{
  "url": "https://openlegislation.uk/income-tax-earnings-and-pensions-act-2003/schedule-5/paragraph-39",
  "json_url": "https://openlegislation.uk/income-tax-earnings-and-pensions-act-2003/schedule-5/paragraph-39.json",
  "legislation": "ukpga/2003/1",
  "legislation_title": "Income Tax (Earnings and Pensions) Act 2003",
  "legislation_url": "https://openlegislation.uk/income-tax-earnings-and-pensions-act-2003",
  "path": "schedule/5/paragraph/39",
  "kind": "paragraph",
  "number": "39",
  "heading": null,
  "text": "(1) This Part applies in connection with company reorganisations.\n(2) For the purposes of this Part there is a “company reorganisation” where a company (“the acquiring company”)—\n(a) obtains control of a company whose shares are subject to an outstanding qualifying option—\n(i) as a result of making a general offer to acquire the whole of the issued share capital of that company which is made on a condition such that, if it is met, the person making the offer will have control of the company, or\n(ii) as a result of making a general offer to acquire all the shares in the company which are of the same class as those to which the option relates;\n(b) obtains control of such a company as a result of a compromise or arrangement sanctioned by the court under section 899 or 901F of the Companies Act 2006 (court sanction for compromise or arrangement);\n(c) becomes bound or entitled to acquire shares in the scheme company under sections 979 to 982 or 983 to 985 of the Companies Act 2006 (takeover offers: right of offeror to buy out minority shareholder).\n(d) obtains all the shares of a company whose shares are subject to an outstanding qualifying option as a result of a qualifying exchange of shares (see paragraph 40).\n(3) In sub-paragraph (2) “outstanding qualifying option” means a qualifying option that has yet to be exercised.\n(4) In sub-paragraph (2)(a)(i) the reference to the issued share capital of the company does not include any capital already held by the person making the offer or a person connected with that person and in sub-paragraph (2)(a)(ii) the reference to the shares in the company does not include any shares already held by the person making the offer or a person connected with that person.\n(5) For the purposes of sub-paragraph (2)(a)(i) and (ii) it does not matter if the general offer is made to different shareholders by different means.",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Sch. 5 para. 39(2)(b) substituted (6.4.2008) by The Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008 (S.I. 2008/954), arts. 1(1), 34 (with art. 4)"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "Words in Sch. 5 para. 39(2)(b) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 26 (with ss. 2(2), 5(2))"
    },
    {
      "type": "F",
      "label": "F3",
      "text": "Sch. 5 para. 39(2)(c) substituted (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), Sch. 4 para. 101 (with art. 12)"
    },
    {
      "type": "F",
      "label": "F4",
      "text": "Words in Sch. 5 para. 39(2)(c) inserted (retrospective to 17.7.2013) by Finance Act 2016 (c. 24), Sch. 3 para. 8(1)(2)"
    },
    {
      "type": "F",
      "label": "F5",
      "text": "Sch. 5 para. 39(4)(5) inserted (31.10.2013) by Finance Act 2013 (c. 29), Sch. 2 para. 31(1)(2); S.I. 2013/2796, art. 2"
    }
  ],
  "outstanding_effects": [
    {
      "type": "words substituted",
      "affecting": "ukpga/2025/36",
      "affecting_title": "Employment Rights Act 2025"
    }
  ],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2003/1/schedule/5/paragraph/39",
    "retrieved_at": "2026-10-29T09:18:42.395488+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}