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BRITISH VIRGIN ISLANDS - Mossack Fonseca & Co.

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34<br />

63. The purchase, redemption or other acquisition by a company of one or<br />

more of its own shares is deemed not to be a distribution where<br />

(a) the company redeems the share or shares under and in<br />

accordance with section 62;<br />

(b) the company redeems the share or shares pursuant to a right of<br />

a shareholder to have his shares redeemed or to have his<br />

shares exchanged for money or other property of the company;<br />

or<br />

(c) the company purchases, redeems or otherwise acquires the<br />

share or shares by virtue of the provisions of section 179.<br />

64. (1) A company may hold shares that have been purchased, redeemed or<br />

otherwise acquired under section 59 as treasury shares if<br />

(a) the memorandum or articles of the company do not prohibit it<br />

from holding treasury shares;<br />

(b) the directors resolve that shares to be purchased, redeemed or<br />

otherwise acquired shall be held as treasury shares; and<br />

(c) the number of shares purchased, redeemed or otherwise<br />

acquired, when aggregated with shares of the same class already<br />

held by the company as treasury shares, does not exceed fifty<br />

per cent of the shares of that class previously issued by the<br />

company, excluding shares that have been cancelled.<br />

(2) All the rights and obligations attaching to a treasury share are<br />

suspended and shall not be exercised by or against the company while it<br />

holds the share as a treasury share.<br />

65. Treasury shares may be transferred by the company and the provisions of<br />

this Act and the memorandum and articles that apply to the issue of shares<br />

apply to the transfer of treasury shares.<br />

66. (1) A mortgage or charge of shares of a company shall be in writing signed<br />

by, or with the authority of, the holder of the bearer share or the registered<br />

holder of the registered share to which the mortgage or charge relates.<br />

(2) A mortgage or charge of a bearer share is not valid and enforceable<br />

unless the certificate for the share is deposited with a custodian.<br />

(3) A mortgage or charge of shares of a company need not be in any<br />

specific form but it shall clearly indicate<br />

AE/ET/Pub./bg/03.2007<br />

Purchases,<br />

redemptions<br />

or other<br />

acquisitions<br />

deemed not<br />

to be a<br />

distribution.<br />

26/2005<br />

Treasury shares.<br />

26/2005<br />

Transfer of<br />

treasury<br />

shares.<br />

26/2005<br />

Mortgages and<br />

charges of<br />

shares.

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