The Companies (No. 2) (Northern Ireland) Order 1990

Issue of redeemable shares

68.—(1) In Part VI of the Companies Order (share capital, its increase, maintenance and reduction), Chapter VII (redeemable shares, purchase by a company of its own shares) is amended as follows.

(2) After Article 169 (power to issue redeemable shares) insert—

“Terms and manner of redemption

169A.— (1) Redeemable shares may not be issued unless the following conditions are satisfied as regards the terms and manner of redemption.

(2) The date on or by which, or dates between which, the shares are to be or may be redeemed must be specified in the company’s articles or, if the articles so provide, fixed by the directors, and in the latter case the date or dates must be fixed before the shares are issued.

(3) Any other circumstances in which the shares are to be or may be redeemed must be specified in the company’s articles.

(4) The amount payable on redemption must be specified in, or determined in accordance with, the company’s articles, and in the latter case the articles must not provide for the amount to be determined by reference to any person’s discretion or opinion.

(5) Any other terms and conditions of redemption shall be specified in the company’s articles.

(6) Nothing in this Article shall be construed as requiring a company to provide in its articles for any matter for which provision is made by this Order.”.

(3) In Article 170 (financing, &c. of redemption)—

(a) omit paragraph (3) (which is superseded by the new Article 169A), and

(b) in paragraph (4) (cancellation of shares on redemption) for “redeemed under this Article” substitute “redeemed under this Chapter”.

(4) In Article 172 (power of company to purchase own shares), for paragraph (2) (application of provisions relating to redeemable shares) substitute—

“(2) Articles 169, 170 and 171 apply to the purchase by a company under this Article of its own shares as they apply to the redemption of redeemable shares.”.