SCHEDULES

SCHEDULE 2Approved share incentive plans

Part 4Types of shares that may be awarded

Types of share that may be awarded: introduction

25

1

The requirements of the following paragraphs must be met with respect to any shares that may be awarded under a SIP—

  • paragraph 26 (shares must be part of ordinary share capital of certain companies),

  • paragraph 27 (requirement as to listing etc.),

  • paragraph 28 (shares must be fully paid up and not redeemable), F3and

  • paragraph 29 (prohibited shares)

  • F4...

2

In this Part of this Schedule “eligible shares” means shares that may be awarded under the plan.

Shares must be part of ordinary share capital of certain companies

26

Eligible shares must form part of the ordinary share capital of—

a

the company,

b

a company which has control of the company, or

c

a company which either is, or has control of, a company which is a member of a consortium owning either the company or a company having control of the company.

Requirement as to listing etc.

27

1

Eligible shares must be—

a

shares of a class listed on a recognised stock exchange,

b

shares in a company which is not under the control of another company, or

c

shares in a company which is under the control of a listed company.

2

A “listed company” is a company whose shares are listed on a recognised stock exchange, other than—

a

a close company, or

b

a company that would be a close company if resident in the United Kingdom.

Shares must be fully paid up and not redeemable

28

1

Eligible shares must be—

a

fully paid up, and

b

not redeemable.

2

For the purposes of sub-paragraph (1)(a) shares are not to be regarded as fully paid up if there is an undertaking to pay cash at a future date to the company whose shares they are.

3

For the purposes of sub-paragraph (1)(b) “redeemable” shares include shares that may become redeemable at a future date.

4

Sub-paragraph (1)(b) does not apply to shares in a registered industrial and provident society which is a co-operative society.

5

In sub-paragraph (4)—

  • “registered industrial and provident society” means a society registered or deemed to be registered under the Industrial and Provident Societies Act 1965 (c. 12) or the Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 (N.I.)), and

  • “co-operative society” has the same meaning as in section 1 of the 1965 Act or, as the case may be, the 1969 Act.

Prohibited shares

29

1

Eligible shares must not be shares in—

a

a service company, or

b

a company that—

i

has control of a service company, and

ii

is under the control of a person or persons who fall within sub-paragraph (2)(b)(i) or (ii) as it applies to a service company.

2

For the purposes of this paragraph a company is a “service company” if—

a

the business carried on by it consists substantially in the provision of the services of persons employed by it, and

b

the majority of those services are provided to—

i

a person who has control of the company,

ii

two or more persons who together have control of the company, or

iii

a company associated with the company.

3

For the purposes of sub-paragraph (2)(b)(iii) a company is associated with another company if both companies are under the control of the same person or persons.

4

For the purposes of sub-paragraphs (1) to (3)—

a

a partnership is to be treated as a single person; and

b

where a partner (alone or together with others) has control of a company, the partnership is to be treated as having (in the same way) control of that company.

5

For the purposes of this paragraph the question whether a person controls a company is to be determined in accordance with F1sections 450 and 451 of CTA 2010.

Only certain kinds of restriction allowed

F230

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Permitted restrictions: voting rights

F231

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Permitted restrictions: provision for forfeiture

F232

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Permitted restrictions: pre-emption conditions

F233

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .