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Companies Act 1993

Shares and debentures - Company may acquire its own shares

65: Stock exchange acquisitions not subject to prior notice to shareholders

You could also call this:

“Companies can buy shares on the stock exchange without telling shareholders first”

A company’s board can buy shares from its shareholders on a stock exchange if certain conditions are met. The board must decide that buying the shares is good for the company and shareholders, and that the deal is fair. They also must not know any important information about the shares’ value that shareholders don’t know. The company can’t buy more than 5% of that type of share in a year.

After buying shares, the company needs to tell the stock exchange within 10 working days. They must share details like what kind of shares they bought, how many, how much they paid, and who sold them if they know.

Any director or employee the board allows can buy these shares for the company.

If the company doesn’t tell the stock exchange about the shares they bought, they’re breaking the law. The company and its directors can be punished for this. The punishment for the company is in section 373(1), and for the directors in section 374(1).

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM320193.

Topics:
Business > Industry rules
Business > Fair trading
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Part 6 Shares and debentures
Company may acquire its own shares

65Stock 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:

  2. that, prior to the acquisition, the board of the company has resolved—
    1. that the acquisition in question is in the best interests of the company and the shareholders; and
      1. that the terms of and consideration for the acquisition are fair and reasonable to the company; and
        1. that it is not aware of any information that is not available to shareholders—
          1. that is material to an assessment of the value of the shares; and
            1. as a result of which the terms of and consideration for the acquisition are unfair to shareholders from whom any shares are acquired; and
          2. that the number of shares acquired together with any other shares acquired under this section in the preceding 12 months does not exceed 5% of the shares in the same class as at the date 12 months prior to the acquisition of the shares.

            1. 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:

            2. the class of shares acquired:
              1. the number of shares acquired:
                1. the consideration paid or payable for the shares acquired:
                  1. if known to the company, the identity of the seller and, if the seller was not the beneficial owner, the beneficial owner.

                    1. Repealed

                    2. Acquisitions may be made under subsection (1) 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),—

                    4. the company commits an offence and is liable on conviction to the penalty set out in section 373(1); and
                      1. every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1).

                        Notes
                        • Section 65(2): replaced, on , by section 11(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                        • Section 65(2A): repealed, on , by section 4(1) of the Companies Amendment Act (No 2) 2012 (2012 No 60).
                        • Section 65(2B): inserted, on , by section 11(1) of the Companies Act 1993 Amendment Act 1994 (1994 No 6).
                        • Section 65(3): amended, on , by section 4(2) of the Companies Amendment Act (No 2) 2012 (2012 No 60).