SCHEDULES

SCHEDULE 5Enterprise management incentives

Part 6Company reorganisations

42Period within which replacement option must be granted

1

To qualify as a replacement option the new option must be granted within the required period (see sub-paragraphs (2) to (4)).

2

If the company reorganisation falls within paragraph 39(2)(a), the required period is the period of 6 months after the date on which—

a

the person making the offer has obtained control of the company, and

b

any condition subject to which the offer is made is met.

3

If the company reorganisation falls within paragraph 39(2)(b) or (d), the required period is the period of 6 months after the date on which the acquiring company obtains control of the company whose shares are subject to the old option.

4

If the company reorganisation falls within paragraph 39(2)(c), the required period is the period during which the acquiring company remains bound or entitled as mentioned in that provision.