—(1) A company, whether or not it is listed on a securities exchange, may make a purchase or acquisition of its own shares otherwise than on a securities exchange (referred to in this section as an off-market purchase) if the purchase or acquisition is made in accordance with an equal access scheme authorised in advance by the company in general meeting.
(2) The notice specifying the intention to propose the resolution to authorise an off-market purchase referred to in subsection (1) 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 resolution authorising an off-market purchase referred to in subsection (2) must state the particulars referred to in subsection (2)(a), (b) and (c).
(4) The authority for an off-market purchase referred to in subsection (2) may, from time to time, be varied or revoked by the company in general meeting.
(5) A resolution to confer or vary the authority for an off-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.
(6) For the purposes of this section and sections 76D and 76DA, an “equal access scheme” means a scheme which satisfies all the following conditions:
the offers under the scheme are to be made to every person who holds shares to purchase or acquire the same percentage of their shares;
all of those persons have a reasonable opportunity to accept the offers made to them; and
the terms of all the offers are the same except that there shall be disregarded —
differences in consideration attributable to the fact that the offers relate to shares with different accrued dividend entitlements;
differences in consideration attributable to the fact that the offers relate to shares with different amounts remaining unpaid; and
differences in the offers introduced solely to ensure that each member is left with a whole number of shares.
[Aust., Co. Law Rev. Act, 1998, Sch. 1 (s. 257B)]