The following is a non-exhaustive list of matters to be considered in advance of undertaking a share buyback:
- Any restriction or prohibition contained in the Articles of Association of a company on purchasing its own shares, or (historically) in providing financial assistance for doing so, will need to be adhered to.
Alternatively, a special resolution may be passed to amend or remove the prohibition or restriction in / from the Articles. Please note that any amendment to the Articles will need to be completed before the shareholders consider the special resolution to approve the buyback.
- There must be at least one non-redeemable share in issue after the buyback has taken place.
- The shares to be purchased must be fully paid (in order to protect the interests of creditors).
- If the company has multiple classes of share then class consent will be required if the rights attached to any class will be varied by the buyback.