Quoted companies ― an overview

By Tolley in association with Andrew Rainford
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The following Employment Tax guidance note by Tolley in association with Andrew Rainford provides comprehensive and up to date tax information covering:

  • Quoted companies ― an overview
  • What is a quoted company?
  • What is the difference for options granted over shares in a quoted company?
  • When can employee share rights be granted, exercised or released?
  • Shareholder approval of employees’ share schemes
  • Limits
  • Announcements
  • Prospectuses
  • Other matters

What is a quoted company?

Reference to a quoted company is usually to a company where the shares in the company are listed on the London Stock Exchange, any other international stock exchange, or on AIM or ICAP Securities and Derivatives Exchange (formerly the PLUS market and now known as ISDX) in the UK.

What is the difference for options granted over shares in a quoted company?

Quoted companies are generally subject to additional legislation, codes or rules compared to private companies or unquoted public companies. These include the Listing Rules published by the Financial Conduct Authority (FCA) or its successor, the AIM Rules, UK Corporate Governance Code and the QCA Code Principles on Executive Remuneration produced by investors such as the Association of British Insurers (ABI).

For UK tax purposes, there is a distinction between shares listed on the London Stock Exchange Daily Official List (often referred to as fully listed) or on equivalent recognised stock exchange and other quoted companies.

The key areas affected by these additional rules are considered in the following checklist.

When can employee share rights be granted, exercised or released?

There are restrictions on when share rights can be granted to, exercised, released or otherwise dealt with by directors and other persons who may have price-sensitive or other inside information and their relatives. Under the Listing Rules these people are called persons discharging managerial responsibilities (PDMRs). Under the AIM Rules they are called applicable employees.

Normally the restrictions apply during a close period. This is the period of 2 months before the announcement of final and interim results for a fully listed company or the publication of results for an AIM company. If the company announces quarterly then this is reduced to 1 month. It will also be whenever there is price-sensitive information not in