Own Share Purchase Out Of Profits/New Share Issue/Cash – Written Shareholders' Resolution (ESS)
This Own Share Purchase Out of Profits/New Share Issue/Cash – Written Shareholders' Resolution (ESS) reflects one of the April 2013 changes to the Companies Act 2006. With effect from 30 April 2013, companies can by ordinary resolution authorise multiple buybacks of their own shares, where the buybacks are for the purposes of an employees’ share scheme.
Please see "Own Share Purchase Out of Profits/New Share Issue/Cash – Guidance Notes" for more information.
This Own Share Purchase Out of Profits/New Share Issue/Cash – Written Shareholders' Resolution (ESS) is in open format. The document contains fields which must be completed. It also contains some wording options in square brackets which must be adjusted to suit your purposes.
The authority given by the resolution may be general or limited to the purchase of shares of a particular class or description. It may be an unconditional authority or subject to conditions.
The authority must specify the maximum number of shares authorised to be acquired and determine both the maximum and minimum prices that may be paid for the shares. This can be done by specifying a particular sum or by providing a basis or formula for calculating the amount of the price (but without reference to any person’s discretion or opinion).
The authority may be varied, revoked or from time to time renewed by a resolution of the company. 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.
The wording of the resolution must be consistent with the wording of "Own Share Purchase Out of Profits/New Share Issue/Cash – Board Resolution (ESS)".
The Circulation Date will usually be the date of the board meeting approving the circulation of the written resolution but it can be a later date. The date when the written resolution lapses must be 28 days after the Circulation Date.
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