The Companies (Acquisition of Own Shares) (Treasury Shares) No. 2 Regulations 2003

Amendment and operation of section 89

2.—(1) In section 89 of the 1985 Act (offers to shareholders to be on a pre-emptive basis(1), for section 89(6) substitute—

“(6) Where a company holds relevant shares as treasury shares—

(a) for the purposes of subsections (1) and (2), the company is not a “person who holds relevant shares”; and

(b) for the purposes of subsection (1), the shares held as treasury shares do not form part of “the aggregate of relevant shares and relevant employee shares”.”.

(2) Where—

(a) a company holds relevant shares as treasury shares, and

(b) immediately before these regulations came into force, its memorandum or articles included a provision that met the requirements of subsection (2) of section 89 of the 1985 Act,

that provision shall have effect as if it had been modified so as to comply with the requirements of that subsection as it has effect after these Regulations came into force.

(1)

Section 89(6) was inserted by paragraph 4 of the Schedule to the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (S.I. 2003/1116).