SCHEDULES
SCHEDULE 2F1... share incentive plans
Part 5Free shares
Holding period: power of participant to direct trustees to accept general offers etc.
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1
A participant may direct the trustees to do any of the following during the holding period.
2
The participant may direct the trustees to accept an offer for any of the participant’s free shares (“the original shares”) if the acceptance or agreement will result in a new holding being equated with the original shares for the purposes of capital gains tax.
3
The participant may direct the trustees to agree to a transaction affecting the participant’s free shares, or such of them as are of a particular class, if the transaction would be entered into as a result of a compromise, arrangement or scheme applicable to or affecting—
a
all the ordinary share capital of the company or, as the case may be, all the shares of the class in question, or
b
all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in F4a Schedule 2 SIP.
4
The participant may direct the trustees to accept an offer for the participant’s free shares of—
a
cash, with or without other assets, or
b
a qualifying corporate bond (whether alone or with other assets or cash or both),
if the offer forms part of a general offer falling within sub-paragraph (5).
5
A general offer falls within this sub-paragraph if—
a
it is made to holders of shares of the same class as the participant’s or to holders of shares in the same company, and
b
it is made in the first instance on a condition such that if it is satisfied the person making the offer will have control of that company.
6
In sub-paragraph (5) “control” has the meaning given by F3sections 450 and 451 of CTA 2010.
F27
For the purposes of sub-paragraph (5) it does not matter if the general offer is made to different shareholders by different means.
8
If in the case of a takeover offer (as defined in section 974 of the Companies Act 2006) there arises a right under section 983 of that Act to require the offeror to acquire the participant's free shares, or such of them as are of a particular class, the participant may direct the trustees to exercise that right.
Word in Sch. 2 title omitted (6.4.2014) by virtue of Finance Act 2014 (c. 26), Sch. 8 paras. 14, 89 (with Sch. 8 paras. 90-96)