(1) Subject to subsections (2), (12) and (13), it shall not be lawful for a company to give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company, or, where the company is a subsidiary company, in its holding company.
(2) Subsection (1) shall not apply to the giving of financial assistance by a company if -
(a) such financial assistance is given under the authority of a special resolution of the company passed not more than 12 months previously; and
(b) the company has forwarded with each notice of the meeting at which the special resolution is to be considered or, if the procedure referred to in subsection (6) is followed, the company has appended to the resolution, a copy of a statutory declaration which complies with subsections (3) and (4) and also deliver