Section 69 — Companies Act 1993: Redemption at option of company

69 Redemption at option of company (1) A company must not exercise an option to redeem shares unless— (a) The option is exercised in relation to all shareholders of the same class and in a manner that will leave unaffected relative voting and distribution rights; or (b) The option is exercised in relation to one or more shareholders and— (i) All shareholders have consented in writing; or (ii) The option is expressly permitted by the constitution and is exercised in accordance with the procedure set out in section 71 of this Act. (2) A company must not exercise an option to redeem shares unless, before the exercise of the option, the board of the company has resolved— (a) That the redemption of the shares is in the best interests of the company; and (b) The consideration for the redemption of the shares is fair and reasonable to the company. (3) The resolution must set out in full the grounds for the director's conclusions. (4) The directors who vote in favour of a resolution required by subsection (2) of this section must sign a certificate as to the matters set out in that subsection and may combine it with the certificate required by section 70 of this Act and any certificate required by section 71 of this Act. (5) A company must not exercise an option to redeem shares under subsection (1) of this section if, after the passing of a resolution under that subsection and before the exercise of the option to redeem the shares, the board ceases to be satisfied that— (a) The redemption of the shares is in the best interests of the company; or (b) The consideration for the exercise of the option is fair and reasonable to the company. (6) Every director who fails to comply with subsection (4) of this section commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act.