Share incentives in quoted companies—takeovers by scheme of arrangement
Produced in partnership with Sarah Ferguson of DLA Piper and Nicky Griffin of Pinsent Masons
Share incentives in quoted companies—takeovers by scheme of arrangement

The following Share Incentives practice note produced in partnership with Sarah Ferguson of DLA Piper and Nicky Griffin of Pinsent Masons provides comprehensive and up to date legal information covering:

  • Share incentives in quoted companies—takeovers by scheme of arrangement
  • Overview of key issues
  • Outline of the key events and documents involved on a takeover by scheme of arrangement
  • The key events
  • The key documents
  • Why share incentives are a key issue
  • Impact of the scheme of arrangement depending on the form of outstanding share awards
  • Treatment of restricted share awards or forfeitable share awards—a summary
  • Treatment of outstanding options and conditional awards—a summary
  • Issues relevant to the treatment of share options and conditional share awards
  • More...

Share incentives in quoted companies—takeovers by scheme of arrangement

Overview of key issues

The key concepts discussed in this Practice Note are:

  1. why share incentives are a key issue on a takeover by scheme of arrangement

  2. the different impact that a scheme of arrangement can have, depending upon the types of awards that have been granted under the target group’s share plans

  3. the circumstances in which it may be appropriate to amend the target group’s share plan rules and/or the target company’s articles of association in order to deal with share incentives over the target company’s shares as part of the transaction

  4. the issues that may arise when the relevant provision of the target group’s share plan rules refers to a scheme for the purposes of the reconstruction or amalgamation of that company

  5. the information that should be contained in documents specific to a scheme of arrangement, such as the scheme document and the witness statement, and

  6. which party would usually draft the proposal letters to participants in the share plans operated by the target group (as required by Rule 15 of the UK City Code on Takeovers and Mergers, if applicable)—see Precedent: Rule 15 letter—general offer

General technical and practical advice on share incentives in a quoted company takeover context is dealt within the Practice Note: The Takeover Code and share plans, which should be read

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