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;

F2b

obtains control of such a company as a result of a compromise or arrangement sanctioned by the court under section 899 F1or 901F of the Companies Act 2006 (court sanction for compromise or arrangement);

F5c

becomes bound or entitled to acquire shares in the scheme company under sections 979 to 982 F3or 983 to 985 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.

F44

In sub-paragraph (2)(a)(i) the reference to the issued 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 (2)(a)(ii) 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.

5

For the purposes of sub-paragraph (2)(a)(i) and (ii) it does not matter if the general offer is made to different shareholders by different means.