SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 11Supplementary provisions

Minor definitions

99

1

In the SIP code—

  • articles of association”, in relation to a company, includes any other written agreement between the shareholders of the company;

  • company” means a body corporate;

  • group of companies” means a company and any other companies of which it has control, and “group company” has a corresponding meaning;

  • participant’s plan shares”, in relation to a SIP, means plan shares that have been awarded to an individual participant;

  • PAYE obligations” means (subject to paragraphs 79(2) and 80(2)) obligations of any person under—

    1. a

      Part 11 of this Act, or

    2. b

      PAYE regulations;

  • plan shares”, in relation to a SIP, means—

    1. a

      free, partnership or matching shares which have been awarded to participants under the plan,

    2. b

      dividend shares which have been acquired on behalf of participants under the plan, and

    3. c

      shares in relation to which paragraph 87(1) applies (company reconstructions: new shares),

    and which (in each case) remain subject to the plan;

  • provision for forfeiture” means a provision to the effect that a participant ceases to be beneficially entitled to shares on the occurrence of certain events, and “forfeiture” is to be read accordingly;

  • qualifying corporate bond” has the meaning given by section 117 of TCGA 1992;

  • redundancy” has the same meaning as in ERA 1996 or ER(NI)O 1996;

  • rights arising under a rights issue” means rights conferred in respect of a participant’s plan shares to be allotted, on payment, other shares or securities or rights of any description in the same company.

2

For the purposes of the SIP code references to “shares” include fractions of shares forming part of the share capital of a company registered in a foreign country the law of which recognises such fractions.

3

For the purposes of the SIP code a company is a member of a consortium owning another company if it is one of a number of companies—

a

which between them beneficially own not less than 75% of the other company’s ordinary share capital, and

b

each of which beneficially owns not less than 5% of that capital.