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The Companies Act 2006 (Amendment of Part 18) Regulations 2013

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Authority for off-market purchase for an employees’ share scheme

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7.  After section 693 of the Act, insert—

“693A    Authority for off-market purchase for the purposes of or pursuant to an employees’ share scheme

(1) A company may make an off-market purchase of its own shares for the purposes of or pursuant to an employees’ share scheme if the purchase has first been authorised by a resolution of the company under this section.

(2) That authority—

(a)may be general or limited to the purchase of shares of a particular class or description, and

(b)may be unconditional or subject to conditions.

(3) The authority must—

(a)specify the maximum number of shares authorised to be acquired, and

(b)determine both the maximum and minimum prices that may be paid for the shares.

(4) The authority may be varied, revoked or from time to time renewed by a resolution of the company.

(5) A resolution conferring, varying or renewing authority must specify a date on which it is to expire, which must not be later than five years after the date on which the resolution is passed.

(6) A company may make a purchase of its own shares after the expiry of the time limit specified if—

(a)the contract of purchase was concluded before the authority expired, and

(b)the terms of the authority permitted the company to make a contract of purchase that would or might be executed wholly or partly after its expiration.

(7) A resolution to confer or vary authority under this section may determine the maximum or minimum price for purchase by—

(a)specifying a particular sum, or

(b)providing a basis or formula for calculating the amount of the price (but without reference to any person’s discretion or opinion).

(8) Chapter 3 of Part 3 (resolutions affecting a company’s constitution) applies to a resolution under this section.”.

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