LITMIR.BIZ

      Note: Subsections (2) and (3) of this section explain what an equal access scheme is. The 10/12 limit is the 10 % in 12 months limit laid down in subsections (4) and (5). Subsections (6) and (7) of this section explain what an on‑market buy‑back is. See section 9 for definitions of minimum holding buy‑back, employee share scheme buy‑back and selective buy‑back.

      Equal access scheme

      (2) An equal access scheme is a scheme that satisfies all the following conditions:

      (a) the offers under the scheme relate only to ordinary shares;

      (b) the offers are to be made to every person who holds ordinary shares to buy back the same percentage of their ordinary shares;

      (c) all of those persons have a reasonable opportunity to accept the offers made to them;

      (d) buy‑back agreements are not entered into until a specified time for acceptances of offers has closed;

      (e) the terms of all the offers are the same.

      (3) In applying subsection (2), ignore:

      (a) differences in consideration attributable to the fact that the offers relate to shares having different accrued dividend entitlements;

      (b) differences in consideration attributable to the fact that the offers relate to shares on which different amounts remain unpaid;

      (c) differences in the offers introduced solely to ensure that each shareholder is left with a whole number of shares.

      10/12 limit

      (4) The 10/12 limit for a company proposing to make a buy‑back is 10 % of the smallest number, at any time during the last 12 months, of votes attaching to voting shares of the company.

      Exceeding the 10/12 limit

      (5) A proposed buy‑back would exceed the 10/12 limit if the number of votes attaching to:

      (a) all the voting shares in the company that have been bought back during the last 12 months; and

      (b) the voting shares that will be bought back if the proposed buy‑back is made;

      would exceed the 10/12 limit.

      On‑market buy‑backs

      (6) A buy‑back is an on‑market buy‑back if it results from an offer made by a listed corporation on a prescribed financial market in the ordinary course of trading on that market.

      (7) A buy‑back by a company (whether listed or not) is also an on‑market buy‑back if it results from an offer made in the ordinary course of trading in a financial market outside Australia which ASIC declares in writing to be an approved overseas financial market for the purposes of this subsection. A buy‑back by a listed company is an on‑market buy‑back under this subsection only if an offer to buy‑back those shares is also made on a prescribed financial market at the same time.

      (8) A declaration under subsection (7) may be subject to conditions. Notice of the making of the declaration must be published in the Gazette.