Section 187 CAMA 2020

Limit on number of shares acquired

(1) A company shall not hold more than 15% of the nominal value of the issued share capital of any class of its shares as treasury shares.

(2) Where a company buys back more than 15% of the issued share capital of any class of its shares, the company shall, before the end of 12 months beginning with the date on which that contravention occurs—
(a) reissue,
(b) cancel, or

(c) reissue and cancel such number of shares that will ensure that the company holds not more than 15% of the issued share capital of any class of its shares as treasury shares upon the completion of the transaction.

(3) Notwithstanding anything contained in section 142, a company shall not exercise any right in respect of the treasury shares (including any right to attend or vote at meetings) and any purported exercise of such a right shall be void.

(4) No dividend shall be paid, and no other distribution (whether in cash or otherwise) of the company’s assets (including any distribution of assets to members on a winding-up) shall be made to the company, in respect of the treasury shares.

(5) Nothing in this section prevents an allotment of shares as fully paid bonus shares in respect of the treasury shares, or the payment of any amount payable on the redemption of the treasury shares (if they are redeemable shares).

(6) Shares allotted as fully paid bonus shares in respect of the treasury shares shall be treated as if purchased by the company at the time they were allotted.