ETASSUM43150 | Schedule 4 Company Share Option Plan (CSOP): Shares to be used: Control by a consortium

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

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

• a company that controls a consortium company.

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

• the company that controls the scheme 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 36 (2) as one of a number of companies which between them own 75% of another company’s ordinary share capital, and each of which beneficially owns not less than 5% of that capital. 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 scheme shares at the same time. For example, they may be traded as a unit on the Stock Exchange. But in examining such schemes particular attention should be paid to the exercise and roll-over provisions.

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