Clause 48

by inserting, immediately after subsection (1), the following subsection:“(1A) A payment referred to in subsection (1)(a) shall include any expenses (including brokerage or commission) incurred directly in the purchase or acquisition by the company of its own shares.”; and

by deleting subsections (4), (5) and (6) and substituting the following subsection:“(4) For the purposes of this section, a company is solvent if at the date of the payment referred to in subsection (1) the following conditions are satisfied:

there is no ground on which the company could be found to be unable to pay its debts;

if —

it is intended to commence winding up of the company within the period of 12 months immediately after the date of the payment, the company will be able to pay its debts in full within the period of 12 months after the date of commencement of the winding up; or

it is not intended so to commence winding up, the company will be able to pay its debts as they fall due during the period of 12 months immediately after the date of the payment; and

the value of the company’s assets is not less than the value of its liabilities (including contingent liabilities) and will not, after the proposed purchase, acquisition, variation or release (as the case may be), become less than the value of its liabilities (including contingent liabilities).”.