Companies Act 1993

Shares and debentures - Company may acquire its own shares

64: Disclosure document

You could also call this:

“Company must provide information about its plan to buy its own shares”

A disclosure document is a special paper that the company must prepare when it wants to buy its own shares. This document needs to tell you several important things:

It will say how many shares, at most, the company’s board has decided to buy. You can find more about this in [section 63(1)].

The document will explain what kind of offer the company is making and what the terms of this offer are.

If any of the company’s directors have a special interest in the shares that might be bought, the document will tell you about this.

The document will show you the exact words of the decision made by the board to buy the shares. This comes from [section 63(1)]. It will also give you extra information to help you, as a shareholder, understand what this purchase means for you and the company.

One thing to note: the document doesn’t have to tell you how much money the board plans to offer for the shares.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320192.

Topics:
Business > Industry rules
Business > Fair trading

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Part 6 Shares and debentures
Company may acquire its own shares

64Disclosure document

  1. For the purposes of section 63, a disclosure document is a document that sets out—

  2. the maximum number of shares that the board has resolved to acquire under section 63(1); and
    1. the nature and terms of the offer; and
      1. the nature and extent of any relevant interest of any director of the company in any shares that may be acquired; and
        1. the text of the resolution required by section 63(1), together with such further information and explanation as may be necessary to enable a reasonable shareholder to understand the nature and implications for the company and its shareholders of the proposed acquisition.
          1. Nothing in subsection (1) requires the disclosure of the consideration the board proposes to offer to acquire the shares.