Link Report

(b) obtains control of a company whose shares are scheme shares in pursuance of a compromise or arrangement sanctioned by the court under section 201 of the Companies Act, 1963 section 453 of the Companies Act 2014, or

(c) becomes bound or entitled to acquire shares in a company, under section 204 of the Companies Act, 1963 section 457 of the Companies Act 2014, whose shares are scheme shares,

(b) if under section 201 of the Companies Act, 1963 section 453 of the Companies Act 2014, (compromise between company and its members or creditors) the court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of a company whose shares are scheme shares or its amalgamation with any other company or companies, rights obtained under the share option scheme to acquire shares in the company may be exercised within 6 months of the court sanctioning the compromise or arrangement,

(c) if any person becomes bound or entitled, under section 204 of the Companies Act, 1963 section 457 of the Companies Act 2014, (power to acquire shares of shareholders dissenting from schemes or contract which has been approved by majority), to acquire shares in a company shares in which are scheme shares, rights obtained under the scheme to acquire shares in the company may be exercised at any time when that person remains so bound or entitled,

(b) obtains control of a company whose shares are scheme shares in pursuance of a compromise or arrangement sanctioned by the court under section 201 of the Companies Act, 1963 section 453 of the Companies Act 2014, or

(b) if under section 201 of the Companies Act, 1963 section 453 of the Companies Act 2014, (compromise between company and its members or creditors) the court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of a company whose shares are scheme shares or its amalgamation with any other company or companies, rights obtained under the share option scheme to acquire shares in the company may be exercised within 6 months of the court sanctioning the compromise or arrangement,

(c) becomes bound or entitled to acquire shares in a company, under section 204 of the Companies Act, 1963 section 457 of the Companies Act 2014, whose shares are scheme shares,

(c) if any person becomes bound or entitled, under section 204 of the Companies Act, 1963 section 457 of the Companies Act 2014, (power to acquire shares of shareholders dissenting from schemes or contract which has been approved by majority), to acquire shares in a company shares in which are scheme shares, rights obtained under the scheme to acquire shares in the company may be exercised at any time when that person remains so bound or entitled,

“specified age” means an age that is not less than 60 years and not more than pensionable age (within the meaning of section 2 of the Social Welfare (Consolidation) Act, 1993 Social Welfare Consolidation Act 2005).

“specified age” means an age that is not less than 60 years and not more than pensionable age (within the meaning of section 2 of the Social Welfare (Consolidation) Act, 1993 Social Welfare Consolidation Act 2005).

(2) Section 10 shall apply for the purposes of this Schedule.

“full-time director” has the same meaning as in section 250;

(2) Subparagraph (1) shall apply in relation to a company which would be a close company but for section 430(1)(a) or 431.

(3) (a) In this paragraph, “close company” has the meaning assigned to it by section 430.

(c) shares in a company which is under the control of a company (other than a company which is, or if resident in the State would be, a close company within the meaning of section 430) whose shares are quoted on a recognised stock exchange.

(2) Subparagraph (1) shall apply in relation to a company which would be a close company but for section 430(1)(a) or 431.

“associated company” has the same meaning as in section 432, except that, for the purposes of paragraph 24, subsection (1) of that section shall have effect with the omission of the words “or at any time within one year previously”;

“control” has the same meaning as in section 432;

(4) For the purposes of this Schedule, the question whether one company is controlled by another shall be determined in accordance with section 432.

(c) in a case where the shares fall within paragraph 12(c) and do not fall within paragraph 12(a), companies which have control of the company whose shares are in question or of which that company is an associated company within the meaning of section 432.

(i) subsection (3) of section 433 shall apply—

(ii) section 437(2) shall apply, with the substitution of a reference to 15 per cent for the reference in that section to 5 per cent, for the purpose of determining whether a person has or had a material interest in a company.

(1) For the purposes of section 437(2), as applied by paragraph 8(3)(b)(ii) of this Schedule, a right to acquire shares (however arising) shall be taken to be a right to control them.

(2) Any reference in subparagraph (3) to the shares attributed to an individual is a reference to the shares which, in accordance with section 437(2) as applied by paragraph 8(3)(b)(ii) of this Schedule, fall to be brought into account in that individual’s case to determine whether their number exceeds a particular percentage of the company’s ordinary share capital.

Section 519A.

(1) If, at any time after the Revenue Commissioners have approved a scheme, any of the requirements of this Schedule cease to be satisfied or the grantor fails to provide information requested by the Revenue Commissioners under paragraph 6, the Revenue Commissioners may withdraw the approval with effect from that time or such later time as the Revenue Commissioners may specify but where rights obtained under a savings-related share option scheme before the withdrawal of approval from the scheme under this paragraph are exercised after the withdrawal, section 519A(3) shall apply in respect of the exercise as if the scheme were still approved.

(a) for the purposes of section 519A and this Schedule, and

17. The scheme shall provide for the scheme shares to be paid for with moneys not exceeding the amount of repayments made and any interest paid to them under a certified contractual savings scheme within the meaning of subsection (4) of section 519C.

“market value” shall be construed in accordance with section 548;

6A. Without prejudice to paragraph 6 the trustees of an approved scheme shall as respects any year, prepare and deliver to the Revenue Commissioners on or before 31 March in the year following that year, a return in the prescribed form (within the meaning of section 951 Chapter 3 of Part 41A) of such particulars relating to the approved scheme for that year as may be required by the prescribed form and sections 1052 and 1054 shall apply to a failure by the trustees to deliver a return in accordance with this paragraph as they apply to a failure to deliver a return referred to in section 1052.

6A. Without prejudice to paragraph 6 the trustees of an approved scheme shall as respects any year, prepare and deliver to the Revenue Commissioners on or before 31 March in the year following that year, a return in the prescribed form (within the meaning of section 951 Chapter 3 of Part 41A) of such particulars relating to the approved scheme for that year as may be required by the prescribed form and sections 1052 and 1054 shall apply to a failure by the trustees to deliver a return in accordance with this paragraph as they apply to a failure to deliver a return referred to in section 1052.

6A. Without prejudice to paragraph 6 the trustees of an approved scheme shall as respects any year, prepare and deliver to the Revenue Commissioners on or before 31 March in the year following that year, a return in the prescribed form (within the meaning of section 951 Chapter 3 of Part 41A) of such particulars relating to the approved scheme for that year as may be required by the prescribed form and sections 1052 and 1054 shall apply to a failure by the trustees to deliver a return in accordance with this paragraph as they apply to a failure to deliver a return referred to in section 1052.