(1) Despite section 39(2) or section 40(3), but subject to subsection (2) of this section and to its articles, a company may, at prices not exceeding the redemption price thereof stated in its articles or calculated according to a formula stated in its articles, purchase or redeem any redeemable shares issued by it.
(2) A company shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that—
(a) the company is unable or would, after that payment, be unable to pay its liabilities as they become due; or
(b) the realisable value of the company's assets would, after that payment, be less than the aggregate of—
(i) its liabilities, and
(ii) the amount that would be required to pay the holders of shares that have a right to be paid, on a redemption or in a winding-up, rateably with or before the holders of the shares to be purchased or redeemed.