England and Wales Treasury Shares Guide IBA Corporate and M&A Law Committee [2014]

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1 England and Wales Treasury Shares Guide IBA Corporate and M&A Law Committee [2014] Contact Greg Scott, Partner Memery Crystal LLP 1

2 Contents Page SCOPE OF THIS REPORT... 3 GENERAL OVERVIEW... 3 REGULATORY FRAMEWORK... 4 ACQUISITION OF TREASURY SHARES... 4 UTILIZATION OF TREASURY SHARES... 7 SALE OF TREASURY SHARES... 8 TREASURY SHARES AND TAKEOVER LAW

3 SCOPE OF THIS REPORT This guide provides an overview of the English law relating to treasury shares. The principal statutory provisions are contained in the Companies Act 2006 ( CA 2006 ). The provisions relating to treasury shares were most recently amended on 30 April 2013 by the Companies Act 2006 (Amendment of Part 18) Regulations This guide does not seek to cover any tax or accounting implications of share buy-backs and the treasury share regime. The information in this guide cannot substitute professional legal advice. Therefore, anyone involved in or considering a buy-back program of shares should not rely solely on this guide and should seek specialist advice. The regime covered in this guide relates solely to companies incorporated in England and Wales and no other part of the United Kingdom. Two types of companies are considered in this note: public and private. In relation to the public companies, companies with shares listed on two principal markets are covered: the primary market, generally referred to as the "Main Market" or "Official List" and the Alternative Investment Market, AIM, a recognised but self-regulated stock exchange. There are two segments to the Official List Standard and Premium. Standard listing is far less regulated than a Premium listing (and, indeed, in certain respects, than AIM). References below to the Listing Rules, being the rules of the Main Market, do not apply to companies with a Standard listing, unless otherwise expressly stated. Where references are made to legislation or rules (such as the Listing Rules or Takeover Code) which may affect how/to what extent certain companies can acquire and/or hold treasury shares, further detailed advice on such legislation will be required. Reference to "quoted" companies is a loose reference to companies whose securities are admitted to trading or listing on AIM or the Official List, unless otherwise stated. GENERAL OVERVIEW Is the buy-back of shares permitted in your jurisdiction? Treasury shares were first introduced in England in The law codified in the Companies Act 2006, permitted publicly listed companies, and certain other companies, to hold their own shares in treasury. In April 2013 the existing regime was extended and now private companies may now also hold shares in treasury. What are the characteristics (maximum holdings, voting rights and other rights) of treasury shares? There is no statutory limit on the proportion of equity that a company can hold in treasury, as long as the company retains at least one non-treasury share in issue. Treasury shares are shares designated as such which have been purchased by the company from a shareholder in certain circumstances, such as out of distributable profits. They cannot be created in any other circumstances. A company cannot exercise any of the rights attaching to shares held in treasury and any purported exercise of rights is void. Treasury shares must be registered in the name of the company and may not be registered in the name of a nominee. They cannot therefore be held in CREST (as system for the uncertificated transfer of shares) unless the company is a CREST member or sponsored member. 3

4 No dividends or other distributions (including any dividend in specie or return on a winding up) may be paid on treasury shares. However, shares held in treasury are entitled to participate in any bonus or capitalisation issue. Any such bonus shares will be treated as treasury shares. What are the main reasons to acquire/hold treasury shares? There are a number of reasons why a company might want to hold shares in treasury, and perhaps one of the most compelling is to enable a company to enhance its earnings per (nontreasury) share. Investor protection committees generally require buy-backs to be earnings enhancing. In addition, the purchase of the shares into treasury will enable the company to return some of its distributable profits in a manner that is generally approved of by shareholders. Treasury shares are also common in employee incentive arrangements, as they can be used to buy out departing employees and to satisfy benefits afforded to other employees. There are other reasons a company may wish to acquire shares into treasury, for example to increase liquidity by providing a market in shares. REGULATORY FRAMEWORK The relevant legislative provisions are contained in the CA Other relevant laws and regulations (which may not be applicable to all companies) are to be found in: 1. The City Code on Takeovers and Mergers; 2. The Listing Rules issued by the Financial Conduct Authority; and 3. The Disclosure and Transparency Rules (DTRs) published by the Financial Conduct Authority in implementation of the EU Transparency Directive. Due to the 2013 amendment to the treasury share regime, the concept of qualifying shares no longer exists. Qualifying shares were shares which were admitted to certain markets, and only qualifying shares could be held in treasury. If the shares ceased to be qualifying shares, they had to be cancelled immediately. Those markets were: 1. The Official List (the Main Market). 2. AIM (previously the Alternative Investment Market), a self-regulated exchange. 3. An official European Economic Area market. 4. Any other regulated market. ACQUISITION OF TREASURY SHARES How can a company acquire treasury shares? For shares to be taken into treasury, a company must not be prohibited by its articles of association from purchasing its own shares. If necessary, the articles of association can be amended by special resolution of the shareholders of the company to remove any constraints. To be treasury shares, the shares must be acquired from a shareholder, i.e. a new issue of shares or shares out of capital cannot be treated as treasury shares (other than on a bonus issue see above) (Section 724(1) CA 2006). There are also statutory requirements relating to the purchase of its own shares by a company (for public and private companies). These must be complied with. Only fully paid up shares may be acquired. 4

5 Are there any restrictions on acquiring treasury shares? (e.g. purpose-wise; accounting-wise?) Following a share buyback, at least one non-treasury held share must remain in issue. Shares can only be taken into treasury if acquired out of distributable profits, namely reserves available for distribution by way of dividend (section 724(1) CA 2006). There is no longer any statutory limit on the proportion of equity that a company can hold in treasury. Prior to October 2009, the proportion of each class of share that could be taken into treasury was limited to ten per cent of nominal value; but that limitation was removed with the deletion of section 725 CA Main Market The Listing Rules also impose a limitation (on companies with a premium listing on the Main Market only) if shares (whether or not to be taken into treasury), representing 15 per cent. or more of the issued share capital of the particular class, are proposed to be acquired, a tender offer must be made to all holders of the class to acquire their shares on a pro rata basis (LR ). If an Official List company acquires 15 per cent. or more of its shares in aggregate under a general authority (so effectively in a 12 month period), only purchases which take the aggregate to or above 15 per cent. need to be the subject of the tender offer (LR ). No tender offer is required in relation to shares acquired pursuant to a specific shareholder authority (LR ). The Listing Rules require at least 25 per cent. of the equity to be held by the public and this could operate to prevent the acquisition of shares as treasury shares are not counted (LR (5)). There are prohibited dealing periods where the purchase or redemption of a company s own shares is restricted (LR ). Broadly, these are during periods where inside information exists and prior to results announcements. AIM The AIM Rules for Companies do not have similar provisions regarding tender offers, but if an AIM company chooses to effect a tender offer the London Stock Exchange expects that the timetable imposed under the Listing Rules should be respected (see Inside AIM Issue 1 December 2009). In addition there are various other considerations, such as the operation of Close Periods (broadly the period of 1 or 2 months prior to announcements of issuers). The sale of AIM listed treasury shares is prohibited during a Close Period (AIM Rule 21). Investors The Association of British Insurers (ABI), in its capacity as an investor protection committee, provides guidance in relation to share buy-backs. Quoted companies, particularly Official List companies, generally respect the ABI guidelines. The ABI's stance has been supported by other investor protection groups; PIRC (Pensions & Investment Research Consultants Ltd) reiterated this in their 2011 Shareholder Voting Guidelines. The ABI considers that a limit of five per cent of the equity capable of being acquired under a general authority should generally be imposed, but 10 per cent is generally accepted market practice and that limit could go up to 15 per cent. Companies with a Standard listing or a listing on AIM may well seek to exceed this limitation. 5

6 What authorization is needed? There are two major ways shares can be bought back: a market purchase (buybacks which the company undertakes on certain markets (including the Main Market and AIM). or offmarket. In either event, the basic requirement is an ordinary resolution of shareholders passed in general meeting. The legislation merely requires a simple majority of votes to be cast in favour of the resolution (section 694 and 701(1) CA 2006). However, the ABI expects the shareholders' resolution to be proposed as a special resolution, rather than an ordinary resolution, requiring 75 per cent or more of votes to be cast in favour of the resolution. The Shareholder authority may be general or specific and may be unconditional or subject to specific conditions, as set out in the resolution (section 701(2) CA 2006 In practice, shareholders will be unwilling to pass a very general authority. The authority for a market buyback: 1. must be limited to five years in duration (section 701(5) CA 2006) but in practice this is usually limited to one year; 2. it is commonplace for quoted companies to seek annual general authority to make market purchases of shares, including shares to be taken into treasury. Such authority is normally sought at the annual general meeting of shareholders; and 3. must state a maximum and minimum price that can be paid for the shares and the maximum number of shares authorised to be purchased (section 701(3) CA 2006). This is supplemented by the Listing Rules in relation to acquisitions under a general authority (LR ). The Listing Rules impose a limit on the price that may be paid, being the higher of: per cent of the average market value of a share in the company for the five business days prior to the day the purchase is made; and 2. the value of a share calculated on the basis of the higher of the price quoted for: a) the last independent trade of; and b) the highest current independent bid for any number of the company's shares on the market where the purchase is carried out. The AIM Rules for companies do not contain similar provisions in relation to pricing, but the London Stock Exchange expects AIM companies to comply with the Listing Rules, especially LR ( Inside AIM Issue 1 December 2009). Off-market share buybacks can be done by private or public companies, however, public companies can only use distributable profits, whereas private companies may also buyback out of capital, subject (inter alia) to a solvency declaration. Particular procedures need to be followed in relation to off-market purchases. A shareholders resolution is still required, and the company s auditors and directors will need to make a statement relating to the buy back, In any such case, the parties will generally enter into a "contingent purchase agreement". There is no set form of agreement, but one of the conditions must be that shareholder approval is obtained before the purchase can be effected. Where shares are to be taken into treasury, a stock transfer form will also be required. There are rules relating to voting at the general meeting at which the authority is to be sought and requirements for the contract for the purchase, or a memorandum setting out its terms, to be on public display at the general meeting and for 15 days prior to the meeting (sections CA 2006). Particular rules may apply to buy-backs from connected persons (related parties). What are the disclosure requirements in the event of acquisition of treasury shares? A company listed on the Main Market which proposes to acquire shares to take into treasury or to seek general authority to do so, is required under the Listing Rules to notify the market as soon as possible following the board of directors resolving to effect a buy-back. This does 6

7 not apply to an intention to seek renewal of an existing general authority. The announcement must state whether the authority sought is to be general or specific (LR ). A circular to shareholders will be required to seek approval for an off-market purchase. Listing Rule 13 sets out the requirements for the content of circulars issued by Official List companies. An Official List company must also notify the outcome of any resolution put to shareholders (LR ). Any purchase of shares into treasury by an Official List company must be notified (via an RIS) as soon as possible and by not later than on the business day next following the purchase (LR ). An AIM quoted company must notify any purchases "without delay", basically as soon as possible (AIM Rule 17). There is a CA 2006 requirement to file notice in prescribed form on any purchase of shares and on any sale, transfer or cancellation of treasury shares. These filings are made with Companies House and must be made within 28 days of the relevant event. Filings appear on the public register. Further notification obligations may also arise under the Disclosure and Transparency Rules. A quoted company must, if it acquires or disposes of its own shares, make public the percentage of voting rights otherwise attributable to treasury shares if the transaction causes the proportion of treasury shares to exceed or fall below five per cent or 10 per cent of voting rights (DTR 5.5.1R). In addition, if there has been an increase or decrease of treasury shares over any month, a company must disclose the total number of shares held in treasury at the end of that calendar month (DTR (2)). A company is required (DTR 5.6.1) to disclose the total number of voting rights and capital for each class of quoted shares at the end of each month where there has been a change. A quoted company must make an announcement as soon as possible after an increase or decrease in total voting rights (and in any event no later than the end of the business day following the day on which the increase or decrease occurs) when an issuer completes a transaction unless its effect on total voting rights is immaterial (DTR 5.6.1A). There may be implications for shareholders of shares being taken into or out of treasury or cancelled. Under the DTRs shareholders are required to notify the issuing company of major shareholdings, calculated by reference to the percentage of voting rights held. The denominator excludes treasury shares (as they do not carry voting rights) and, obviously, shares which have been cancelled (DTR 5.1 and DTR 5.2). Taking shares into treasury may cause a shareholder's percentage holding to breach one of the notification thresholds. Put and call options do they count as acquisition of own shares? Any such options need to be conditional on shareholder approval, as mentioned above in relation to off-market purchases. The Listing Rules require that any transaction that would have an effect on the company similar to that of a purchase of own equity shares is the subject of prior consultation with the Financial Conduct Authority (LR ). UTILIZATION OF TREASURY SHARES Are there any statutory obligations to resell or redeem treasury shares? Shares can be held indefinitely in treasury, but there is little rationale for holding such shares in the long term and they will normally be cancelled or sold. (section 724 (3) CA 2006). 7

8 How are treasury shares cancelled? Section 724 and 729 CA 2006 enables a company to cancel treasury shares. When the shares are cancelled the Company s share capital is immediately reduced by the shares aggregate nominal value and a corresponding amount put into the company s capital redemption reserve. SALE OF TREASURY SHARES How can the company sell treasury shares? Treasury shares can be sold in essentially the same way as new shares are allotted and the same rules generally apply. Standard pre-emption rights will apply (section 561 CA 2006 and section 560(3)) Are there any restrictions on selling treasury shares? Treasury shares can only be sold for cash (section 724 (3)(b) and 727 (1)(a) CA 2006). There are set definitions of cash for this purpose. They can be transferred pursuant to an employee share scheme (Section 724 (3)(b) and 727 (1)(b)). The Listing Rules provide that treasury shares cannot be sold at more than a 10 per cent discount to the mid-market price of the relevant securities at the time of the transaction, except where sold pursuant to a general authority (see below) (LR R (1)). What authorization is needed for selling treasury shares? As treasury shares are shares already in existence, no authority to allot shares is required on a disposal. However, pre-emption rights for existing shareholders will apply unless and to the extent disapplied (section 570 CA 2006 (General disapplication of pre-emption rights) or section 571 CA 2006 (disapplication of pre-emption rights by special resolution)). Note that pre-emption rights are excluded in relation to shares being sold for cash to an employees' share scheme. The Listing Rules also contain protections for shareholders, but they are really geared towards foreign companies and seek to impose essentially the same rules as statute imposes on English companies. Note that these provisions do not apply to UK companies, but do apply equally to companies with Premium and Standard listings (LR /9.3.12). It is standard for quoted companies to seek an annual disapplication of pre-emption rights up to such level as shareholders may be comfortable with. Can treasury shares be sold other than via the stock exchange or by public tender offer? A public offering of treasury shares is possible and the Prospectus Rules and rules on financial promotions will apply equally to any such offering as they will to any offer of new shares. There is nothing to prevent treasury shares being sold by private tender. What are the publicity requirements in the event of a sale of treasury shares? In the event of a public offering the prospectus and financial promotion rules will apply, as above. An Official List company must make a public announcement as soon as possible following agreement on the terms of a disposal of treasury shares (LR R (4)). What legal restrictions are there in order to avoid market abuse? 8

9 The insider dealing and market abuse rules apply equally to treasury shares as they do to any other quoted security. As previously briefly mentioned, under the Listing Rules, buy-backs may generally not be effected during a prohibited period, a close period. A close period is generally a day period prior to periodic financial reporting or when there is inside information (unpublished price sensitive information) in existence. There are exceptions, namely where: 1. there is a pre-ordained buy-back programme or a programme which is independently managed; 2. the price of the securities in question is unlikely to be significantly affected by the publication of the price sensitive information; or 3. the shares are to be redeemed on terms provided for in their original issue (LR 12.2). Companies with securities admitted to trading on AIM are subject to different rules regarding close periods. On AIM, the close period is one or two months prior to periodic financial reporting and any other period when the company is in possession of unpublished pricesensitive information. Inside information and unpublished price sensitive information are essentially identical and refer to information which is not public knowledge, but if public would be likely to have a significant effect on the share price. Regardless of the specific market rules, there is an overarching market abuse provision in the Financial Services and Markets Act 2000, which would prevent buying shares into treasury during close periods. This applies to all quoted companies. TREASURY SHARES AND TAKEOVER LAW What are the general implications of treasury shares under the applicable takeover law regime? The City Code on Takeovers and Mergers (City Code) generally governs takeovers of companies registered in the UK, Channel Islands and the Isle of Man. It also applies to certain overseas companies whose central management and control is within the jurisdictions including companies which have shares admitted to trading on a regulated market or multilateral trading facility in the UK, or a Stock Exchange in the Channel Islands or Isle of Man. The City Code provides that all percentages of voting rights, share capital and relevant securities are calculated only by reference to shares held outside treasury. Accordingly and by way of example, an offer which is subject to an acceptance threshold being achieved, should exclude treasury shares in all respects. When looking at the squeeze-out rules, treasury shares are excluded from the calculation of the necessary 90 per cent threshold (section 983(5) CA 2006). Where an obligation arises to make a mandatory bid (breaching the threshold on under a 30 per cent shareholding), the offer does not need to extend to shares held in treasury (Rule 9.1 of the City Code). When a company redeems or purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person, or group of persons acting in concert, is interested will be treated as an acquisition for the purposes of Rule 9 of the City Code. Rule 9 sets out the conditions for triggering a mandatory offer to acquire the shares of the company. The threshold is 30 per cent or more of total voting rights held by a person or persons acting in concert (or any increase at all in voting rights where such person or persons acting in concert already hold per cent. of the voting rights). However, a person will not generally be treated as being required to make a Rule 9 offer unless he is a director or 9

10 presumed to be acting in concert with a director of the company. For directors and connected persons, a waiver of the application of Rule 9 can generally be sought. When a company is in possible bid territory, the rules on insider dealing and market abuse will apply, as this would usually be inside information. In addition the City Code provides that: 1. (except where the offer is being effected by way of a scheme of arrangement) a target company cannot accept an offer in respect of treasury shares until the offer has been declared unconditional as to acceptances, i.e. after the bidder has reached the minimum percentage of acceptances required from other shareholders (Rule 4.5 City Code); or 2. a target company cannot dispose or otherwise deal in treasury shares during an offer or when the board of directors has reason to believe that an offer is imminent, except with shareholder approval (Rule 21.1(b)(i) City Code). This does not apply to treasury shares applied in satisfying options under pre-existing employee share incentive schemes, if approved by the Panel on Takeovers and Mergers (Note 6 to Rule 21.1 City Code). Treasury Shares as defense measures? The City Code has been drafted to effectively neutralise treasury shares in bids. There are circumstances where, tactically, it may be possible to take target securities into treasury and out of the range of hostile bidders, but there will be practical limitations on the extent to which this can be applied in practice given the restraints on authorities referred to above. 10

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