Companies Act 2014 section 1078

Off-market re-allotment of treasury shares by PLC

Section 1078 sets out the rules governing how a public limited company (PLC) must determine the price range for re-allotting its treasury shares off-market, including the resolutions required and the time limits within which those resolutions remain effective.

• A PLC must predetermine, by resolution in general meeting, the maximum and minimum prices at which treasury shares may be re-allotted off-market, and may set different price ranges for different shares.
• Where the treasury shares originated from a purchase, the price range must be set by special resolution at the same meeting that authorised the purchase; where they originated from a redemption, the price range must be set by special resolution before any re-allotment contract is entered into.
• The PLC may vary or renew a price range determination by special resolution before entering into a contract for re-allotment, and any re-allotment that does not comply with these requirements is unlawful.
• The price range determination remains effective for 18 months after the relevant special resolution is passed, or for a shorter period if the resolution so specifies.

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