SCHEDULES
SCHEDULE 3Approved SAYE option schemes
Part 6Requirements etc. relating to share options
Exercise of options: company events
37
1
The scheme may provide that share options relating to shares in a company may be exercised within 6 months after the relevant date for the purposes of sub-paragraph (2), (4) or (5).
2
The relevant date for the purposes of this sub-paragraph is the date when—
a
a person has obtained control of the company as a result of making an offer falling within sub-paragraph (3), and
b
any condition subject to which the offer is made has been satisfied.
3
An offer falls within this sub-paragraph if it is—
a
a general offer to acquire the whole of the issued ordinary share capital of the company, which is made on a condition such that, if it is met, the person making the offer will have control of the company, or
b
a general offer to acquire all the shares in the company which are of the same class as the shares in question obtained under the scheme.
F33A
In sub-paragraph (3)(a) the reference to the issued ordinary share capital of the company does not include any capital already held by the person making the offer or a person connected with that person and in sub-paragraph (3)(b) the reference to the shares in the company does not include any shares already held by the person making the offer or a person connected with that person.
3B
For the purposes of sub-paragraph (3)(a) and (b) it does not matter if the general offer is made to different shareholders by different means.
4
The relevant date for the purposes of this sub-paragraph is the date when the court sanctions under F2section 899 of the Companies Act 2006 (court sanction for compromise or arrangement) a compromise or arrangement F6applicable to or affecting—
a
all the ordinary share capital of the company or all the shares of the same class as the shares to which the option relates, or
b
all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in an approved SAYE option scheme.
5
The relevant date for the purposes of this sub-paragraph is the date when the company passes a resolution for voluntary winding up.
6
The scheme may provide that share options relating to shares in a company may be exercised at any time when any person is bound or entitled to acquire shares in the company under F1sections 979 to 982 F4or 983 to 985 of the Companies Act 2006 (takeover offers: right of offeror to buy out minority shareholder F5etc ).
7
For the purposes of this paragraph—
a
“share options” means share options granted under the scheme; and
b
a person is to be treated as obtaining control of a company if that person and others acting in concert together obtain control of it.
8
This paragraph has effect subject to paragraph 30(1)(b) (options must not be capable of being exercised later than 6 months after bonus date).