Article 29 - Power of an Investment Club to purchase own shares
(1) An Investment Club may purchase its own Shares.
(2) The articles of association of an Investment Club may specify or provide for terms and conditions on which the Investment Club will purchase a Member's Shares.
(3) A Member of an Investment Club may request the Investment Club to purchase any or all of the Member's Shares out of the proceeds of the sale of assets of the Investment Club. The Member must make the request in the form provided by the CRO for that purpose, and must submit it to the person exercising the Investment Club's Senior Executive Function.
(4) Subject to Article 29(2) and the Member complying with Article 29(3), the Investment Club must purchase the Shares. Such purchase must be:
a. at a price agreed with the Member; or
b. where there is no agreement, at a price which reflects the Member's share of the Investment Club's asset value at the time of the purchase by the Investment Club less any costs that are apportioned to the Shares at that time. If a basis for the assessment of the Investment Club's asset value cannot be agreed, the asset value must be determined by an independent expert appointed for that purpose by Special Resolution, or (if the articles of association so provide) an Ordinary Resolution.
(5) The basis of assessing the Investment Club's asset value is to be:
a. if the Investment Club's articles of association specify a manner of determination—that manner; or
b. otherwise, a manner determined by the directors of the Investment Club and approved by a Special Resolution for each purchase of Shares.
(6) The Investment Club must purchase the Shares within
a. the time period specified in the articles of an association; or
b. where there is no time period specified 30 days from the date that the Member submits the form to the Investment Club.
(7) An Investment Club must cancel any Shares it has purchased. The Investment Club's issued capital must be reduced accordingly. The cancellation of Shares need not be approved by resolution if the purchase is made in accordance with this Article.
(8) If the Investment Club has only the minimum number of Members and 1 Member requests the Investment Club to purchase all of his or her Shares:
a. the Investment Club must purchase the Shares; but
b. after purchasing the Shares, the Investment Club must commence the process of voluntary winding-up as set out in the Insolvency Regulations and Rules.
|Derived (as from 20th December 2016).|