Section 65 — Companies Act 1993: Stock exchange acquisitions not subject to prior notice to shareholders

65 Stock exchange acquisitions not subject to prior notice to shareholders (1) The board of a company may acquire shares on a stock exchange from its shareholders if the following conditions are satisfied: (a) That, prior to the acquisition, the board of the company has resolved— (i) That the acquisition in question is in the best interests of the company and the shareholders; and (ii) That the terms of and consideration for the acquisition are fair and reasonable to the company; and (iii) That it is not aware of any information that is not available to shareholders— (A) That is material to an assessment of the value of the shares; and (B) As a result of which the terms of and consideration for the acquisition are unfair to shareholders from whom any shares are acquired; and (b) That the number of shares acquired together with any other shares acquired under this section in the preceding 12 months does not exceed 5 percent of the shares in the same class as at the date 12 months prior to the acquisition of the shares. (2) Within 10 working days after the shares are acquired, the company must send to each stock exchange on which the shares of the company are listed a notice containing the following particulars: (a) The class of shares acquired: (b) The number of shares acquired: (c) The consideration paid or payable for the shares acquired: (d) If known to the company, the identity of the seller and, if the seller was not the beneficial owner, the beneficial owner. (2A) Within 3 months after the shares are acquired, the company must send to each shareholder a notice containing the particulars referred to in subsection (2) of this section. (2B) Acquisitions may be made under subsection (1) of this section by any director or employee of the company who is authorised to do so by the resolution of the board under that subsection. (3) If a company fails to comply with subsection (2) or subsection (2A) of this section,— (a) The company commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act; and (b) Every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1) of this Act. Subsection (2) was substituted, and subsections (2A) and (2B) were inserted, as from 1 July 1994, by section 11(1) Companies Act 1993 Amendment Act 1994 (1994 No 6). Subsection (3) was amended, as from 1 July 1994, by section 11(2) Companies Act 1993 Amendment Act 1994 (1994 No 6) by inserting the words “ or subsection (2A) ” .