§ 79 After Clause 45, insert the following new Clause:
§ ("Contingent purchase contracts.
§ .—(1) This section applies to the purchase by a company of its own shares in pursuance of a contract relating to any of its shares—
- (a) which does not amount to a contract to purchase those shares; but
- (b) under which the company may (subject to any conditions) become entitled or obliged to purchase those shares;
§ (2) A company may only make a purchase of its own shares in pursuance of a contingent purchase contract if the contract is approved in advance in accordance with subsection (3) below.
§ (3) The terms of the proposed contract must be authorised by a special resolution of the company before the company enters into the contract, and subsections (5) to (12) of section 45 of this Act shall apply in relation to the authority for a proposed contingent purchase contract and the variation of an existing contingent purchase contract respectively as they apply in relation to the authority for a proposed contract of purchase and the variation of an existing contract of purchase.").
§ Lord Mackay of Clashfern
My Lords, I beg to move that this House doth agree with the Commons in their Amendment No. 79.
§ Moved, That this House doth agree with the Commons in the said amendment.—(Lord Mackay of Clashfern.)991
§ As an amendment to Amendment No. 79:
§ 79A Subsection (2), at end insert ("and if the directors make in advance a statutory declaration:
- (a) containing particulars of the name of the member from whom the shares are to be purchased, the price to be paid, the other terms of the contract and such other particulars as may be prescribed; and
- (b) stating that they have formed the opinion that the contingent purchase contract is required for the purpose of pursuing the interests of the company, giving the reasons for that opinion.
§ A statutory declaration required by this subsection shall be delivered to the Registrar of Companies; and subsections (6) and (7) of section (Provisions supplementary to section [Relaxation of section 42 restrictions for private companies]) shall apply to this subsection as they apply to subsection (5) of that section.").
§ Moved, That this House doth agree with the said amendment to the Commons Amendment No. 79.—(Lord Bruce of Donington.)
§ On Question, amendment to the amendment negatived.
Lord Bruce of Donington
My Lords, before we proceed to the next amendment I wonder whether we could know what has happened to Amendment No. 76, which appears to be missing. The numbering runs directly from No. 75 to No.77.
§ The Deputy Speaker (Baroness White)
My Lords, we moved Nos. 75 to 78 en bloc. We are now dealing with Amendments Nos. 79B and 79C.
§ Lord Denham
My Lords, I think there is a slight quandary here because No. 76 seems to be missing from the list of amendments. I do not think it exists.
The Deputy Speaker
We are now considering Amendments Nos. 79B and 79C. Is it proposed to move those two amendments?
§ As amendments to Amendment No. 79:
79B Subsection (3), at end insert—
("(4) Subsection (10) of section 45 of this Act shall for the purposes of this section apply in relation to that authority with the addition after paragraph (b) of the words: "and for inspection by employees of the company both at the registered office of the company for not less than the said period and at each place from which the work of its employees is administered.".").
79C Subsection (3), at end insert—
("(4) Notwithstanding subsections (1), (2) and (3) above it shall not be lawful for a company to buy:
(5) In determining whether an offence has been committed under subsection (4) above, subsections (3) and (4) of that section shall apply to that subsection as they do to that section.
(6) In this section, "relevant shares" has the same meaning as in subsection (2)(a) of that section".).
§ Moved, That this House doth agree with the said amendments to the Commons Amendment No. 79.—(Lord Bruce of Donington.)
§ On Question, amendments to the amendment negatived.
§ On Question, Motion agreed to.