# Income Tax (Earnings and Pensions) Act 2003, Paragraph 39

Extent: E+W+S+N.I.

(1) This Part applies in connection with company reorganisations.
(2) For the purposes of this Part there is a “company reorganisation” where a company (“the acquiring company”)—
(a) obtains control of a company whose shares are subject to an outstanding qualifying option—
(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
(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;
(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);
(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).
(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).
(3) In sub-paragraph (2) “outstanding qualifying option” means a qualifying option that has yet to be exercised.
(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.
(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.

---
Source: https://www.legislation.gov.uk/ukpga/2003/1/schedule/5/paragraph/39 (the official version)
Page: https://openlegislation.uk/income-tax-earnings-and-pensions-act-2003/schedule-5/paragraph-39
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.