693AAuthority for off-market purchase for the purposes of or pursuant to an employees’ share scheme

1

A company may make an off-market purchase of its own shares for the purposes of or pursuant to an employees’ share scheme if the purchase has first been authorised by a resolution of the company under this section.

2

That authority—

a

may be general or limited to the purchase of shares of a particular class or description, and

b

may be unconditional or subject to conditions.

3

The authority must—

a

specify the maximum number of shares authorised to be acquired, and

b

determine both the maximum and minimum prices that may be paid for the shares.

4

The authority may be varied, revoked or from time to time renewed by a resolution of the company.

5

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.

6

A company may make a purchase of its own shares after the expiry of the time limit specified if—

a

the contract of purchase was concluded before the authority expired, and

b

the terms of the authority permitted the company to make a contract of purchase that would or might be executed wholly or partly after its expiration.

7

A resolution to confer or vary authority under this section may determine the maximum or minimum price for purchase by—

a

specifying a particular sum, or

b

providing a basis or formula for calculating the amount of the price (but without reference to any person’s discretion or opinion).

8

Chapter 3 of Part 3 (resolutions affecting a company’s constitution) applies to a resolution under this section.