Takeover of company whose shares are subject of optionU.K.
13(1)This paragraph applies where—U.K.
(a)there is a takeover of a company whose shares are the subject of a qualifying option,
(b)the holder of the option, by agreement with the acquiring company, releases his rights under that option (“the old option”) in consideration of the grant to him of another option (“the new option”), and
(c)the new option relates to shares in a qualifying company.
(2)Where those conditions are met—
(a)the company whose shares are the subject of the new option is a qualifying successor company for the purposes of paragraph 12 (requirement as to company whose shares are acquired),
(b)shares acquired [F1pursuant to] the new option are treated for the purposes of this Schedule as if they had been acquired [F1pursuant to] the old option, and
[F2(c)in determining the amount of relief—
(i)any consideration given in respect of the grant of the new option is treated as if it had been given in respect of the grant of the old option, and
(ii)any consideration given in respect of the acquisition of shares pursuant to the new option is treated as if it had been given in respect of the acquisition of shares pursuant to the old option.]
(3)For the purposes of this paragraph—
(a)there is a takeover of a company where another company (“the acquiring company”) acquires control of it; and
(b)an option is a “qualifying option” if the requirements of paragraph 12 would be met in relation to [F3the shares acquired pursuant to it].
(4)The following are qualifying companies for the purposes of this paragraph—
(a)the acquiring company;
(b)a company that, at the time of the takeover, is a parent company in relation to the acquiring company;
(c)a company that, at that time, is a member of a consortium that owns the acquiring company or a company within paragraph (b);
(d)where, at that time, the acquiring company or a company within paragraph (b) is a member of a consortium that owns another company (C), a company that, at that time—
(i)is a member of the consortium or a parent company in relation to a member of the consortium, and
(ii)is also a member of the same commercial association of companies as C.
Textual Amendments
F1Words in Sch. 23 para. 13(2)(b) substituted (1.9.2003) by Finance Act 2003 (c. 14), Sch. 22 para. 64(2)(5); S.I. 2003/1997, art. 2
F2Sch. 23 para. 13(2)(c) substituted (1.9.2003) by Finance Act 2003 (c. 14), Sch. 22 para. 64(3)(5); S.I. 2003/1997, art. 2
F3Words in Sch. 23 para. 13(3)(b) substituted (1.9.2003) by Finance Act 2003 (c. 14), Sch. 22 para. 64(4)(5); S.I. 2003/1997, art. 2