Section 421F | Exclusions: public offers ^F1

(1)Chapters 2, 3 and 3C do not apply in relation to employment-related securities that are shares acquired under the terms of an offer to the public or an interest in shares so acquired.^F1F2

(1A)But subsection (1) does not disapply those Chapters if the main purpose (or one of the main purposes)—^F1F3

(a)of the arrangements under which the right or opportunity under which the shares were acquired, or^F1F3

(b)for which the shares are held,^F1F3

is the avoidance of tax or national insurance contributions.

(2)In a case within subsection (1) of section 544 (exemption for priority share allocations where offer to employees separate from public offer), any acquisition made under the terms of either the public offer or the employee offer within the meaning of that subsection is to be treated for the purposes of this section as made under the terms of an offer to the public.^F1

(3)Subsection (2) applies whether or not there is any benefit within section 544(2) (benefit derived from entitlement to priority allocation exempt from income tax).^F1