Companies Act 2014 section 1075

Off-market purchase of own shares

Section 1075 sets out the rules governing when and how a public limited company (PLC) may carry out an off-market purchase of its own shares, including the requirement for advance shareholder approval by special resolution and the time limits that apply to such authority.

• A PLC may only make an off-market purchase of its own shares under a contract that has been authorised in advance by a special resolution of the company.
• The authority granted by special resolution must specify an expiry date, which cannot be more than 18 months after the date the resolution was passed.
• The authority may be varied, revoked or renewed at any time by a further special resolution of the PLC.
• A PLC may complete a purchase after the authority has expired, provided the purchase contract was concluded before expiry and the original terms of the authority permitted execution after that date.