39(1)This Part applies in connection with company reorganisations.U.K.
(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;
[F1(b)obtains control of such a company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement);]
[F2(c)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.
Textual Amendments
F1Sch. 5 para. 39(2)(b) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008 (S.I. 2008/954), arts. 1(1), 34 (with art. 4)
F2Sch. 5 para. 39(2)(c) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), Sch. 4 para. 101 (with art. 12)