ETASSUM23150 | Schedule 2 share incentive plan (SIP): Shares that may be awarded: Control by a consortium

If the establishing company is owned by a consortium, the eligible shares may be in:

• one (or more) of the consortium companies, or

• a company that controls a consortium company.

If the establishing company is under the control of a company that is owned by a consortium, the eligible shares may be in:

• the company that controls the establishing company, or

• one (or more) of the consortium companies, or

• a company that controls a consortium company.

A member of a consortium is defined at paragraph 99(3) as one of a number of companies which between them own at least 75% of another company’s ordinary share capital and each of which beneficially owns at least 5%. It is therefore now possible for up to 20 members of a consortium to satisfy this requirement at the same time.

Provided the shares in question satisfy the other relevant requirements there is no objection to shares in more than one consortium company being eligible shares at the same time. For example, they may be traded as a unit on the Stock Exchange.

Similarly, ordinary shares of different classes in the same company may be used in the same plan if they each satisfy the statutory requirements.