|
| |
| |
Exercise of options: death | |
32 The scheme must provide that, if a participant dies before exercising the | |
options, they may be exercised on or after the date of death but not later | |
than— | |
(a) 12 months after the date of death, in a case where the participant dies | 5 |
before the bonus date, or | |
(b) 12 months after the bonus date, in a case where the participant dies | |
on or within 6 months after that date. | |
Exercise of options: reaching specified age without retiring | |
33 (1) The scheme must provide that, if a participant (“P”) continues to hold the | 10 |
office or employment by reference to which P satisfies the condition in | |
paragraph 10(1) (the employment requirement) after the date on which P | |
reaches the specified age, P may exercise the options within 6 months of that | |
date. | |
(2) This paragraph has effect subject to paragraph 30(1)(b) (options must not be | 15 |
capable of being exercised later than 6 months after bonus date). | |
Exercise of options: scheme-related employment ends | |
34 (1) The scheme must provide that, if a participant (“P”) no longer holds scheme- | |
related employment (see paragraph 35), the options are exercisable as set out | |
in sub-paragraphs (2) to (4). | 20 |
(2) In a case where P ceases to hold the scheme-related employment because | |
of— | |
(a) injury or disability or redundancy within the meaning of ERA 1996, | |
or | |
(b) retirement on reaching the specified age, or any other age at which P | 25 |
is bound to retire in accordance with the terms of P’s contract of | |
employment, | |
the options may only be exercised within 6 months after the termination | |
date. | |
(3) In a case where P ceases to hold the scheme-related employment for any | 30 |
other reason, share options granted more than 3 years before the termination | |
date either— | |
(a) may not be exercised, or | |
(b) may only be exercised within 6 months after the termination date, | |
according to which of these alternatives is specified in the scheme. | 35 |
(4) Subject to any provision made under sub-paragraph (5), in a case where P | |
ceases to hold the scheme-related employment for any reason other than one | |
within sub-paragraph (2)(a) or (b), share options granted 3 years or less | |
before the termination date may not be exercised at all. | |
(5) The scheme may provide that, in a case where P ceases to hold the scheme- | 40 |
related employment only because— | |
(a) it is in a company of which the scheme organiser ceases to have | |
control, or | |
(b) it relates to a business or part of a business which is transferred to a | |
person who is not an associated company of the scheme organiser, | 45 |
| |
| |
|
| |
| |
the options may be exercised within 6 months after the termination date. | |
(6) This paragraph has effect subject to paragraph 30(1)(b) (options must not be | |
capable of being exercised later than 6 months after bonus date). | |
(7) In this paragraph— | |
“scheme-related employment” means the office or employment by | 5 |
reference to which the person satisfies the condition in paragraph | |
10(1) (the employment requirement”); | |
“the termination date” means the date when P ceases to hold the | |
scheme-related employment (see paragraph 35). | |
Time when scheme-related employment ends | 10 |
35 (1) This paragraph applies for the purposes of paragraph 34 (exercise of | |
options: scheme-related employment ends). | |
(2) Unless sub-paragraph (3) applies, a participant (“P”) is to be regarded as | |
ceasing to hold scheme-related employment on the date when the office or | |
employment in question terminates. | 15 |
(3) If — | |
(a) P’s scheme-related employment terminates, but | |
(b) P continues to hold an office or employment in the scheme organiser | |
or any associated company, | |
P is to be regarded as ceasing to hold the scheme-related employment on the | 20 |
date when P no longer holds any office or employment within paragraph (b), | |
and not at any earlier time. | |
(4) For the purposes of sub-paragraph (3) one company is an “associated | |
company” of another company if— | |
(a) one has control of the other, or | 25 |
(b) both are under the control of the same person or persons; | |
and for this purpose the question of whether a person controls a company is | |
to be determined in accordance with section 416(2) to (6) of ICTA (“control” | |
in the context of close companies). | |
(5) Nothing in paragraph 34 or this paragraph applies where a person’s | 30 |
scheme-related employment terminates on that person’s death (see instead | |
paragraph 32). | |
(6) In this paragraph “scheme-related employment” has the same meaning as in | |
paragraph 34. | |
Exercise of options: employment in associated company at bonus date | 35 |
36 The scheme may provide that if at the bonus date a participant holds an | |
office or employment in a company which is— | |
(a) an associated company of the scheme organiser, but | |
(b) not a constituent company, | |
the options may be exercised within 6 months after that date. | 40 |
| |
| |
|
| |
| |
Exercise of options: company events | |
37 (1) The scheme may provide that share options relating to shares in a company | |
may be exercised within 6 months after the relevant date for the purposes of | |
sub-paragraph (2), (4) or (5). | |
(2) The relevant date for the purposes of this sub-paragraph is the date when— | 5 |
(a) a person has obtained control of the company as a result of making | |
an offer falling within sub-paragraph (3), and | |
(b) any condition subject to which the offer is made has been satisfied. | |
(3) An offer falls within this sub-paragraph if it is— | |
(a) a general offer to acquire the whole of the issued ordinary share | 10 |
capital of the 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 | |
(b) a general offer to acquire all the shares in the company which are of | |
the same class as the shares in question obtained under the scheme. | 15 |
(4) The relevant date for the purposes of this sub-paragraph is the date when the | |
court sanctions under— | |
(a) section 425 of the Companies Act 1985 (c. 6) (power to compromise | |
with creditors and members), or | |
(b) Article 418 of the Companies (Northern Ireland) Order 1986 (S.I. | 20 |
1986/1032 (N.I. 6)) (corresponding provision for Northern Ireland), | |
a compromise or arrangement proposed for the purposes of or in connection | |
with a scheme for the reconstruction or amalgamation of the company. | |
(5) The relevant date for the purposes of this sub-paragraph is the date when the | |
company passes a resolution for voluntary winding up. | 25 |
(6) The scheme may provide that share options relating to shares in a company | |
may be exercised at any time when any person is bound or entitled to | |
acquire shares in the company under— | |
(a) sections 428 to 430 of the Companies Act 1985 (power to acquire | |
shares of shareholders dissenting from schemes or contract | 30 |
approved by majority), or | |
(b) Articles 421 to 423 of the Companies (Northern Ireland) Order 1986 | |
(S.I. 1986/1032 (N.I.6)) (corresponding provision for Northern | |
Ireland). | |
(7) For the purposes of this paragraph— | 35 |
(a) “share options” means share options granted under the scheme; and | |
(b) a person is to be treated as obtaining control of a company if that | |
person and others acting in concert together obtain control of it. | |
(8) This paragraph has effect subject to paragraph 30(1)(b) (options must not be | |
capable of being exercised later than 6 months after bonus date). | 40 |
Part 7 | |
Exchange of share options | |
Exchange of options on company reorganisation | |
38 (1) An SAYE option scheme may provide that if— | |
| |
| |
|
| |
| |
(a) there is a company reorganisation affecting a scheme company (that | |
is, a company whose shares may be acquired by the exercise of share | |
options obtained under the scheme: see paragraph 18), and | |
(b) a participant has obtained share options under the scheme which are | |
to acquire shares of the scheme company (“the old options”), | 5 |
the participant may agree with the acquiring company to release the old | |
options in consideration of the participant being granted new share options. | |
(2) For the purposes of this paragraph there is a company reorganisation | |
affecting a scheme company if another company (“the acquiring | |
company”)— | 10 |
(a) obtains control of the scheme company— | |
(i) as a result of making a general offer to acquire the whole of | |
the issued ordinary share capital of the scheme company | |
which is made on a condition such that, if it is met, the person | |
making the offer will have control of that company, or | 15 |
(ii) as a result of making a general offer to acquire all the shares | |
in the scheme company which are of the same class as those | |
subject to the old options; | |
(b) obtains control of the scheme company as a result of a compromise | |
or arrangement sanctioned by the court under— | 20 |
(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); or | 25 |
(c) becomes bound or entitled to acquire shares in the scheme company | |
under— | |
(i) sections 428 to 430 of that Act (power to acquire shares of | |
shareholders dissenting from schemes or contract approved | |
by majority), or | 30 |
(ii) Articles 421 to 423 of that Order (corresponding provision for | |
Northern Ireland). | |
(3) A scheme that makes provision under sub-paragraph (1) must require the | |
agreement referred to in that sub-paragraph to be made— | |
(a) where control is obtained in the way set out in sub-paragraph | 35 |
(2)(a)(i) or (ii), within the period of 6 months beginning with the time | |
when the acquiring company obtains control and any condition | |
subject to which the offer is made is met, | |
(b) where control is obtained in the way set out in sub-paragraph (2)(b), | |
within the period of 6 months beginning with the time when the | 40 |
court sanctions the compromise or arrangement, and | |
(c) where sub-paragraph (2)(c) applies, within the period during which | |
the acquiring company remains bound or entitled as mentioned in | |
that provision. | |
Requirements about share options granted in exchange | 45 |
39 (1) This paragraph applies to a scheme that makes provision under paragraph | |
38 (exchange of options on company reorganisation). | |
(2) The scheme must require the new share options to relate to shares in a | |
company which— | |
| |
| |
|
| |
| |
(a) is different from the company whose shares are subject to the old | |
options, and | |
(b) is either the acquiring company itself or some other company within | |
sub-paragraph (b) or (c) of paragraph 18 (shares must be ordinary | |
shares of certain companies), namely— | 5 |
(i) a company which has control of the scheme organiser, or | |
(ii) a company which is, or has control of a company which is, a | |
member of a consortium owning either the scheme organiser | |
or a company having control of the scheme organiser. | |
For this purpose the control in question may be through the medium | 10 |
of the acquiring company. | |
(3) The scheme must also require the new share options to be equivalent to the | |
old options. | |
(4) For the new options to be regarded as equivalent to the old options— | |
(a) the shares to which they relate must meet the conditions in | 15 |
paragraphs 18 to 22 (types of share that may be used), | |
(b) they must be exercisable in the same manner as the old options and | |
subject to the provisions of the scheme as it had effect immediately | |
before the release of the old options, | |
(c) the total market value of the shares subject to the old options | 20 |
immediately before the release of those options by the participant | |
must equal the total market value, immediately after the grant of the | |
new options to the participant, of the shares subject to those options, | |
and | |
(d) the total amount payable by the participant for the acquisition of | 25 |
shares under the new options must be equal to the total amount that | |
would have been so payable under the old options. | |
(5) For the purposes of the SAYE code, new share options granted under the | |
terms of a provision included in a scheme under paragraph 38 are to be | |
treated as having been granted at the time when the corresponding old | 30 |
options were granted. | |
(6) This also applies for the purposes of the provisions of the scheme in their | |
operation, after the grant of the new options, by virtue of a condition | |
complying with sub-paragraph (4)(b). | |
Part 8 | 35 |
Approval of schemes | |
Application for approval | |
40 (1) Where— | |
(a) an SAYE option scheme has been established, and | |
(b) the scheme organiser makes an application to the Inland Revenue for | 40 |
approval of the scheme, | |
the Inland Revenue must approve the scheme if they are satisfied that it | |
meets the requirements of Parts 2 to 7 of this Schedule. | |
(2) An application for approval — | |
(a) must be in writing, and | 45 |
| |
| |
|
| |
| |
(b) must contain such particulars and be supported by such evidence as | |
the Inland Revenue may require. | |
(3) Once the Inland Revenue have decided whether or not to approve the | |
scheme, they must give notice of their decision to the scheme organiser. | |
Appeal against refusal of approval | 5 |
41 (1) If the Inland Revenue refuse to approve the scheme, the scheme organiser | |
may appeal to the Special Commissioners. | |
(2) The notice of appeal must be given to the Inland Revenue within 30 days | |
after the date on which notice of their decision was given to the scheme | |
organiser. | 10 |
(3) If the Special Commissioners allow the appeal, they may direct the Inland | |
Revenue to approve the scheme with effect from a date specified by the | |
Commissioners. | |
(4) The date so specified must not be earlier than that of the application for | |
approval. | 15 |
Withdrawal of approval | |
42 (1) If any disqualifying event occurs in connection with an approved SAYE | |
option scheme, the Inland Revenue may by a notice given to the scheme | |
organiser withdraw the approval with effect from— | |
(a) the time at which the disqualifying event occurred, or | 20 |
(b) a later time specified by the Inland Revenue in the notice. | |
(2) A “disqualifying event” occurs in connection with a scheme if— | |
(a) any of the requirements of Parts 2 to 7 of this Schedule ceases to be | |
met; or | |
(b) the scheme organiser fails to provide information requested by the | 25 |
Inland Revenue under paragraph 45. | |
(3) If share options granted under an SAYE option scheme before the | |
withdrawal of approval under this paragraph are exercised after the | |
withdrawal, the scheme is to be treated for the purposes of— | |
(a) section 519 (exemption in respect of exercise of share option), and | 30 |
(b) section 520 (exemption in respect of post-acquisition benefits), | |
in their application to such options, as if it were still approved at the time of | |
the exercise. | |
Approval ineffective after unapproved alteration | |
43 (1) If— | 35 |
(a) an alteration is made in a SAYE option scheme that has been | |
approved, and | |
(b) the alteration has not been approved by the Inland Revenue, | |
the approval of the scheme is ineffective after the date of the alteration. | |
(2) Where the Inland Revenue— | 40 |
(a) have been requested to approve any alteration in such a scheme, and | |
(b) have decided whether or not to approve the alteration, | |
they must give notice of their decision to the scheme organiser. | |
| |
| |
|
| |
| |
Appeal against withdrawal of approval etc | |
44 (1) This paragraph applies if an SAYE option scheme has been approved by the | |
Inland Revenue and they— | |
(a) decide to withdraw approval of the scheme under paragraph 42, or | |
(b) decide not to approve an alteration in the scheme under paragraph | 5 |
43. | |
(2) The scheme organiser may appeal against the decision to the Special | |
Commissioners. | |
(3) The notice of appeal must be given to the Inland Revenue within 30 days | |
after the date on which notice of their decision was given to the scheme | 10 |
organiser. | |
Part 9 | |
Supplementary provisions | |
Power to require information | |
45 (1) The Inland Revenue may by notice require any person to provide them with | 15 |
any information— | |
(a) which they reasonably require for the performance of their functions | |
under the SAYE code, and | |
(b) which the person to whom the notice is addressed has or can | |
reasonably obtain. | 20 |
(2) The power conferred by this paragraph extends, in particular, to— | |
(a) information to enable the Inland Revenue— | |
(i) to decide whether to approve an SAYE option scheme or to | |
withdraw an approval already given, or | |
(ii) to determine the liability to tax, including capital gains tax, of | 25 |
any person who has participated in a scheme, and | |
(b) information about the administration of a scheme and any alteration | |
of the terms of a scheme. | |
(3) The notice must require the information to be provided within a specified | |
time, which must not end earlier than 3 months after the date when the | 30 |
notice is given. | |
Jointly owned companies | |
46 (1) This paragraph applies for the purposes of the provisions of the SAYE code | |
relating to group schemes. | |
(2) Each joint owner of a jointly owned company is to be treated as controlling | 35 |
every company within sub-paragraph (3). | |
(3) The companies within this sub-paragraph are— | |
(a) the jointly owned company, and | |
(b) any company controlled by that company. | |
(4) However, no company within sub-paragraph (3) may be— | 40 |
(a) a constituent company in more than one group scheme, or | |
| |
| |
|
