Off-market share buyback meaning

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

A limited company can repurchase its own shares where the requirements of the Companies Act 2006 (CA 2006) are met. This is termed a share buyback, or a purchase of own shares. Beyond the CA 2006, additional rules and guidance are relevant to a listed company or an AIM company. A private limited company may only carry out an off‑market buyback; accordingly, this checklist does not cover on‑market buybacks. For an overview of share buybacks, including how off‑market and on‑market buybacks differ, see Practice Note: Share buybacks—the legal framework. Preliminary issues Before proceeding with a buyback, a private limited company should work through several preliminary points and may need to complete certain preparatory steps. For more detail, see Practice Notes: Private company share buybacks—initial considerations and Tax issues on share buybacks for corporate lawyers. Articles of association and shareholders' agreements: Check that the company’s articles provide the necessary power to undertake the proposed buyback...

A limited company is permitted to repurchase its own shares where the criteria in the Companies Act 2006 (CA 2006) are satisfied. Such transactions are known as share buybacks, or purchases by a company of its own shares. Alongside the CA 2006 provisions, additional rules and guidance can apply to a listed company or to an AIM company. A private limited company may effect a buyback out of capital in accordance with CA 2006, Pt 18, Ch 5 (CA 2006, ss 709–723), subject always to any restriction or prohibition contained in the company’s articles of association. For private companies, repurchases are undertaken solely off-market, and accordingly this checklist does not cover on-market buybacks. For an introduction to share buybacks, including an outline of the differences between an off-market share buyback and an on-market share buyback, see Practice Note: Share buybacks—the legal framework. Preliminary issues Before proceeding with any share buyback to be financed out of capital in accordance with CA 2006, Pt 18, Ch 5, a private limited...

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The Irish housebuilder said the buyback includes a new €40m repurchase plan together with the remaining €5m from its prior buyback initiative announced in the 2023 financial year. The share reacquisition programme, to be executed by Goodbody Stockbrokers UC and Numis Securities Ltd, could run until 30 June 2025, subject to elements such as trading conditions and the group’s continuing capital needs. Legal counsel details for Cairn were not immediately available. 'The aim of the share buyback programme is to reduce the company’s issued capital', Cairn said, adding that the repurchased stock will be cancelled. Cairn could initially...

In this issue: Public company takeovers Corporate governance Accounts and reports Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel proposes reforms to address dual class share structures, IPO disclosures and share buybacks The Code Committee of the Takeover Panel (Panel) has issued consultation paper PCP 2025/1, setting out proposed revisions to the Takeover Code (Code) to deal with the regulation of dual class share structures (DCSS), to clarify what must be disclosed on IPO, and to streamline the framework for share buybacks. The package is designed to update the Code for current market practice, in particular following the Financial Conduct Authority (FCA)’s overhaul of the UK Listing Rules last year, and to maintain robust, equitable safeguards for shareholders. The consultation is open until 26 September 2025. The Panel expects to publish a response statement with the final changes to the Code by...

The budget Irish carrier said two brokers will execute the programme, which is slated to conclude by 31 October 2024. Citigroup Global Markets Europe AG will buy back Ryanair stock valued at up to €300m from Euronext Dublin. Wealth manager J&E Davy Unlimited Co will purchase American depositary shares — US dollar-denominated equity in a non‑US company — worth as much as €400m on the Nasdaq stock market. Ryanair said all repurchased shares will be cancelled. Legal counsel details for the buyback were not immediately disclosed. Shareholders gave the green light to the buyback at the company’s general meeting in September 2023...

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

Share buybacks (purchase of own shares) A limited company can repurchase its own shares, provided the conditions in the Companies Act 2006 (CA 2006) are satisfied. This is commonly described as a share buyback or a purchase of own shares. Alongside CA 2006, other regimes are relevant where the company is listed or on AIM. In particular, a listed company must consider the Listing Rules (LRs) and the Disclosure Guidance and Transparency Rules (DTRs). An AIM company must consider the AIM Rules for Companies (AIM Rules); however, those rules do not expressly address share buybacks, and AIM Regulation has confirmed that, in most situations, an AIM company following the LRs for buybacks would be regarded as best practice. An AIM company is also subject to DTR 5. In addition, both listed and AIM companies may follow guidance issued by institutional investors. The CA 2006 restrictions applicable to share buybacks do not extend to unlimited companies. For further information on this type of company, see Practice Note: Unlimited companies...

From a shareholder’s standpoint, when a company repurchases its own shares, whether directly or via an intermediary acting as agent for the company (on- or off-market), the transaction generally has two key elements for tax purposes: an income distribution from the company to the shareholder to the extent the buyback proceeds exceed the amount the shareholder originally subscribed for the shares, and a disposal of shares by the shareholder for chargeable gains purposes, with the disposal proceeds being the amount of cash received less any amount chargeable to income or corporation tax In order to calculate precisely how a shareholder will be taxed on a share buyback, it is therefore necessary to establish exactly how much of the total paid is treated as an income distribution. Note that this computation is often complicated where there have been earlier bonus issues of shares by the company (for more on this, see below). This Practice Note focuses specifically on determining, in particular, the income and...

Company number: [ insert number ] [ insert company name ] limited (the Company) PURCHASE OF OWN SHARES OUT OF CAPITAL The Company gives notice under section 719 CA 2006 that: On [ insert date ], the Company passed a special resolution approving a payment out of capital under section 716 CA 2006 to purchase [ insert number ] [ insert class ] shares of [ insert nominal value ] each in its capital; The permissible capital payment (section 710 CA 2006) for the purchase is £[ insert amount ]; The directors’ statement and the auditor’s report required by section 714 CA 2006, regarding the proposed payment out of capital, are available for inspection at [ [ insert address of the Company’s registered office ] OR [ insert details of the Company’s alternative inspection location complying with CA 2006, ss 720, 1136 and the Companies (Company Records) Regulations 2008, SI 2008/3006, reg 3 ] ]; Any Company creditor may, within five weeks...

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and the standard listing segments and introducing a single listing category for equity shares issued by commercial companies. This commercial companies category is strongly disclosure-led and now sits alongside other listing categories that include shell companies, the secondary listing and the closed ended investment fund categories. To deliver these reforms, a new UK Listing Rules sourcebook entered into force and the earlier Listing Rules sourcebook was revoked. For more detailed information, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent describes the position under the listing regime as it stood before 29 July 2024...

Purchase of own shares Memorandum of contract terms Company registration number: [ insert number ] for [ insert company name ] [ PLC OR LIMITED ] (the Company). Date of contract: [ insert date ], or Not yet entered into. Seller(s): [ Insert the full name and address of each seller ]. Purchaser: The Company, purchaser. Shares: [ insert number ] [ insert class ] shares, each with a nominal value of [ insert nominal value ], forming part of the Company’s share capital. Consideration: [ insert currency and the amount in numbers and words, stated in both figures and words ]. Transaction: The Company intends to buy the Shares from the Seller(s) for the Consideration. Other terms: [ Insert details of the other key terms of the contract, eg any conditions to completion, including any pre-conditions ]...

This Q&A considers whether This Q&A explores whether, when a company is planning multiple share buybacks, it must put in place distinct share buyback contracts, each addressing a single intended buyback, or whether a single, overarching share buyback contract may instead cover all the intended buybacks, with each completing on a separate date. It proceeds on the basis that the company concerned is a private company limited by shares proposing to buy back shares off-market and that the contemplated buyback is neither for the purposes of, nor pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006)...