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;
F1(b)
obtains control of such a company as a result of a compromise or arrangement sanctioned by the court under section 899 F2or 901F of the Companies Act 2006 (court sanction for compromise or arrangement);
F3(c)
becomes bound or entitled to acquire shares in the scheme company under sections 979 to 982 F4or 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.
F5(4)
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.