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)[F1, (4A)] or (5).U.K.
(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.
[F2(3A)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 [F3section 899 of the Companies Act 2006 (court sanction for compromise or arrangement)] a compromise or arrangement [F4applicable 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 [F5a Schedule 3] SAYE option scheme.]
[F6(4A)The relevant date for the purposes of this sub-paragraph is the date on which a non-UK company reorganisation arrangement applicable 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 employments or directorships or their participation in a Schedule 3 SAYE option scheme,
becomes binding on the shareholders covered by it.]
(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 [F7sections 979 to 982 [F8or 983 to 985] of the Companies Act 2006 (takeover offers: right of offeror to buy out minority shareholder [F9etc] )].
[F10(6A)Sub-paragraphs (6B) to (6F) apply if the scheme makes provision under sub-paragraph (1) or (6).
(6B)The scheme may provide that if, in consequence of a relevant event, shares in the company to which a share option relates no longer meet the requirements of Part 4 of this Schedule, the share option may be exercised under the provision made under sub-paragraph (1) or (6) (as the case may be) no later than 20 days after the day on which the relevant event occurs, notwithstanding that the shares no longer meet the requirements of Part 4 of this Schedule.
(6C)In sub-paragraph (6B) “relevant event” means—
(a)a person obtaining control of the company as mentioned in sub-paragraph (2)(a);
(b)a person obtaining control of the company as a result of a compromise or arrangement sanctioned by the court as mentioned in sub-paragraph (4);
(c)a person obtaining control of the company as a result of a non-UK company reorganisation arrangement which has become binding on the shareholders covered by it as mentioned in sub-paragraph (4A);
(d)a person who is bound or entitled to acquire shares in the company as mentioned in sub-paragraph (6) obtaining control of the company.
(6D)Provision made under sub-paragraph (6B) may not authorise the exercise of a share option, as the case may be—
(a)at a time outside the 6 month period mentioned in sub-paragraph (1), or
(b)at a time not covered by sub-paragraph (6).
(6E)The scheme may provide that a share option relating to shares in a company which is exercised during the period of 20 days ending with—
(a)the relevant date for the purposes of sub-paragraph (2), (4) or (4A), or
(b)the date on which any person becomes bound or entitled to acquire shares in the company as mentioned in sub-paragraph (6),
is to be treated as if it had been exercised in accordance with the provision made under sub-paragraph (1) or (6) (as the case may be).
(6F)If the scheme makes provision under sub-paragraph (6E) it must also provide that if—
(a)a share option is exercised in reliance on that provision in anticipation of—
(i)an event mentioned in sub-paragraph (2), (4) or (4A) occurring, or
(ii)a person becoming bound or entitled to acquire shares in the company as mentioned in sub-paragraph (6), but
(b)as the case may be—
(i)the relevant date for the purposes of sub-paragraph (2), (4) or (4A) does not fall during the period of 20 days beginning with the date on which the share option is exercised, or
(ii)the person does not become bound or entitled to acquire shares in the company by the end of the period of 20 days beginning with the date on which the share option is exercised,
the exercise of the share option is to be treated as having had no effect.]
(7)For the purposes of this paragraph—
(a)“” 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).
Textual Amendments
F1Words in Sch. 3 para. 37(1) inserted (6.4.2014) by Finance Act 2014 (c. 26), Sch. 8 paras. 114(2), 146 (with Sch. 8 paras. 147-157)
F2Sch. 3 para. 37(3A)(3B) inserted (17.7.2013) by Finance Act 2013 (c. 29), Sch. 2 para. 24(2) (with Sch. 2 para. 24(3))
F3Words in Sch. 3 para. 37(4) substituted for Sch. 3 para. 37(4)(a)(b) (6.4.2008) by The Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008 (S.I. 2008/954), arts. 1(1), 32(2) (with art. 4)
F4Words in Sch. 3 para. 37(4) substituted (17.7.2013) by Finance Act 2013 (c. 29), Sch. 2 para. 24(4) (with Sch. 2 para. 24(5))
F5Words in Sch. 3 para. 37(4)(b) substituted (6.4.2014) by Finance Act 2014 (c. 26), Sch. 8 paras. 114(3), 146 (with Sch. 8 paras. 147-157)
F6Sch. 3 para. 37(4A) inserted (6.4.2014) by Finance Act 2014 (c. 26), Sch. 8 paras. 114(4), 146 (with Sch. 8 paras. 147-157)
F7Words in Sch. 3 para. 37(6) substituted for Sch. 3 para. 37(6)(a)(b) (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), Sch. 3 para. 3 (with art. 11(1))
F8Words in Sch. 3 para. 37(6) inserted (17.7.2013) by Finance Act 2013 (c. 29), Sch. 2 para. 24(6)(a) (with Sch. 2 para. 24(7))
F9Word in Sch. 3 para. 37(6) inserted (17.7.2013) by Finance Act 2013 (c. 29), Sch. 2 para. 24(6)(b) (with Sch. 2 para. 24(7))
F10Sch. 3 para. 37(6A)-(6F) inserted (6.4.2014) by Finance Act 2014 (c. 26), Sch. 8 paras. 114(5), 146 (with Sch. 8 paras. 147-157)