Income Tax (Earnings and Pensions) Act 2003

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);

(c) becomes bound or entitled under—

(i) sections 428 to 430 of that Act (power to acquire shares of shareholders dissenting from schemes or contract approved by majority), or

(ii) Articles 421 to 423 of that Order (corresponding provision for Northern Ireland),

to acquire shares of the same class as shares that are subject to an outstanding qualifying option; or

(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.