Company reorganisations: introductionU.K.
39(1)This Part applies in connection with company reorganisations.U.K.
(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.]
Textual Amendments
F1Sch. 5 para. 39(2)(b) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008 (S.I. 2008/954), arts. 1(1), 34 (with art. 4)
F2Words in Sch. 5 para. 39(2)(b) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 26 (with ss. 2(2), 5(2))
F3Sch. 5 para. 39(2)(c) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), Sch. 4 para. 101 (with art. 12)
F4Words in Sch. 5 para. 39(2)(c) inserted (retrospective to 17.7.2013) by Finance Act 2016 (c. 24), Sch. 3 para. 8(1)(2)
F5Sch. 5 para. 39(4)(5) inserted (31.10.2013) by Finance Act 2013 (c. 29), Sch. 2 para. 31(1)(2); S.I. 2013/2796, art. 2