SCHEDULES

SCHEDULE 5Enterprise management incentives

Part 6Company reorganisations

Company reorganisations: introduction

39

1

This Part applies in connection with company reorganisations.

2

For the purposes of this Part there is a “company reorganisation” where a company (“the acquiring company”)—

a

obtains control of a company whose shares are subject to an outstanding qualifying option—

i

as a result of making a general offer to acquire the whole of the issued share capital of that 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

ii

as a result of making a general offer to acquire all the shares in the company which are of the same class as those to which the option relates;

b

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

i

section 425 of the Companies Act 1985 (c. 6) (power to compromise with creditors and members), or

ii

Article 418 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) (corresponding provision for Northern Ireland);

F1c

becomes bound or entitled to acquire shares in the scheme company under sections 979 to 982 of the Companies Act 2006 (takeover offers: right of offeror to buy out minority shareholder).

d

obtains all the shares of a company whose shares are subject to an outstanding qualifying option as a result of a qualifying exchange of shares (see paragraph 40).

3

In sub-paragraph (2) “outstanding qualifying option” means a qualifying option that has yet to be exercised.