PART XIENFORCEMENT OF FAIR DEALING BY DIRECTORS
Share dealings by directors and their families
Prohibition on directors dealing in share options331 F2
1
It is an offence for a director of a company to buy—
a
a right to call for delivery at a specified price and within a specified time of a specified number of relevant shares or a specified amount of relevant debentures; or
b
a right to make delivery at a specified price and within a specified time of a specified number of relevant shares or a specified amount of relevant debentures; or
c
a right (as he may elect) to call for delivery at a specified price and within a specified time or to make delivery at a specified price and within a specified time of a specified number of relevant shares or a specified amount of relevant debentures.
2
A person guilty of an offence under paragraph (1) is liable to imprisonment or a fine, or both.
3
In paragraph (1)—
a
“relevant shares”, in relation to a director of a company, means shares in the company or in any other body corporate, being the company's subsidiary or holding company, or a subsidiary of the company's holding company, being shares as respects which there has been granted a listing on a stock exchange (whether within the United Kingdom or elsewhere);
b
“relevant debentures”, in relation to a director of a company, means debentures of the company or of any other body corporate, being the company's subsidiary or holding company or a subsidiary of the company's holding company, being debentures as respects which there has been granted such a listing; and
c
“price” includes any consideration other than money.
4
This Article applies to a shadow director as to a director.
5
This Article is not to be taken as penalising a person who buys a right to subscribe for shares in, or debentures of, a body corporate or buys debentures of a body corporate that confer upon the holder of them a right to subscribe for, or to convert the debentures (in whole or in part) into, shares of that body.
F36
This Article is not to be taken as penalising a director of a company who buys a right to call for delivery at a specified price within a specified time of a specified number of shares held as treasury shares by the company or by a relevant company which is that company's subsidiary or holding company or a subsidiary of that company's holding company.
7
For the purposes of paragraph (6)—
a
“relevant company” means a company listed in Article 1 of Council Directive 77/91/EEC, and
b
shares of a relevant company (other than a company within the meaning of Article 3(1)) are held as treasury shares if—
i
they fall within Article 172(4)(a) to (d) (qualifying shares), and
ii
they are held by the relevant company in accordance with provisions of the law of a member State implementing Articles 19 to 22 of that Directive.