(2 ) If redeemed shares were issued at a premium, any premium payable on their redemption may be paid out of the proceeds of a fresh issue of shares made for the purposes of the redemption, up to an amount equal to— (a ) the aggregate of the premiums received by the company on the issue of the shares redeemed; or (b ) the current amount of the company’s share premium account, including any sum transferred to that account in respect of the premiums on the new shares; whichever is the lesser, and in that event the amount of the company’s share premium account shall be reduced by a sum corresponding, or by sums in the aggregate corresponding, to the amount of any payment made by virtue of this subsection out of the proceeds of the issue of the new shares. (3 ) Subject to this section and to sections seventy-eight, eighty-three and eighty-four, redemption of shares may be effected on such terms and in such manner as may be provided by the company’s art cles. (4 ) Shares redeemed under this section shall be treated as cancelled on redemption and the amount of the company’s share capital shall be diminished by the nominal value of those shares, but the redemption of shares by a company shall not be taken as reducing the amount of the company’s authorized share capital. (5 ) Without prejudice to subsection (4), where a company is about to redeem shares, it shall have power to issue shares up to the nominal value of the shares to be redeemed as if those shares had never been issued, and accordingly the share capital of the company shall not, for the purposes of any law relating to stamp duty, be deemed to be increased by the issue of shares in pursuance of this subsection: Provided that, where new shares are issued before the redemption of the old shares, the new shares shall not, so far as relates to stamp duty, be deemed to have been issued in pursuance of this subsection unless the old shares are redeemed within one month after the issue of the new shares. 78 Power of company to purchase own shares (1 ) Subject to this section and to sections seventy-nine to eighty-four, a company may, if authorized by its articles, purchase its own shares, including any redeemable shares. (2 ) Sections seventy-six and seventy-seven shall apply, mutatis mutandis, to the purchase by a company of its own shares save that the terms and manner of purchase need not be determined by the articles as required by subsection (3) of section seventy-seven. (3 ) A company shall not purchase its own shares if as a result of the purchase there would no longer be any member holding shares other than redeemable shares. 79 Authority required by company to purchase its own shares (1 ) A company shall not purchase its own shares unless the purchase has been authorized in advance by the company in general meeting. (2 ) An authority granted by the company in general meeting shall not be valid for the purposes of subsection (1)— (a ) unless it specifies— (i) the price, or the maximum and minimum prices, at which the shares may be acquired; and (ii) the maximum number of shares which may be acquired and the class thereof; and (iii) the date on which the authority will expire; (b ) where the shares are to be purchased otherwise than on a securities exchange registered under the Securities Act [ Chapter 24:25] if any person holding shares to which the authority relates has voted for the resolution conferring the authority: Provided that this paragraph shall not apply in the case of a private company or in the case of a public company when a class of shares are all to be purchased or are to be purchased pro rata from all the shareholders who hold shares of the class concerned. 80 Cession or renunciation of rights (1 ) Where a company has obtained rights to purchase shares pursuant to an authority obtained in terms of section seventy-nine— (a ) such rights shall not be capable of being ceded; (b ) any agreement to renounce such rights shall not be valid unless the renunciation has been authorized in advance by the company in general meeting. (2 ) An authority granted by the company in general meeting shall not be valid for the purposes of paragraph (b) of subsection (l)— (a ) unless it specifies the shares or the number of shares concerned; or (b ) where the purchase is to be effected otherwise than on the a securities exchange registered under the Securities Act [ Chapter 24:25], if any person holding shares to which the authority relates has voted for the resolution conferring the authority: Provided that this paragraph shall not apply in the case of a private company or in the case of a public company when a class of shares are all to be purchased or are to be purchased pro rata from all the shareholders who hold shares of the class concerned. [Paragraph as amended by section 120 of Act No. 17 of 2004]

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