Section 453 of The Companies Act No. 17 of 2015: Resolution approving off-market purchase: disclosure of details of contract
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to make a purchase under section 451.
(2) The company shall ensure that a copy of the relevant contract (if it is inwriting) or a memorandum setting out its terms (if it is not in writing) is made available to its member of the company—
(a) in the case of a written resolution—by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to the member;
(b) in the case of a resolution passed at a meeting — by being made available for inspection by members of the company both—
(i) at the company's registered office for not less than fourteen days ending with the day before the date of the meeting; and (ii) at the meeting itself.
(3) The company shall include in a memorandum of contract terms that are made available to the members of the company the names of the members holding shares to which the contract relates.
(4) The company shall attach to the copy of the contract made available to the members of the company a written memorandum specifying such of those names as do not appear in the contract itself.
(5) A resolution to which this section applies is not validly passed if the requirements of this section are not complied with.
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- Section 454 - Variation of contract for off-market purchase
(1) A company may agree to a variation of a contract approved under section451 only if the variation is approved in advance in accordance with this section.
(2) The terms of the variation have effect...
- Section 455 - Resolution approving variation: exercise of voting rights
(1) This section applies to a resolution passed by a company to confer, vary, revoke or renew an approval to vary a contract under section 454.
(2) If the resolution is proposed as a written...
- Section 456 - Resolution approving variation: disclosure of details of variation
(1) This section applies to a resolution passed by a company under section 454.
(2) The company shall ensure that a copy of the proposed variation (if it is inwriting) or a written memorandum giving...
- Section 457 - Release of company’s rights under contract for off-market purchase
(1) An agreement by a company to release its rights under a contract approvedunder section 451 is void unless the terms of the release agreement are approved in advance in accordance with this...
- Section 458 - Approval for company to make market purchase
(1) A company may make a market purchase of its own shares only if the purchase has been approved by a resolution of the company.
(2) Such an approval—
(a) can be general or limited to the purchase...
- Section 459 - Copy of contract or memorandum to be available for inspection
(1) This section applies to a company that has entered into—
(a) a contract approved under section 451; or
(b) a contract for a purchase approved under section 458.
(2) The company shall keep...
- Section 460 - Enforcement of right to inspect copy or memorandum
(1) If a company fails to comply with a requirement of section 459, the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a fine not...
- Section 461 - Company’s right to purchase own shares not assignable
The rights of a company under a contract authorised under section 451 or 458 are not capable of being assigned.
- Section 462 - Payments apart from purchase price to be made out of distributable profits
(1) A payment made by a company in consideration of—
(a) acquiring any right with respect to the purchase of its own shares under a contingent purchase contract approved under section 451;
(b) the...
- Section 463 - How shares purchased are to be treated
If a limited company makes a purchase of its own shares in accordance with this Division, then—
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- Section 464 - Return of purchase of own shares to be lodged with Registrar
(1) Within fourteen days after a company purchases shares under this Division, it shall lodge with the Registrar for registration a return that complies with subsections (2) to (4).
(2) The return...
- Section 465 - Notice to Registrar of cancellation of shares
(1) If, on the purchase by a company of any of its own shares in accordance with this Part—
(a) section 526 does not apply (so that the shares are treated as cancelled); or
(b) that section applies...
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- Section 470 - Determination of available profits
(1) The available profits of the company are determined as follows—
(a) first—
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(1) Within the seven days immediately after the date of the resolution undersection 474, the company shall cause to be published in the Gazette a notice—
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- Section 478 - Company to make directors’ statement and auditor’s report to be available for inspection
(1) A company that passes a resolution in accordance with section 475 shall ensure that the directors’ statement and auditor’s report required by section 472 are kept available for inspection...
- Section 479 - Objection to payment by members or creditors: application to the Court to cancel resolution
(1) If a private company passes a special resolution approving a payment out of capital for the redemption or purchase of any of its shares—
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(1) In this section, “capital redemption reserve”, in relation to a company, means the reserve referred to in subsection (2).
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(1) A public company may make a distribution only—
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(1) If a document produced to a company is by law sufficient evidence of thegrant of—
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(1) A company shall, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery—
(a) the...