SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 11Supplementary provisions

Treatment of shares acquired under rights issue

88

1

This paragraph applies for the purposes of the SIP code where the trustees exercise rights arising under a rights issue and conferred in respect of a participant’s plan shares.

2

In such a case, any shares or securities or rights allotted are to be treated as if they were plan shares—

a

identical to the shares in respect of which the rights were conferred, and

b

appropriated to, or acquired on behalf of, the participant under the plan in the same way and at the same time as those shares.

3

If, however, either of the conditions set out in sub-paragraph (4) is met, sub-paragraph (5) applies instead.

4

The conditions are—

a

that the funds used by the trustees to exercise the rights are not provided by the exercise of the trustees' powers under paragraph 77 (trustees' powers to raise funds to subscribe for rights issue);

b

that similar rights are not conferred in respect of all ordinary shares in the company.

5

If either of those conditions is met—

a

any shares, securities or rights allotted are not plan shares, and

b

sections 127 to 130 of TCGA 1992 (reorganisation of share capital etc.) do not apply in relation to them.