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.