s52 s53 Share buy-back

52 Company may purchase, redeem or otherwise acquire its own shares
(1) Subject to this Part and to its memorandum and articles, a company may purchase, redeem or otherwise acquire its own shares for any consideration provided that such transaction does not result in the company contravening section 60.

(2) Any shares acquired by a company are deemed to be cancelled immediately on acquisition.

53 Process for purchase redemption or other acquisition of own shares

(1) Subject to subsection (3), a company may only purchase, redeem or otherwise acquire shares issued by the company, pursuant to-

(a) an offer to all shareholders to purchase, redeem or otherwise acquire shares issued by the company that-

(i) would, if accepted, leave the relative rights of the shareholders unaffected; and

(ii) affords each shareholder a period of not less than fourteen days within which to accept the offer; or

(b) an offer to one or more shareholders to purchase, redeem or otherwise acquire shares-

(i) to which all shareholders have consented in writing; or

(ii) that is permitted by the memorandum or articles and is made in accordance with section 54.

(2) Where an offer is made in accordance with subsection (1)(a)-

(a) the offer may also permit the company to purchase, redeem or otherwise acquire additional shares from a shareholder to the extent that another shareholder does not accept the offer or accepts the offer only in part; and

(b) if the number of additional shares exceeds the number of shares that the company is entitled to purchase, redeem or otherwise acquire, the number of additional shares shall be reduced rateably.

(3) This section shall not apply to the redemption of any redeemable shares.

(4) Where a company acquires a share under the provisions of section 161-

(a) the acquisition is deemed not to be a distribution for the purposes of section 50 or section 120 (as the case may be); and

(b) this section and section 54 do not apply.

54 Offer to one or more shareholders

(1) A company shall not make an offer to one or more shareholders under section 53(1)(b) unless the directors have passed a resolution stating that, in their opinion-

(a) the purchase, redemption or other acquisition is to the benefit of the remaining shareholders; and

(b) the terms of the offer and the consideration offered for the shares are fair and

reasonable to the company and to the remaining shareholders.

(2) A resolution passed under subsection (1) shall set out the reasons for the directors’ opinion.

(3) The directors shall not make an offer to one or more shareholders under section 53(1)(b) if, after the passing of a resolution under subsection (1) and before the making of the offer, they cease to hold the opinions specified in subsection (1).

(4) A shareholder may apply to the Court for an order restraining the proposed purchase, redemption or other acquisition of shares under section 53(1)(b) on the grounds that-

(a) the purchase, redemption or other acquisition is not in the best interests of the remaining shareholders; or

(b) the terms of the offer and the consideration offered for the shares are not fair and reasonable to the company or the remaining shareholders.