CTM17560 | Distributions: purchase of own shares: quoted shares

Shares which are either:

• in the official list of the Stock Exchange, or

• are dealt in on the Alternative Investment Market,

will normally pass through the hands of a market maker in those shares.

The market maker acts as principal. Where such a company purchases its own shares there are two stages in the sale,

• the shareholder sells to the market maker, and then

• the market maker sells to the company.

A broker may act as agent of the shareholder and the company. This is not an absolute requirement as a market maker may deal directly with the shareholder and the company.

Exceptionally, the shareholder and the company may not pass the shares through the hands of a market maker. Instead, they may use a broker to execute the transaction. This is an 'agency cross'. In these circumstances the shareholder has sold the shares directly to the company. As a result, the distribution provisions will apply, unless either:

• the shareholder is a dealer in relation to the shares, see CTM17630, or

• the transaction is an exempt purchase of own shares within CTA10/S1033.

In most cases the company will use a market maker. The shareholder will sell the shares to the market maker, rather than back to the company, so the shareholder does not receive a distribution. As the market maker is a dealer, a purchase of its own shares by a company from a market maker gives rise to a trading receipt in the market maker’s hands, see CTM17630.