Ireland · The public limited company

A PLC acquiring its own shares, re-allotting treasury shares and making a distribution

the Companies Act 2014 · sections 1071, 1073 to 1076 and 1078 to 1084

The authority for a buy-back is time limited and the limit is 18 months. Any authority granted under section 1075(1) or (2) must specify the date on which it is to expire, and that date may not be later than 18 months after the date on which the special resolution granting it was passed (section 1075(4)). A PLC may not make a market purchase or an overseas market purchase of its own shares unless the purchase has first been authorised by ordinary resolution as section 1074(1) requires, and that authority must specify the maximum number of shares and determine both the maximum and minimum prices (section 1074(4)).

Overseas purchases carry a publication duty measured in trading days. The PLC must publish, on its website or in any other prescribed manner, for a continuous period of not less than 28 days beginning on the next day on which the market concerned is open for business, the information section 1080(2) lists for total purchases on each such day, including the date, the price or the highest and lowest prices paid, the number of shares and the market.

Section 1071 adds requirements to those in sections 105 and 106 where the consideration for an acquisition by a PLC of its own shares is of the kind section 1071(1)(a) describes. Neither paragraph (a) nor paragraph (b) of section 105(4) confers authority for a purchase by a PLC of its own shares, so such a purchase requires its own authority (section 1073). Section 1076(2) permits a release of a right under a contract authorised under section 1074 or 1075 only where the release has itself been authorised as that subsection requires.

Sections 1078 to 1081 govern the re-allotment of treasury shares and the publication of overseas market purchases. Sections 1082 to 1084 govern distributions. A PLC may only make a distribution at a time when the amount of its net assets is not less than the aggregate of its called-up share capital and its undistributable reserves, and on the further conditions section 1082(1) sets. Uncalled share capital may not be included as an asset in any financial statement relevant for that purpose (section 1082(4)), and a PLC may not reduce its company capital below the authorised minimum (section 1084).

Files 133, 134 and 135 of the IE-COMPANY package cover this situation. File 133 works through the authority for each kind of purchase, its terms and its expiry date. File 134 works through the re-allotment of treasury shares and the publication of overseas market purchases. File 135 works through distributions by a PLC, the net assets test, the interim and initial financial statements and the authorised minimum.

This situation is covered by these files from the pack IE-COMPANY

• File 133 · A PLC's acquisition of its own shares: authority, market and off-market purchases
• File 134 · Re-allotment of treasury shares and publication of overseas market purchases
• File 135 · Distributions by a PLC and the limitation on reduction of company capital

ComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership

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