12.06 | Circular
to shareholders for purchase of own shares |
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(1) | A listed corporation seeking authorisation
from its shareholders to purchase its own shares other than by way of a renewal
of an existing authorisation, must issue a circular to its shareholders that
complies with the requirements of subparagraph (3) below. |
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(2) | A listed corporation that is renewing its
existing authorisation must either issue - FAQ 12.1, FAQ 12.2 |
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| (a) | a statement accompanying its notice of general
meeting (“Share Buy-back Statement”), in substitution of the circular;
or FAQ 12.3 |
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| (b) | a circular, as referred to in subparagraph (1) above. |
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| Where a listed corporation issues a Share
Buy-back Statement, it must ensure that such Statement complies with the
requirements of subparagraph (4) below. |
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(3) | The listed corporation must include in the circular
referred to under subparagraph (1) above the information set out in Part A of
Appendix 12A and all such information concerning the proposed purchase as shareholders and their advisers would reasonably require and would
reasonably expect to find in the circular for the purposes of making an
informed assessment as to the merits of approving the proposed purchase and the
extent of the risks involved in doing so. |
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(4) | The listed corporation must include in the
Share Buy-back Statement the information set out in Part B of Appendix 12A and all such information concerning the proposed purchase as shareholders and their advisers would reasonably require and would
reasonably expect to find in the Share Buy-back Statement for the purposes of
making an informed assessment as to the merits of approving the proposed purchase
and the extent of the risks involved in doing so. |
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(5) | The listed corporation must submit the circular
or Share Buy-back Statement, as the case may be, to the Exchange together with
a checklist showing compliance with Part A or B of Appendix 12A respectively. |
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12.07 | Contents
of ordinary resolution for share buy-back |
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(1) | A
listed corporation must include in the ordinary resolution required under
paragraph 12.03 for a listed corporation to purchase its own shares the
information set out in Appendix 12B. |
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(2) | The listed
corporation must submit the resolution to the Exchange together with a
checklist showing compliance with Appendix 12B. |
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(3) | Any
authority conferred by such resolution may only continue to be in force until - |
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| (a) | the
conclusion of the first annual general meeting of the listed corporation
following the general meeting at which such resolution was passed at which time
it will lapse unless by ordinary resolution passed at that meeting, the
authority is renewed, either unconditionally or subject to conditions; |
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| (b) | the
expiration of the period within which the next annual general meeting after
that date is required by law to be held; or |
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| (c) | revoked
or varied by ordinary resolution passed by the shareholders in general meeting, |
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| whichever
occurs first. |
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12.08 | Announcement
of outcome of general meeting |
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A
listed corporation must immediately announce to the Exchange the outcome of the
general meeting called to consider the proposed purchase of its own shares on
the Exchange, immediately following such meeting. |
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12.09 | Maximum
limit |
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