Income Tax (Earnings and Pensions) Act 2003

Material interest: options and interests in SIPs

30 (1) This paragraph applies for the purposes of paragraph 29 (meaning of “material interest”).

(2) A right to acquire shares (however arising) is to be treated as a right to control them.

(3) However, shares that an individual may acquire under a qualifying option are to be left out of account until such time as they are actually acquired.

(4) Sub-paragraph (5) applies in a case where—

(a) the shares to be attributed to an individual consist of or include shares which the individual or another person has a right to acquire, and

(b) the circumstances are such that, if that right were to be exercised, the shares acquired would be shares which were previously unissued and which the company would be contractually bound to issue in the event of the exercise of the right.

(5) In determining at any time prior to the exercise of the right whether the number of shares to be attributed to the individual exceeds 30% of the ordinary share capital of the company, that ordinary share capital is to be treated as increased by the number of unissued shares referred to in sub-paragraph (4)(b).

(6) The references in sub-paragraphs (4) and (5) to the shares to be attributed to an individual are to the shares which—

(a) for the purposes of paragraph 29(2) (material interest in share capital), and

(b) in accordance with paragraph 28(2) (material interest can consist of or include that of individual’s associates),

fall to be brought into account in the individual’s case so that it can be determined whether their number exceeds 30% of the company’s ordinary share capital.

(7) In applying paragraph 29 the following are to be disregarded—

(a) the interest of the trustees of any share incentive plan approved under Schedule 2 (SIPs) in any shares which are held by them in accordance with the plan but which have not been appropriated to, or acquired on behalf of, an individual, and

(b) any rights exercisable by the trustees as a result of that interest.