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CORPORATIONS ACT 2001 - SECT 257B

Buy-back procedure—general

(1) The following table specifies the steps required for, and the sections that apply to, the different types of buy-back.

Procedures[and sections applied] minimum holding employee share scheme on-market equal access scheme selective buy-back
within 10/12 limit over 10/12 limit within 10/12 limit over 10/12 limit within 10/12 limit over 10/12 limit
ordinary resolution [257C] yes yes yes
special/unanimous resolution [257D] yes
lodge offer documents with ASIC [257E] yes yes yes
14 days notice [257F] yes yes yes yes yes yes yes
disclose relevant information when offer made [257G] yes yes yes
cancel shares [257H] yes yes yes yes yes yes yes yes
notify cancellation to ASIC [254Y] yes yes yes yes yes yes yes yes

Note: Subsections (2) and (3) of this section explain what an equal access scheme is. The 10/12 limit is the 10% in 12 months limit laid down in subsections (4) and (5). Subsections (6) and (7) of this section explain what an on-market buy-back is. See section 9 for definitions of minimum holding buy-back , employee share scheme buy-back and selective buy-back .

Equal access scheme

(2) An equal access scheme is a scheme that satisfies all the following conditions:

(a)
the offers under the scheme relate only to ordinary shares;

(b)
the offers are to be made to every person who holds ordinary shares to buy back the same percentage of their ordinary shares;

(c)
all of those persons have a reasonable opportunity to accept the offers made to them;

(d)
buy-back agreements are not entered into until a specified time for acceptances of offers has closed;

(e)
the terms of all the offers are the same.

(3) In applying subsection (2), ignore:

(a)
differences in consideration attributable to the fact that the offers relate to shares having different accrued dividend entitlements;

(b)
differences in consideration attributable to the fact that the offers relate to shares on which different amounts remain unpaid;

(c)
differences in the offers introduced solely to ensure that each shareholder is left with a whole number of shares.

10/12 limit

(4) The 10/12 limit for a company proposing to make a buy-back is 10% of the smallest number, at any time during the last 12 months, of votes attaching to voting shares of the company.

Exceeding the 10/12 limit

(5) A proposed buy-back would exceed the 10/12 limit if the number of votes attaching to:

(a)
all the voting shares in the company that have been bought back during the last 12 months; and

(b)
the voting shares that will be bought back if the proposed buy-back is made;

would exceed the 10/12 limit.

On-market buy-backs

(6) A buy-back is an on-market buy-back if it results from an offer made by a listed corporation at an official meeting of a securities exchange in Australia in the ordinary course of trading on a stock market of that exchange. (7) A buy-back by a company (whether listed or not) is also an on-market buy-back if it results from an offer made in the ordinary course of trading on a stock market of a body corporate that:

(a)
operates a securities market outside Australia; and

(b)
ASIC declares in writing to be an approved overseas securities exchange for the purposes of this subsection.

A buy-back by a listed company is an on-market buy-back under this subsection only if an offer to buy-back those shares is also made on a stock market of a securities exchange in Australia at the same time.

(8) A declaration under paragraph (7)(b) may be subject to conditions. Notice of the making of the declaration must be published in the Gazette .



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