Companies Act 2014 section 1043

Application of certain provisions of section 82(6) in relation to PLCs

Section 1043 adapts the rules on financial assistance for the acquisition of shares (set out in section 82(6)) so that they apply appropriately to public limited companies (PLCs), and imposes additional restrictions on when a PLC may give such assistance.

• Several exceptions to the general prohibition on financial assistance are modified for PLCs — for example, the exceptions are extended so that a PLC itself (not just its holding company) is covered, and offerees under the Irish Takeover Panel Act 1997 are included alongside their private limited subsidiaries.
• The general "whitewash" procedure (the Summary Approval Procedure available to private companies under section 82(6)(a)) does not apply to PLCs, although financial assistance previously authorised under that procedure before a company re-registered as a PLC remains lawful.
• A PLC may give financial assistance under certain permitted categories (employee share schemes, loans in the ordinary course of business, and lending businesses) only if doing so does not reduce its net assets, or if any reduction is funded out of distributable profits.
• Net assets for this purpose means total assets less total liabilities, where liabilities include provisions for liabilities recognised in the company's financial statements (whether prepared under Companies Act rules or IFRS), except to the extent those provisions have already been deducted in valuing an asset.