RE: idea13 Jun 2018 23:51
Au contraire Appleby ... buy backs can not be funded from debt ...
"Originally it was prohibited by the common law, but now although the general rule remains in section 658 there are two exceptions. First, a company may issue shares on terms that they may be redeemed, though only if there is express authority in the constitution of a public company, and the re-purchase can only be made from distributable profits. [CA 2006 ss 684-690 & 735] Second, since 1980 shares can simply be bought back from shareholders if, again this is done out of distributable profits. Crucially, the directors must also state that the company will be able to pay all its debts and continue for the next year, and shareholders must approve this by special resolution. [CA 2006 ss 714-717]"
And that's what the Companies Act says ... specifically ... s692(2)(b) ... "any premium payable on the purchase by a limited company of its own shares must be paid out of distributable profits of the company,"
And the reason is as I said, without this provision, it would extend limited liability to shareholders in companies that were explicitly formed for the purpose of defrauding loaners of money etc.
(The first exception to the rule is currently being used by SLA to issue B-Shares for redemption.)
Now it is possible to fund buy backs from debt in the sense that taking on debt may release other funds that it would have been prudent to hold back for contingency etc ... however, the Act is clear ... just as dividends can only be paid from distributable profits, buy backs too can only be made from distributable profits.
Borrowing money and buying back ... unless you have the distributable profits to book it against ... is not legal. :(
Mike