—(1) A company shall not make a purchase or acquisition of its own shares on a securities exchange (referred to in this section as a market purchase) unless the purchase or acquisition has been authorised in advance by the company in general meeting.
(2) The notice specifying the intention to propose the resolution to authorise a market purchase must —
specify the maximum number of shares or the maximum percentage of ordinary issued share capital authorised to be purchased or acquired;
determine the maximum price which may be paid for the shares;
specify a date on which the authority is to expire, being a date that must not be later than the date on which the next annual general meeting of the company is or is required by law to be held, whichever is the earlier; and
specify the sources of funds to be used for the purchase or acquisition including the amount of financing and its impact on the company’s financial position.
(3) The authority for a market purchase may be unconditional or subject to conditions and must state the particulars referred to in subsection (2)(a), (b) and (c).
(4) The authority for a market purchase may, from time to time, be varied or revoked by the company in general meeting but the variation must comply with subsections (2) and (3).
(5) A resolution to confer or vary authority for a market purchase under this section may determine the maximum price for purchase or acquisition by —
specifying a particular sum; or
providing a basis or formula for calculating the amount of the price in question without reference to any person’s discretion or opinion.
[UK, 1985, s. 166]