10(1)A scheme satisfies the requirements of this paragraph if it includes the issue by a company to a person connected with the company of shares other than shares falling within sub-paragraph (2).U.K.
(2)Shares issued by a company fall within this sub-paragraph if—
(a)on their issue, they are ordinary shares that are fully paid-up,
(b)at all times in the accounting period of the company in which the issue takes place, the shares confer a qualifying beneficial entitlement, and
(c)when the issue takes place, there is no arrangement or understanding under which the rights attaching to the shares may be amended.
(3)A share in a company confers a qualifying beneficial entitlement if it confers a beneficial entitlement to the relevant proportion of—
(a)any profits available for distribution to equity holders of the company, and
(b)any assets of the company available for distribution to its equity holders on a winding-up.
(4)For the purposes of sub-paragraph (3) the relevant proportion, in relation to a share, is the same as the proportion of the issued share capital represented by that share.
(5)Schedule 18 to ICTA (equity holders and profits or assets available for distribution) applies for the purposes of sub-paragraph (3) as it applies for the purposes of section 403C of ICTA.