The Companies (Acquisition of Own Shares) (Treasury Shares) No. 2 Regulations 2003

Amendment of section 323

4.  In section 323 of the 1985 Act (prohibition on directors dealing in share options) after subsection (5) insert—

“(6) This section is not to be taken as penalising a director of a company who buys a right to call for delivery at a specified price within a specified time of a specified number of shares held as treasury shares by the company or by a relevant company which is that company’s subsidiary or holding company or a subsidiary of that company’s holding company.

(7) For the purposes of subsection (6)—

(a) “relevant company” means a company listed in Article 1 of Council Directive 77/91/EEC(1); and

(b) shares of a relevant company (other than a company within the meaning of section 735(1)) are held as treasury shares if—

(i) they fall within section 162(4)(a) to (d) (qualifying shares); and

(ii) they are held by the relevant company in accordance with provisions of the law of a member State implementing Articles 19 to 22 of that Directive.”.

(1)

OJ L 26/77 with amendments 291/79, 345/80, 302/85, 347/92.