Company Law Bill [HL]

moved Amendment No. A79:"After Clause 568, insert the following new clause—" ““POWER OF COMPANY TO PURCHASE OWN SHARES    For section 162 of the Companies Act 1985 (c. 6) (power of company to purchase own shares) substitute— ““162   POWER OF COMPANY TO PURCHASE OWN SHARES (1)   A limited company having a share capital may purchase its own shares (including any redeemable shares), subject to— (a)   the following provisions of this Chapter, and (b)   any restriction or prohibition in the company’s articles. (2)   A limited company may not purchase its own shares if as a result of the purchase there would no longer be any issued shares of the company other than redeemable shares or shares held as treasury shares. 162ZA   PAYMENT FOR PURCHASE OF OWN SHARES (1)   A limited company may not purchase its own shares unless they are fully paid. (2)   Where a limited company purchases its own shares, the shares must be paid for on purchase. 162ZB   FINANCING OF PURCHASE OF OWN SHARES (1)   A limited company may only purchase its own shares out of— (a)   distributable profits of the company, or (b)   the proceeds of a fresh issue of shares made for the purpose of financing the purchase. (2)   Any premium payable on the purchase by a limited company of its own shares must be paid out of distributable profits of the company, subject to the following provision. (3)   If the shares to be purchased were issued at a premium, any premium payable on their purchase by the company may be paid out of the proceeds of a fresh issue of shares made for the purpose of financing the purchase, up to an amount equal to— (a)   the aggregate of the premiums received by the company on the issue of the shares purchased, or (b)   the current amount of the company’s share premium account (including any sum transferred to that account in respect of premiums on the new shares), whichever is the less. (4)   The amount of the company’s share premium account is reduced by a sum corresponding (or by sums in the aggregate corresponding) to the amount of any payment made under subsection (3). (5)   Subsections (1) and (2) are subject to— section 171 (private companies purchasing shares out of capital), and section 178(4) (terms of purchase enforceable in a winding up). 162ZC   TREATMENT OF SHARES PURCHASED (1)   Where a limited company makes a purchase of its own shares and— (a)   the shares are qualifying shares, and (b)   the purchase is made out of distributable profits, section 162A (treasury shares) applies to the shares purchased. (2)   For the purposes of this Chapter ““qualifying shares”” are shares that— (a)   are included in the official list in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000, (b)   are traded on the market known as the Alternative Investment Market established under the rules of the London Stock Exchange plc, (c)   are officially listed in an European Economic Area state, or (d)   are traded on a regulated market. In paragraph (a) ““the official list”” has the meaning given in section 103(1) of the Financial Services and Markets Act 2000. (3)   In any other case where a limited company makes a purchase of its own shares— (a)   the shares are treated as cancelled, and (b)   the amount of the company’s issued share capital is diminished by the nominal value of the shares accordingly.”””” On Question, amendment agreed to. Clause 569 [Statement of capital on disclosure by company of purchase etc of own shares]: [Amendment Nos. A80 and A81 not moved.] Clause 569 agreed to. Clause 570 agreed to. Clause 571 [Power of private companies to redeem or purchase own chares out of capital]: