SCHEDULES

SCHEDULE 3Approved SAYE option schemes

Part 7Exchange of share options

38Exchange of options on company reorganisation

1

An SAYE option scheme may provide that if—

a

there is a company reorganisation affecting a scheme company (that is, a company whose shares may be acquired by the exercise of share options obtained under the scheme: see paragraph 18), and

b

a participant has obtained share options under the scheme which are to acquire shares of the scheme company (“the old options”),

the participant may agree with the acquiring company to release the old options in consideration of the participant being granted new share options.

2

For the purposes of this paragraph there is a company reorganisation affecting a scheme company if another company (“the acquiring company”)—

a

obtains control of the scheme company—

i

as a result of making a general offer to acquire the whole of the issued ordinary share capital of the scheme company which is made on a condition such that, if it is met, the person making the offer will have control of that company, or

ii

as a result of making a general offer to acquire all the shares in the scheme company which are of the same class as those subject to the old options;

b

obtains control of the scheme company as a result of a compromise or arrangement sanctioned by the court under—

i

section 425 of the Companies Act 1985 (power to compromise with creditors and members), or

ii

Article 418 of the Companies (Northern Ireland) Order 1986) (corresponding provision for Northern Ireland); or

c

becomes bound or entitled to acquire shares in the scheme company under—

i

sections 428 to 430 of that Act (power to acquire shares of shareholders dissenting from schemes or contract approved by majority), or

ii

Articles 421 to 423 of that Order (corresponding provision for Northern Ireland).

3

A scheme that makes provision under sub-paragraph (1) must require the agreement referred to in that sub-paragraph to be made—

a

where control is obtained in the way set out in sub-paragraph (2)(a)(i) or (ii), within the period of 6 months beginning with the time when the acquiring company obtains control and any condition subject to which the offer is made is met,

b

where control is obtained in the way set out in sub-paragraph (2)(b), within the period of 6 months beginning with the time when the court sanctions the compromise or arrangement, and

c

where sub-paragraph (2)(c) applies, within the period during which the acquiring company remains bound or entitled as mentioned in that provision.