Section 547 | Meaning and amount or value of “registrant discount”

(1)For the purposes of this Chapter there is a “registrant discount” in respect of the shares of a company if conditions A to C are met.

(2)Condition A is that members of the public who comply with such requirements as may be imposed in connection with the offer or, if section 544 applies, the public offer are, or may become, entitled to a discount in respect of the whole or part of the shares of the company allocated to them.

(3)Condition B is that at least 40% of the shares of the company allocated to members of the public are allocated to individuals who are or become entitled to—

(a)the discount, or

(b)some other benefit of similar value for which they may elect as an alternative to the discount.

(4)Directors and employees who are entitled by reason of their office or employment to an allocation of the shares in priority to members of the public are not to be treated as members of the public for the purposes of subsection (3).

(5)Condition C is that subscribing employees are, or may become, entitled to the same discount in respect of the shares of the company as any other members of the public to whom shares of the company are allocated under the offer.

(6)In subsection (5) a “subscribing employee” means a director or employee who—

(a)subscribes for shares—

(i)if section 542 (offer made to public and employees) applies, under the offer as a member of the public, or

(ii)if section 544 (different offers made to public and employees) applies, under the public offer as a member of the public or under the employee offer as a director or employee, and

(b)complies (or, in the case of a requirement to register, is taken under the terms of the offer to comply) with the requirements mentioned in subsection (2).

(7)For the purposes of this Chapter, the “amount or value” of any registrant discount made to a director or employee means—

(a)the amount of any such discount made to the director or employee as is mentioned in subsection (5), or

(b)the value of any such other benefit as is mentioned in subsection (3)(b) which is conferred on the director or employee as an alternative to the discount.