Section 54
of International Business Companies Order, 2000
Section 54
(1)
Subject to any relevant modification, an IBC may purchase, redeem or otherwise acquire and hold its own shares, either by using surplus or in exchange for newly issued shares of equal value.
(2)
Subject to subsection (1), an IBC may not purchase, redeem or otherwise acquire its own shares without the consent of the member who holds the shares unless the IBC is permitted to purchase, redeem or otherwise acquire the shares without that consent by virtue of –
(a)
the provisions of the Memorandum or Articles;
(b)
the designations, powers, preferences, rights, qualifications, limitations and restrictions with which the shares were issued; or
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
59
BLUV as at 20th June 2017
(c)
the subscription agreement for the shares.
(3)
Subject to subsection (4), no purchase, redemption or other acquisition permitted under subsection (1) may be made unless the directors, following due enquiry made by them, determine that, immediately after the purchase, redemption or other acquisition, the solvency conditions will be fulfilled, and, in the absence of fraud, the decision of the directors as to the realisable value of the assets of the IBC is conclusive for this purpose, except in so far as a question of law may be involved.
(4)
A determination by the directors under subsection (3) shall not be required where shares are purchased, redeemed or otherwise acquired –
(a)
pursuant to a right of a member to have his shares redeemed or to have his shares exchanged for money or other property in the IBC;
(b)
by virtue of such a transfer of capital as is referred to in section 56(1)(b);
(c)
by virtue of the provisions of section 130; or
(d)
pursuant to an order of the Court.
(5)
Subject to any relevant modification, shares that an IBC purchases, redeems or otherwise acquires may be cancelled or held as treasury shares, except that, if the purchase, redemption or other acquisition would (apart from this subsection) result in a reduction in capital in a manner that would be a contravention of the requirements of section 56(2), the shares shall be cancelled but available for reissue.
(6)
Upon the cancellation of a share under subsection (5), the capital of the IBC shall be reduced by the amount included with respect to that share.
(7)
Subject to this Order, an IBC may purchase, redeem or otherwise acquire its own shares at a price lower than fair value if permitted by, and then only in accordance with –
(a)
the Memorandum or Articles; or
(b)
a term of the subscription agreement relating to the purchase, redemption or other acquisition of the shares.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
60
BLUV as at 20th June 2017
Treasury shares held - rights suspended.