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SCHEDULES

SCHEDULE 5U.K.Enterprise management incentives

Part 6U.K.Company reorganisations

Company reorganisations: introductionU.K.

39(1)This Part applies in connection with company reorganisations.U.K.

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

(a)obtains control of a company whose shares are subject to an outstanding qualifying option—

(i)as a result of making a general offer to acquire the whole of the issued share capital of that company which is made on a condition such that, if it is met, 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;

[F1(b)obtains control of such a company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement);]

[F2(c)becomes bound or entitled to acquire shares in the scheme company under sections 979 to 982 of the Companies Act 2006 (takeover offers: right of offeror to buy out minority shareholder).]

(d)obtains all the shares of a company whose shares are subject to an outstanding qualifying option as a result of a qualifying exchange of shares (see paragraph 40).

(3)In sub-paragraph (2) “outstanding qualifying option” means a qualifying option that has yet to be exercised.