Part V Share Capital, its Increase, Maintenance and Reduction

Chapter VII Redeemable Shares; Purchase by a Company of its Own Shares

Redemption and purchase generally

163 Definitions of “off-market" and “market" purchase.

1

A purchase by a company of its own shares is “off-market” if the shares either—

a

are purchased otherwise than on F1a recognised investment exchange, or

b

are purchased on F1a recognised investment exchange but are not subject to a marketing arrangement on F2that investment exchange.

2

For this purpose, a company’s shares are subject to a marketing arrangement on a recognised stock exchange if either—

a

they are listed F3under Part IV of the Financial Services Act 1986; or

b

the company has been afforded facilities for dealings in those shares to take place on F3that investment exchange without prior permission for individual transactions from the authority governing F3that investment exchange and without limit as to the time during which those facilities are to be available.

3

A purchase by a company of its own shares is a “market purchase” if it is a purchase made on a recognised stock exchange, other than a purchase which is an off-market purchase by virtue of subsection (1)(b).

F44

In this section “recognised investment exchange” means a recognised investment exchange other than an overseas investment exchange within the meaning of the Financial Services Act 1986.