—(1) Where shares are held as treasury shares, a company may at any time —
sell the shares (or any of them) for cash;
transfer the shares (or any of them) for the purposes of or pursuant to an employees’ share scheme;
transfer the shares (or any of them) as consideration for the acquisition of shares in or assets of another company or assets of a person;
cancel the shares (or any of them); or
sell, transfer or otherwise use the treasury shares for such other purposes as the Minister may by order prescribe.
(2) In subsection (1)(a), “cash”, in relation to a sale of shares by a company, means —
cash (including foreign currency) received by the company;
a cheque received by the company in good faith which the directors have no reason for suspecting will not be paid;
a release of a liability of the company for a liquidated sum; or
an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares.
(3) But if the company receives a notice under section 215 (Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority) that a person desires to acquire any of the shares, the company shall not, under subsection (1), sell or transfer the shares to which the notice relates except to that person.
(4) The directors may take such steps as are requisite to enable the company to cancel its shares under subsection (1) without complying with section 78B (Reduction of share capital by private company), 78C (Reduction of share capital by public company) or 78I (Court order approving reduction).
(5) Within 30 days of the cancellation or disposal of treasury shares in accordance with subsection (1), the directors of the company shall lodge with the Registrar the notice of the cancellation or disposal of treasury shares in the prescribed form with such particulars as may be required in the form, together with payment of the prescribed fee.
[UK, 1985, s. 162D; UK, Treasury Shares, reg. 3]