval.
(4) For this section:
(a) an offer to the public includes an offer to any section of the public, however selected; and
(b) an offer is not regarded as an offer to the public if:
(і) it can be properly regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the Securities becoming available to Persons other than those receiving the offer; or
(ii) it can be properly regarded, in all the circumstances, as being made to an existing Shareholder or Employee of the Company (or a member of the Person’s immediate family), an existing holder of a Debt Security of the Company, or a trustee for any of them, and, if it is made on terms renounceable, it can only be renounced in favour of another Person who is entitled to receive that offer; or
(iii) it can be properly regarded, in all the circumstances, as being an offer for Securities to be held under an Employee Share Scheme and, if it is made on terms renounceable, it can only be renounced in favour of another Person who is entitled to receive that offer.
(5) Contravention of subsection (1) is punishable by a fine.
51. Enforcement of section 50(1) prohibition
(1) This section applies if:
(a) an application is made to the Court by a Shareholder or Creditor of a Company for an order under this section; or
(b) an application is made to the Court by a Shareholder of a Company for an order under section 175 (Orders for unfair prejudice to Shareholders); or
(c) an application is made to the Court by the Registrar for an order under this section in relation to a Company.
(2) If it appears to the Court that the Company is Contravening or is proposing to Contravene section 50(1) (Prohibition of public offers by Private Companies), the Court may order restraining the Company from Contravening or continuing to Contravene the subsection.
(3) If it appears to the Court that the Company has Contravened section 50(1), the Court may make 1 or more order sunder subsection (4).
(4) If subsection (3) applies, the Court may:
(a) order the Company to re-register as a Public Company; or
(b) if it appears to the Court that the Company does not meet the requirements for re-registration as a Public Company or it is impractical or undesirable to require the Company to re-register as a Public Company, make any of the following orders against either the Company or any Person Knowingly Concerned in the Contravention (whether or not the Person is an Officer of the Company):
(і) a remedial order to put an affected party back in the position that the party would have been in apart from the Contravention;
(ii) without limiting subparagraph (і), an order that any Person Knowingly Concerned in the Contravention must offer to purchase Securities at the price and on the other terms the Court considers appropriate;
(iii) if a remedial order is made against the Company—an order that the Company’s share capital be reduced accordingly;
(iv) an order that the Company be subject to a compulsory winding up;
(v) any other order the Court considers appropriate.
(5) In this section:
affected party means a Shareholder or Creditor of the Company.
CHAPTER 5-REGISTERS OF SHAREHOLDERS AND DEBT SECURITY HOLDERS AND SHARE CERTIFICATES
52. Register of Shareholders
(1) A Company must establish and maintain a Register of Shareholders. An election may be made in relation to a Private Company for the information, which otherwise would require to be kept in the Register of Shareholders, to be kept by the Registrar.
(2) The Company must promptly enter the following in the Register of Shareholders:
(a) the names and addresses of its Shareholders, together with a statement of the Shares held by each Shareholder, distinguishing each Share by its number (if the Share has a number) and, if the Company has 2 or more classes of issued Shares, by its class;
(b) the date each Shareholder was registered as a Shareholder;
(c) the date any Person ceased to be a Shareholder;
(d) the date the number of Shares held by any Shareholder increased or decreased;
(e) for Shares that are not fully paid—the amount remaining unpaid on each Share;
(f) for joint holders of Shares in a Company—unless otherwise provided in its Articles of Association, the following:
(і) the names of each joint holder;
(ii) the nominee Shareholder for the purposes of voting;
(iii) a nominated single address to which all communications required to be sent to a Shareholder can be sent.
(3) Contravention of subsections (1) and (2) is punishable by a fine.
(4) A Private Company may make an election to keep information in the Register kept by the Registrar.
(5) An election may be made under this section by:
(a) the applicant wishing to incorporate a Private Company under these Regulations; or
(b) the Private Company itself once it is incorporated.
(6) In paragraph (b) of subsection (5), the election is of no effect, without prior agreement of all the Shareholders of the Private Company at the particular time to the making of the election.
(7) An election under this section is made by giving notice of election to the Registrar.
(8) If the notice is given by Person(s) wishing to incorporate a Private Company:
(a) it must be given together with the application for the incorporation under section 13; and
(b) it must be accompanied by a statement containing all the information under subsection (2).
(9) If the notice is given by the Private Company, it must be accompanied by:
(a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and
(b) a statement containing all the information that is required under subsection (2) to be contained in the Private Company's Register of Shareholders as at the date of the notice in respect of matters that are current as at that date.
(10) An election made under subsection (4) takes effect when the notice of election is registered by the Registrar.
(11) The election remains in force until either:
(a) the Private Company ceases to be a Private Company; or
(b) a notice of withdrawal sent by the Private Company under subsection (15) is registered by the Registrar, whichever occurs first.
(12) While an election under subsection (4) is in force, a Private Company must continue to keep a Register of Shareholders in accordance with subsection (2) containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Private Company does not have to update that Register to reflect any changes that occur after that time.
(13) The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.
(14) During the period when an election under subsection (4) is in force, a Private Company must deliver to the Registrar any information under subsection (2) which the Private Company would, in the absence of any such election, have been obliged under these Regulations to enter in its Register of Shareholders and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.
(15) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (4), where:
(a) the withdrawal takes effect when the notice is registered by the Registrar;
(b) the effect of withdrawal is that the Private Company's obligation under subsection (1) to maintain a Register of Shareholders applies from then on with respect to the period going forward;
(c) the Private Company must place a note in its Register of Shareholders—
(і) stating that the election under subsection (4) has been withdrawn;
(ii) recording when that withdrawal took effect; and
(iii) indicating that information about its Shareholders relating to the period when the election was in force that is no longer current, is available for public inspection in the Register kept by the Registrar.
(16) All notices and information to be delivered to the Registrar under this section must be made in Writing.
(17) Contravention of subsections (4) to (16) is punishable by a fine.
53. Register of Debt Security Holders
(1) If a Company has issued Debt Securities, it must establish and maintain a Register of Debt Security Holders.
(2) The Company must promptly enter in the Register of Debt Security Holders the name and address of, and the amount of the Debt Securities held by, each Debt Security holder.
(3) Contravention subsection (2) in relation to a Debt Security does not affect the validity of the Debt Security.
(4) Contravention of this section is punishable by a fine.
54. Transfer and registration of Shares and Debt Securities
(1) Despite anything in the Articles of Association of a Company, the Company must not register a transfer of a Share in, or Debt Security of, the Company unless it has been given a written instrument of transfer by the transferee or the transfer is in accordance with a provision of the Rules that enables title to Securities to be evidenced and transferred without a written instrument of transfer.
(2) Subject to subsection (6), the Company must promptly register a transfer of a Share in, or Debt Security of, the Company if it is permitted to register the transfer under subsection (1).
(3) Subsection (1) does not affect any power of the Company to register as a Shareholder or Debt Security holder any Person to whom the right to any Share in, or Debt Security of, the Company has been transmitted by operation of these Regulations, including under any order made by a court of competent jurisdiction.
(4) An application for the transfer of a Share or Debt Security made by the Personal Representative of a deceased Shareholder or Debt Security holder is as effective as it would been if it had been made personally by the deceased Shareholder of Debt Security holder.
(5) On the application of the transferor of a Share in or Debt Security of a Company, the Company must promptly enter in its Register of Shareholders or Register of Debt Security Holders (as the case may be) the name of the transferee in the same way and subject to the same conditions as if the application for the entry had been made by the transferee.
(6) If a Company has reasonable grounds to refuse to register a transfer of Shares in, or Debt Securities of, the Company, the Company must, as soon as reasonably practicable but within 14 days after the day the transfer was lodged with it, give the transferor and transferee Written notice of its reasons for the refusal.
(7) Contravention of this section is punishable by a fine.
55. Place where registers must be kept
(1) A Company’s Register of Shareholders and, if it has issued Debt Securities, its Register of Debt Security Holders, must be kept at its registered office.
(2) However, a register may be maintained by an agent of the Company at the premises of the agent and kept at that office, if the Company has immediate access to the register. If the register is maintained by an agent of the Company at the premises of the agent and not in the AIFC, the Company may keep a copy of the register at its registered office and, if it does so, the Company must update the copy of the register to reflect any changes to the information contained in the register within 10 days after the day the register is changed by the agent.
(3) Contravention of this section is punishable by a fine.
(1) A Company must ensure that its Register of Shareholders and its Register of Debt Security Holders (if any) are open for inspection by, respectively, any Shareholder or Debt Security holder of the Company during business hours without charge, and, if the Company is a Public Company, by any other Person on application under subsection (3) and on payment of the reasonable amount (if any) required by the Company, at the registered office of the Company or, if the register is maintained at the office of an agent and the office is in the AIFC, at the office of the agent.
(2) However, if a register mentioned in subsection (1) is maintained at an office of an agent of the Company and the office is outside the AIFC, the Company must keep a copy of the register at its registered office and that subsection applies to the Company as if a reference to the register were a reference to the copy kept at its registered office.
(3) An application by a Person under this subsection must be made in Writing to the Company and must include the following information:
(a) if the applicant is an individual—the applicant’s name and address;
(b) if the applicant is an organisation—the name and address of an individual responsible for making the application on behalf of the organisation;
(c) the purpose for which the information obtained is to be used;
(d) whether the information will be disclosed to any other Person and, if so:
(і) if the other Person is an individual—the individual’s name and address; and
(ii) if the other Person is an organisation—the name and address of an individual responsible for receiving the information on its behalf; and
(iii) the purpose for which the information is to be used by the other Person.
(4) If a Company refuses to allow a Person to inspect a register under subsection (1), the Registrar may, on the Person’s application, direct the Company to immediately allow the Person to inspect the register. An application made under this subsection by a Person other than a Shareholder or Debt Security holder must include the information set out in subsection (3).
(5) A Company must comply with a direction given to it under subsection (4).
(6) Contravention of subsection (1) or (5) is punishable by a fine.
57. Rectification of registers
(1) If:
(a) without reasonable excuse, the name of a Person, or the number of Shares held or the class of Shares held by a Person, is not entered correctly in, or is omitted from, a Company’s Register of Shareholders; or
(b) there is a Failure or unnecessary delay in entering in the Register of Shareholders of a Company the fact that a Person has ceased to be a Shareholder;
the Person (an aggrieved Person), or any Shareholder of the Company, may apply to the Registrar for rectification of the register.
(2) If:
(a) without sufficient reason, the name of a Person, or the number of Debt Securities held or the type of Debt Securities held by a Person, is, not entered correctly in, or is omitted from, a Company’s Register of Debt Security Holders; or
(b) there is a Failure or unnecessary delay in entering in the Register of Debt Security Holders of a Company the fact that a Person has ceased to be a Debt Security holder;
the Person (an aggrieved Person), or any Debt Security holder of the Company, may apply to the Registrar for rectification of the Register of Debt Security Holders.
(3) If the Registrar receives an application under subsection (1) or (2) in relation to a register of a Company, the Registrar may:
(a) order the Company to rectify the register; or
(b) refuse, for reasonable cause (including, for example, the existence of a dispute relating to the application or the relevant holding), to order the Company to rectify the register.
(4) A Company must not Contravene an order of the Registrar made under subsection (3)(a).
(5) Without limiting the Registrar’s powers under subsection (3), the Court may make 1 or more of the following orders:
(a) on the application of the Registrar, an order enforcing an order made by the Registrar under subsection (3)(a);
(b) on the application of an aggrieved Person in relation to a Company, or any Shareholder or Debt Security holder of a Company, an order directing the Company to rectify, or not to rectify, the Company’s Register of Shareholders or Register of Debt Security Holders or to do, or not do, anything else;
(c) on the application of an aggrieved Person in relation to a Company, an order requiring the Company to pay damages.
(6) Contravention of subsection (4) is punishable by a fine.
(1) If a Company allots any of its Shares or receives a properly completed transfer for any of its Shares, the Company must, within 14 days after the day it allots the Shares or receives the transfer, complete and have ready for delivery a certificate for all the Shares allotted or transferred, unless title to the Shares is evidenced without a written instrument in accordance the Rules.
(2) If title to the Shares or the transfer of the Shares is evidenced without a written instrument, the Company must complete the registration of the Allotment or transfer of the Shares within 14 days after the day the Company allots the Shares or receives a properly completed transfer for the Shares.
(3) Subsections (1) and (2) does not apply to a transfer of Shares if the Company is, for any reason, entitled to refuse to register the transfer and does not register the transfer.
(4) Contravention of this section is punishable by a fine.
59. Right of Public Company to request information about interests in its Shares
(1) A Public Company may give a Written notice to any Person whom it knows or has reasonable grounds to believe:
(a) is interested in the Company’s Shares; or
(b) has been interested in the Company’s Shares at any time within 3 years before the date of the notice.
(2) The notice may require the Person to confirm any interest that Person has, or has had, in the Shares and to provide the details relating to the interest that are specified in the notice.
(3) For this section, a Person has an interest in Shares of a Company if the Person:
(a) has entered into a contract to acquire the Shares; or
(b) is not the registered holder of the Shares, but is entitled to:
(і) exercise any right given by holding the Shares; or
(ii) control the exercise of any such right.
(4) If a Person Fails to comply with a notice given to the Person by a Company under subsection (1), the Company may apply to the Court for an order directing that the Shares in which the Person has an interest be subject to any 1 or more of the following restrictions:
(a) that any transfer of, or agreement to transfer, the Shares is void;
(b) that voting rights are not exercisable in respect of the Shares;
(c) that no further Shares be issued instead of the Shares or under an offer made to their holder;
(d) that, except in a liquidation, no payment be made of amounts owed by the Company on the Shares, whether in respect of capital or otherwise.
(5) On the application, the Court may make the order that the Court considers appropriate, having regard, in particular, to the rights of third parties in respect of the Shares in relation to which the application is made.
(6) Any Person whose rights are, or are likely to be, unfairly affected by an order of the Court made under subsection (5) may apply to the Court on that ground. If the Court is satisfied that the order unfairly affects the rights of the applicant or any other third party, the Court may, for the purpose of protecting the rights of the applicant or any third party, and subject to the terms that it considers appropriate, order that, to the extent stated in the order:
(a) restrictions imposed by the order under subsection (5) do not apply in relation a stated Person or Persons (or a stated category of Persons); or
(b) relevant Shares are to cease to be subject to restrictions imposed by the order under subsection (5).
(7) If there is a restriction applying in relation to Shares under an order under subsection (5) (as affected by any order made under subsection (6)), each the following are void to the extent that they Contravene the restriction:
(a) any transfer of, or agreement to transfer, the Shares;
(b) any vote cast, or any other action taken relying on a vote cast, in respect of the Shares;
(c) any issue of Shares instead of the Shares or under an offer made to their holder;
except in a liquidation, any payment made of amount owed by the Company on the Shares, whether in respect of capital or otherwise.
(8) An application may be made to the Court, by the Company concerned or any Person aggrieved, for an order directing that Shares subject to restrictions under an order under subsection (5) are to cease to be subject to the restrictions. The Court may not make the order unless:
(a) it is satisfied that the relevant facts about the Shares have been disclosed to the Company and no Person has received an unfair advantage because of the earlier Failure to make the disclosure; or
(b) the Shares are to be transferred for valuable consideration and the Court approves the transfer.
CHAPTER 6-REDEMPTION AND PURCHASE OF SHARES
60. Power to issue redeemable Shares
(1) Subject to section 61 (Power of Company to purchase its own Shares), a Company may, if authorised to do so by its Articles of Association, issue and allot, or convert existing non-redeemable shares (whether allotted or not) into, Shares that are to be redeemed, or are liable to be redeemed, either in accordance with their terms or at the option of the Company or the Shareholder.
(2) However, the Company must not convert existing non-redeemable Shares into redeemable Shares if, as a result, there are no issued Shares that are not redeemable.
(3) A Company may redeem Shares in the Company only if they are fully paid and from the following sources:
(a) for the nominal value of the Shares—from the Paid-up share capital, share premium and other reserves of the Company; and
(b) for any premium—from realised or unrealised profits, share premium or other reserves of the Company.
(4) A Company must not redeem any of its Shares unless all of the Directors sign a certificate stating that they have formed the opinion:
(a) that, immediately following the day payment for the redemption is proposed to be made, the Company will be able to discharge its Liabilities as they fall due; and
(b) that, having regard to:
(і) the prospects of the Company and to the intentions of the Directors with regard to the management of the Company’s business; and
(ii) the amount and character of the financial resources that will be available to the Company;
the Company will be able to continue to conduct its business, and discharge its Liabilities of they fall due, for 12 months immediately after the day payment for the redemption is proposed to be made.
(5) A Director must not sign a certificate under subsection (4) unless the Director has reasonable grounds for the matters stated in the certificate.
(6) Contravention of subsection (5) is punishable by a fine.
(7) If Shares are redeemed under this section, the Shares must be treated as cancelled and the amount of the Company’s share capital must be reduced by the nominal value of the Shares redeemed, unless they are held by the Company as treasury Shares.
(8) If a Company is about to redeem Shares under this section, it may issue Shares up to the value of the Shares to be redeemed, as if those Shares had never been issued.
(9) A Company must not redeem its Shares under this section if because of the redemption:
(a) there would no longer be a Shareholder of the Company holding Shares other than redeemable Shares; or
(b) the Company would cease to have the share capital required by section 43 (Minimum share capital) or any other applicable AIFC Regulations and AIFC Rules.
(10) If a Company redeems any of its Shares, the Company must, within 14 days after the day the redemption is completed, notify the Registrar of the redemption and tell the Registrar what the Company’s share capital is after completion of the redemption.
61. Power of Company to purchase its own Shares
(1) Subject to any restrictions in its Articles of Association, a Company may purchase its own Shares to the extent permitted by this section.
(2) A Company must not purchase its own shares unless the purchase is approved by:
(a) a Special Resolution, if it is an off-market purchase and the Company is not a Wholly-Owned Subsidiary; or
(b) an Ordinary Resolution, if it is a market purchase or the Company is a Wholly-Owned Subsidiary.
(3) The holders of the Shares to be purchased do not have a right to vote on the Resolution required under subsection (2). The Company must ensure that the holders of those Shares do not vote on the Resolution.
(4) A Company must not purchase its Shares under this section if:
(a) because of the purchase, there would no longer be a Shareholder of the Company holding Shares other than redeemable Shares or Shares held as treasury Shares; or
(b) the Shares are not fully paid; or
(c) the Company would cease to have the share capital required by section 43 (Minimum share capital).
(5) The provisions of section 60(4) to (5) (Power to issue redeemable Shares) apply, with any necessary changes, to the purchase by a Company under this section of its own Shares as they apply to the redemption by the Company of its redeemable Shares.
(6) If a Company purchases its own Shares, the Company must ensure that the Shares are paid for:
(a) if it is an off-market purchase—on purchase; or
(b) if it is a market purchase—in accordance with the rules of the relevant Regulated Market.
(7) If a Company proposes to purchase its own Shares, the Company must:
(a) send a copy of the contract setting out the terms for the purchase of the Shares to each Shareholder at or before the proposed Resolution approving the purchase is sent to the Shareholder; and
(b) ensure that a copy of the contract is available for inspection by Shareholders at the Company’s registered office for at least 15 days before the day of the meeting to consider the Resolution and at the meeting itself.
(8) If a Public Company purchases its own Shares, the Company must ensure that a copy of the contract setting out the terms of the purchase is kept available for inspection, at the request of any Shareholder, at the Company’s registered office for 10 years after the day the Shares are purchased.
(9) For this section:
(a) a purchase of Shares is a market purchase if it is made by a Public Company on a Regulated Market; and
(b) a purchase of Share is an off-market purchase if it is not made by a Public Company on a Regulated Market.
(10) If a Company purchases its own Shares under this section, the Company must, within 14 days after the day the purchase is completed, notify the Registrar of the purchase and tell the Registrar what the Company’s share capital is after completion of the purchase.
(11) Contravention of this section is punishable by a fine.
(12) Contravention of section 60(5) as applied by subsection (5) is punishable by a fine.
(1) A Company may hold any Shares that have been purchased by it under section 61 (Power of Company to purchase its own Shares) as treasury Shares if:
(a) there is no restriction in its Articles of Association that prohibits it from holding the Shares as treasury Shares; and
(b) it is approved by an Ordinary Resolution; and
(c) it complies with the other requirements of this section.
(2) A Company that holds Shares as treasury Shares may:
(a) cancel the Shares; or
(b) sell the Shares; or
(c) transfer the Shares for the purposes of, or under, an Employee Share Scheme; or
(d) transfer the Shares to existing Shareholders as fully paid bonus Shares; or
(e) continue to hold the Shares.
(3) If a Company cancels Shares held as treasury Shares, the amount of the Company’s share capital must be reduced by the nominal value of the cancelled Shares.
(4) While Shares are held by a Company as treasury Shares:
(a) the Company must not, for sections 95 (Meeting requests) and 98 (General provisions about meeting and votes), be treated as being a Shareholder or as holding Shares in the Company; and
(b) no voting rights (direct or through proxy) attach to the Shares held as treasury Shares; and