Deferred share bonus plans—listing rules and shareholder approval
Produced in partnership with Jeremy Glover of Fenwick Elliott
Deferred share bonus plans—listing rules and shareholder approval

The following Share Incentives practice note Produced in partnership with Jeremy Glover of Fenwick Elliott provides comprehensive and up to date legal information covering:

  • Deferred share bonus plans—listing rules and shareholder approval
  • UK Listing Rules
  • Requirement for shareholder approval
  • Obtaining shareholder approval in accordance with the Listing Rules
  • Shareholder approval for amendments
  • UK Corporate Governance Code
  • Institutional shareholders
  • Companies quoted on AIM
  • Market Abuse Regulation (MAR)

This practice note details the obligations placed on quoted companies in respect of the establishment, implementation and operation of a deferred share bonus plan. For a more detailed introduction into deferred share bonus plans, see Practice Note: An introduction to deferred share bonus plans.

UK Listing Rules

Deferred share bonus plans are likely to be, by their nature, employees’ share schemes pursuant to the definition in the Companies Act 2006 (CA 2006) as they are generally established to encourage or facilitate the holding of shares in the company by or for the benefit of employees.

The definition of employees' share scheme in the Listing Rules (LR) is that contained in CA 2006, which includes any scheme:

  1. for encouraging or facilitating the holding of shares in or debentures of a company by or for the benefit of:

    1. the bona fide employees or former employees of the company, any subsidiary of the company or the company’s holding company or any subsidiary of the company’s holding company, or

    2. the spouses, civil partners, surviving spouses, surviving civil partners or minor children or step-children of such employees or former employees

For further details of the company law and financial services law exemptions applicable to employees’ share schemes, see Practice Notes: The Companies Act definition of employees' share scheme and its implications and Corporate issues for share incentives.

Deferred share bonus plans are also likely

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