Finance Act 2000

Yn ddilys o 28/07/2000

Part VIII U.K. Company reorganisations

Introduction U.K.

59 (1) The provisions of this Part of this Schedule apply in relation to company reorganisations.

(2) For the purposes of this Part a “company reorganisation” means where a company (“the acquiring company”)—

(a) obtains control of a company whose shares are subject to a qualifying option which has yet to be exercised—

(i) as a result of making a general offer to acquire the whole of the issued ordinary share capital of that company which is made on a condition such that if it is satisfied the person making the offer will have control of the company, or

(ii) as a result of making a general offer to acquire all the shares in the company which are of the same class as those to which the option relates; or

(b) obtains control of such a company in pursuance of a compromise or arrangement sanctioned by the court under section 425 of the M1 Companies Act 1985 or Article 418 of the M2 Companies (Northern Ireland) Order 1986; or

(c) becomes bound or entitled under sections 428 to 430 of that Act or Articles 421 to 423 of that Order to acquire shares of the same class as shares that are subject to a qualifying option that has yet to be exercised; or

(d) obtains all the shares of a company whose shares are subject to such a qualifying option as a result of a qualifying exchange of shares (see paragraph 60).

(3) In this Part of this Schedule “control” has the meaning given by section 840 of the Taxes Act 1988.

Marginal Citations

M1 1985 c. 6.

M2 S.I. 1986/1032 N.I. 6.

Meaning of “qualifying exchange of shares" U.K.

60 (1) For the purposes of this Part of this Schedule there is a “qualifying exchange of shares” where arrangements are made in accordance with which a company (“the new company”) acquires all the shares (“old shares”) in another company (“the old company”) and the following conditions are met.

(2) The conditions are—

(a) that the consideration for the old shares consists wholly of the issue of shares (“new shares”) in the new company;

(b) that new shares are issued in consideration of old shares only at times when there are no issued shares in the new company other than—

(i) subscriber shares, and

(ii) new shares previously issued in consideration of old shares;

(c) that the consideration for new shares of each description consists wholly of old shares of the corresponding description;

(d) that new shares of each description are issued to the holders of old shares of the corresponding description in respect of, and in proportion to, their holdings; and

(e) that by virtue of section 127 of the M3 Taxation of Chargeable Gains Act 1992 as applied by section 135(3) of that Act, the exchange of shares is not treated as involving a disposal of the old shares or an acquisition of the new shares.

(3) For the purposes of this paragraph old shares and new shares are of a corresponding description if, on the assumption that they were shares in the same company, they would be of the same class and carry the same rights.

(4) In this paragraph references to “shares", except in the expression “subscriber shares", include securities.

Marginal Citations

M3 1992 c. 12.

Grant of replacement option U.K.

61 (1) This paragraph applies where in the case of a company reorganisation—

(a) the holder of a qualifying option, by agreement with the acquiring company, releases his rights under that option (“the old option”) in consideration of the grant to him of rights (“the new option”) which are equivalent but relate to shares in the acquiring company, and

(b) the requirements of the following paragraphs are met—

paragraph 62 (period within which replacement option must be granted), and

paragraph 63 (qualifying requirements for replacement option).

(2) Where this paragraph applies, the new option shall be treated for the purposes of this Schedule as a “replacement option”.

(3) Except as otherwise provided—

(a) references in this Schedule to a qualifying option include a replacement option, and

(b) a replacement option is treated for the purposes of this Schedule as if it had been granted on the date on which the old option was granted.

(4) In this Schedule references to “the old option” or “the new option” shall be construed in accordance with this paragraph.

Period within which replacement option must be granted U.K.

62 The new option does not qualify as a replacement option unless it is granted within—

(a) if the company reorganisation falls within paragraph 59(2)(a), the period of six months beginning with the time when the person making the offer has obtained control of the company and any condition subject to which the offer is made is satisfied;

(b) if the company reorganisation falls within paragraph 59(2)(b) or (d), the period of six months beginning with the time when the acquiring company obtains control of the company whose shares are subject to the old option;

(c) if the company reorganisation falls within paragraph 59(2)(c), the period during which the acquiring company remains bound or entitled as mentioned in that paragraph.

Qualifying requirements for replacement option U.K.

63 A new option qualifies as a replacement option only if—

(a) the option is granted to the holder of the old option by reason of his employment—

(i) with the acquiring company, or

(ii) if that company is a parent company, with that company or another group company;

(b) at the time of the release of rights under the old option, the requirements of—

(i) paragraph 9 (purpose of granting the option), and

(ii) paragraph 11 (number of employees who may hold qualifying options),

are met in relation to the new option;

(c) at that time, the independence requirement and the trading activities requirement are met in relation to the acquiring company;

(d) at that time, the individual to whom the new option is granted is an eligible employee in relation to the acquiring company;

(e) at that time, the requirements of Part V are met in relation to the new option;

(f) the total market value, immediately before the release, of the shares which were subject to the old option is equal to the total market value, immediately after the grant, of the shares in respect of which the new option is granted; and

(g) the total amount payable by the employee for the acquisition of shares in pursuance of the new option is equal to the total amount that would have been payable for the acquisition of shares in pursuance of the old option.