SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 3Eligibility of individuals

Meaning of “material interest”

20

1

In paragraph 19 (the “no material interest” requirement) references to a “material interest” in a company are to—

a

a material interest in the share capital of the company, or

b

where it is a close company, a material interest in its assets.

2

A material interest in the share capital of a company means—

a

beneficial ownership of, or

b

the ability to control (directly or through the medium of other companies or by any other indirect means),

more than 25% of the ordinary share capital of the company.

3

A material interest in the assets of a close company means—

a

possession of, or

b

an entitlement to acquire,

such rights as would, in the event of the winding up of the company or in any other circumstances, give an entitlement to receive more than 25% of the assets that would then be available for distribution among the participators.

4

In this paragraph—

  • “close company” includes a company that would be a close company but for—

    1. a

      F1section 442(a) of CTA 2010 (exclusion of companies not resident in the United Kingdom), or

    2. b

      F2sections 446 and 447 of CTA 2010 (exclusion of certain quoted companies), and

  • “participator” has the meaning given by F3section 454 of CTA 2010.

5

This paragraph is supplemented by paragraph 21 (material interest: options and interests in SIPs).