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Unite Group PLC — Share Issue/Capital Change 2025
Mar 27, 2025
4793_rns_2025-03-27_3f73be06-d6e0-491a-a8b6-aff95977ffc5.pdf
Share Issue/Capital Change
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The Unite Group plc
2011 Approved Employee Share Option Scheme
Adopted on 19 May 2011
As further amended by resolution of the Remuneration Committee pursuant to approval at the 2016 Annual General Meeting
Dated 12 May 2016
To be approved by shareholders of the Company at the 15 May 2025 Annual General Meeting
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Rules of The Unite Group plc
2011 Approved Employee Share Option Scheme
1. Definitions and interpretation
1.1 In this Scheme, unless the context otherwise requires, the following definitions shall apply:
"Acquirer" has the meaning set out in rule 7.1.
"Acquiring Company" has the meaning set out in rule 7.6.
"Associated Company" has the meaning contained in paragraph 35 of Schedule 4.
"Board" means the board of directors of the Company.
"Business Day" means a day on which the London Stock Exchange is open for business.
"Claw-back" means a recovery of value by the Company from an Option Holder in accordance with the provisions of Rule 10 (Claw-back) and Appendix 1 (Operation of Claw-back).
"Committee" means the remuneration committee of the Board.
"Company" means The Unite Group plc.
"Control" has the meaning contained in section 995 Income Tax Act.
"Date of Grant" means the date upon which the Committee resolves to grant an Option pursuant to rule 2.1.
"Dealing Restriction" means any restriction on the dealing in shares, whether direct or indirect, pursuant to any law, regulation, code or enactment in England and Wales and/or the jurisdiction in which the Option Holder is resident, or any share dealing code of the Company.
"Eligible Employee" means any full-time director (meaning that he is required to work for at least 25 hours per week, excluding meal breaks) or any employee of a Group Company who, at the Date of Grant, does not have a "material interest" as defined in paragraphs 9 – 11 of Schedule 4.
"Employees' Share Scheme" has the meaning contained in section 1166, Companies Act 2006.
"Exercise Date" means has the meaning set out in rule 6.1.
"Exercise Price" means the amount payable per Scheme Share on the exercise of an Option which amount shall be determined by the Committee at the Date of Grant but shall not be less than the higher of:
(a) the nominal value of a Scheme Share; and
(b) the Market Value on the Business Day immediately preceding the Date of Grant.
"Group" means the Company and any of its Subsidiaries from time to time (each a "Group Company").
"Income Tax Act" means the Income Tax Act 2007.
"Key Feature" means any provision of the Scheme which is necessary to meet the requirements of Schedule 4.
"Listing Rules" means the Listing Rules published by the Financial Conduct Authority.
"London Stock Exchange" means the London Stock Exchange plc.
"Market Value" means on any day, the market value of a Scheme Share, which shall be the value specified for this purpose by the Committee provided that:
(a) on any day that the Scheme Shares are listed on the Official List or any other Recognised Stock Exchange (as defined in Section 1005 Income Tax Act) the Market Value shall be the closing middle market quotation of a Scheme Share as derived from the Daily Official List of the London Stock Exchange for that Business Day; or
(b) if the Scheme Shares are not so listed or otherwise quoted, the market value determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992
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and agreed in advance with HM Revenue & Customs Shares and Assets Valuation division.
"New Options" has the meaning contained in rule 7.7.
"New Scheme Shares" has the meaning contained in rule 7.7.
"Official List" means the Official List of the Financial Conduct Authority.
"Old Options" has the meaning contained in rule 7.7.
"Option" means a right granted under this Scheme to acquire Scheme Shares.
"Option Holder" means a person to whom an Option has been granted under the Scheme or, where the context permits, the legal personal representatives of such a person.
"Ordinary Shares" means shares comprising the ordinary share capital of the Company as defined in section 989 Income Tax Act.
"Performance Period" means a period of at least 3 years as specified at the Date of Grant and notified to the Option Holder.
"Release" has the meaning contained in rule 7.7.
"Restriction" has the meaning given in paragraph 36(3) of Schedule 4.
"Retention Period" means the period determined by the Committee in accordance with Rule 5.3, during which, following the Option having Vested, such Option may not be exercised by the Option Holder.
"Rules" means these rules comprising the rules of the Scheme.
"Schedule 4" means Schedule 4 to the Taxes Act as the same may from time to time be amended.
"Scheme" means The Unite Group plc 2011 Approved Employee Share Option Scheme approved by a resolution of the Company dated 19 May 2011 or as subsequently amended in accordance with rule 9.
"Scheme Shares" means ordinary shares in the capital of the Company which satisfy the provisions of paragraphs 16 – 18 of Schedule 4 and comply with the terms of this Scheme.
"Subsidiary" means a company (wherever incorporated) which for the time being is under the Control of the Company.
"Taxes Act" means the Income Tax (Earnings and Pensions) Act 2003.
"Tax Liabilities" has the meaning contained in rule 11.3.
"Vesting" means a right of exercise of the Option has arisen in accordance with these rules and "Vest" shall be construed accordingly.
"Vesting Date" means the date on which the Option first becomes exercisable.
"Vesting Period" means the period of three years from the Date of Grant.
1.2 In this Scheme, unless the context otherwise requires:
(a) words in the singular include the plural and vice versa and words in one gender include any other gender;
(b) a reference to a statute or statutory provision includes:
(i) any subordinate legislation (as defined in section 21(1), of the Interpretation Act 1978) made under it;
(ii) any repealed statute or statutory provision which it re-enacts (with or without modification); and
(iii) any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it;
(c) a reference to rules are to rules in these Rules and references to sub-rules are to sub-rules in which the appear;
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(d) the table of contents and headings are for convenience only and shall not affect the interpretation of these Rules.
2. Grant of Options
2.1 Subject to these Rules, the Committee may grant Options over Scheme Shares satisfying the requirements of Part 4 of Schedule 4 to such Eligible Employees as it in its entire discretion thinks fit, provided that Options may only be granted within the period of 42 days starting on:
(a) the Business Day following the day on which the Scheme is approved by the Company or the date on which the Scheme is approved by HM Revenue & Customs; or
(b) the Business Day following the day on which the Company makes an announcement of its results for the last preceding year, half-year or other period or on which listing particulars or a document containing equivalent information relating to Scheme Shares is issued: or
(c) at any other time if the Committee considers that exceptional circumstances exist which justify the grant of Options outside any of the periods set out above,
or, in any such case, if the grant of Options during such period or at such time would be contrary to any Dealing Restriction, as soon as reasonably practicable after such restriction ceases to apply.
2.2 The Committee shall specify when granting an Option such objective conditions by way of performance targets which it considers fair and reasonable to be satisfied before that Option may be exercised, and in this respect the Committee may in its absolute discretion subsequently amend or waive such objective conditions if events happen which cause the Committee reasonably to consider that it would be a fairer measure of performance so to amend or waive the conditions to ensure that they achieve their original purpose, provided that any amended conditions are no more difficult to achieve than those previously imposed. Any objective condition imposed when granting an Option shall be notified to the Option Holder in the relevant option notification.
2.3 Within 30 days after the relevant Date of Grant the Company shall issue to the Option Holder an option notification evidencing the grant of the Option in such form (including electronic), not inconsistent with these Rules, as the Committee may determine provided that it shall specify:
(a) the number of Scheme Shares subject to the Option;
(b) the Exercise Price;
(c) the Date of Grant;
(d) the number of Scheme Shares over which the Option can be exercised and the Vesting Date;
(e) whether the Option Holder is required either to bear some or all of the cost of any employers' secondary national insurance contributions arising from the exercise of the Option or jointly to elect with the Company to transfer some or all of any such liability to the Option Holder;
(f) the performance conditions attaching to the exercise of the Option pursuant to rule 2.2 and the Performance Period over which those conditions will be measured;
(g) whether or not the Shares that may be acquired following the exercise of the Option are subject to any Restriction and, if so, the details of the Restriction;
(h) whether a Retention Period, as specified in accordance with Rule 5.3, shall apply and if so, the length of such Retention Period; and
(i) the fact that Claw-back may (if applicable) apply to the Option.
In the event of any conflict between these Rules and any such document, the Rules shall prevail.
2.4 Any Option may be renounced in whole or in part by the Option Holder by notice in writing to the Company within 30 days of the Date of Grant of the Option, in which case the Option shall for all purposes be taken never to have been granted. Where an Option Holder does not renounce an Option within such period, the Option Holder shall be deemed to have accepted
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the Option on the terms set out in the Scheme and the Option notification. Alternatively, it may be a term of the grant of an Option that the Option Holder shall be required to accept the terms of the Option within such period following grant as may be determined by the Committee and, where the Committee specifies such period, the Option shall lapse at the end of such period (or at the end of any extension to such period as may be agreed by the Committee) if the terms of the Option have not been accepted by the Participant.
2.5 An Option may not be transferred, assigned or charged and any purported transfer, assignment or charge shall cause the Option to lapse. Each option notification shall carry a statement to this effect.
2.6 An Option shall be granted under seal or executed as a deed. No cash payment shall be required in consideration of such grant.
2.7 No Option may be granted later than 14 May 2035.
2.8 The Exercise Price of an Option granted pursuant to rule 2.1 shall not be determined by reference to a Market Value which would itself fall to be determined by reference to any Business Day during which there is a Dealing Restriction.
2.9 Any Options granted under the Scheme shall be limited and take effect so that any limit in rules 3 and 4 is not exceeded.
- Share capital limit on Options
3.1 No Option may be granted on any date if the number of Scheme Shares to be issued on its exercise in full, when aggregated with the number of:
(a) Scheme Shares issued (or re-issued) on the exercise of, or remaining capable of being issued (or re-issued) on the exercise of, Options granted during the period of 10 years ending on that date; and
(b) Ordinary Shares issued (or re-issued) on the exercise of, or remaining capable of being issued (or re-issued) on the exercise of, options or other rights granted during the period of 10 years ending on that date under any other Employees' Share Scheme adopted by the Company,
would exceed 10% of the number of Ordinary Shares in issue on that date.
3.2 For the purpose of applying the limit contained in rule 3.1, any options or rights which were released or lapsed without being exercised shall not be taken into account.
- Individual limits on Options
4.1 No Option may be granted to an Eligible Employee if the Market Value at the intended Date of Grant of the Scheme Shares to be subject to the Option, when aggregated with:
(a) the Market Value of Scheme Shares subject to unexercised Options (valued as at their date of grant) (excluding any which have lapsed or have been cancelled or surrendered) granted to him prior to the intended Date of Grant; and
(b) the market value of shares subject to unexercised options (valued as at their date of grant) (excluding any which have lapsed or have been cancelled or surrendered) granted to him prior to the intended Date of Grant under any other share option scheme registered and certified under Schedule 4 and established by the Company or any Associated Company of the Company,
would exceed £60,000 or such other limit imposed from time to time under paragraph 6, Schedule 4.
4.2 For the purpose of rule 4.1(a) the Market Value of the Scheme Shares referred to shall be calculated as at the Date of Grant of the related Options, and for the purposes of rule 4.1(b) the market value of the shares referred to shall be calculated as at the date of grant of the related options according to the rules of the governing share option scheme.
- Rights to exercise Options
5.1 Options granted under the Scheme shall be capable of exercise in whole or in part in accordance with the following provisions of this rule 5 and rules 6 and 7.
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Normal exercise
5.2 Except as otherwise provided in the remaining provisions of this rule 5 and rule 7, an Option:
(a) may only be exercised by an Option Holder while he is a director or employee of a Group Company or any Associated Company;
(b) may only be exercised if any conditions imposed pursuant to rule 2.2, have been fulfilled to the satisfaction of the Committee or waived; and
(c) may only be exercised following the end of the Vesting Period.
Retention Period
5.3 Unless the Committee determines otherwise and subject to Rule 5.4 an Option Holder shall not be permitted to exercise any proportion of an Option which Vests during such period as may be specified, prior to the Date of Grant, by the Committee.
5.4 Rule 5.3 shall not restrict the exercise of Options pursuant to Rule 5.6 or Rule 7.
5.5 The Retention Period applicable to an Option shall end in the event of the death of the Option Holder.
Good leaver
5.6 Where an Option Holder ceases to hold any office or employment with a Group Company by reason of:
(a) injury or disability; or
(b) redundancy (within the meaning of the Employment Rights Act 1996); or
(c) retirement taken with the consent of the relevant Group Company, acting fairly and reasonably; or
(d) a subsidiary ceasing to be under the Control of the Company, or a business or part of a business being transferred to a person who is neither an Associated Company nor a company of which the Company has Control,
the Option Holder may, exercise his Vested Option within the period of 6 months of the date of cessation. To the extent that an Option has not fully Vested at the date of cessation, the Committee shall determine the number of Scheme Shares which shall Vest, on the basis of the pro-rata proportion of the Vesting Period during which the Option Holder was employed by the Group, and notify the Option Holder accordingly. The Committee shall adjust the number of Shares Vesting to take account of the extent to which the performance conditions specified in accordance with rule 2.2 have not been satisfied over the period to the date of cessation.
Any Options which are not exercised at the end of the period of 6 months following the date of cessation shall lapse.
Death
5.7 Where an Option Holder dies then the personal representatives of the Option Holder may exercise his Vested Option within 12 months of the date of his death. To the extent that an Option has not fully Vested at the date of death, the Committee shall determine the number of Scheme Shares which shall Vest, on the basis of the pro-rata proportion of the Vesting Period during which the Option Holder was employed by the Group, and shall notify the personal representatives of the Option Holder accordingly. The Committee shall adjust the number of Shares Vesting to take account of the extent to which the performance conditions specified in accordance with rule 2.2 have not been satisfied over the period to the date of death.
Any Options which are not exercised at the end of the period of 12 months following the date of death shall lapse.
Other leaver
5.8 Where the Option Holder gives or receives notice to terminate any office or employment with a Group Company in circumstances different to those provided for in rules 5.6 and 5.7 any Option of his shall lapse on the date of cessation unless the Committee in its discretion (such discretion to be exercised fairly and reasonably) within 28 days of following the giving or receipt of notice
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(and prior to the date of cessation) consents to the exercise of such proportion of an Unvested Option determined in accordance with rule 5.6.
Meaning of ceasing employment
5.9 For the purposes of rules 5.6, 5.7 and 5.8:
(a) an Option Holder shall not be treated as ceasing to hold any office or employment until he no longer holds any office or employment with the Company or any Subsidiary or any Associated Company; and
(b) an Option Holder who is absent from work on maternity or paternity leave shall not be deemed to have ceased holding any office or employment until the Option Holder ceases to be entitled to exercise any statutory or contractual right to return to work.
Lapse of Options
5.10 An Option shall lapse on the earliest to occur of the following:
(a) the tenth anniversary of the Date of Grant;
(b) the passing of a resolution by the shareholders in respect of a creditor's voluntary liquidation, the making by the Court of a winding up order, or the appointment of an administrator or receiver in respect of the Company (otherwise than in connection with a compromise or arrangement as referred to in rule 7.3 and other than as provided in rule 7.6);
(c) the Option Holder being adjudicated bankrupt, making or proposing a voluntary arrangement under the Insolvency Act 1986 or otherwise being deprived (except on death) of the legal or beneficial ownership of the Option; or
(d) the expiry of the relevant periods referred to in this rule 5 or rule 7 and where more than one such period applies, the earliest to expire of those periods.
5.11 No Option may be exercised at any time:
(a) by an Option Holder when he is precluded by paragraph 9 of Schedule 4 from participating in the Scheme; or
(b) by the personal representatives of an Option Holder if he was at the date of his death precluded by paragraph 9 of Schedule 4 from participating in the Scheme.
5.12 No Option may be exercised at any time when the shares which may be thereby acquired are not Scheme Shares as defined in rule 1, taking into account the provisions of rule 7 (if relevant).
6. Manner of exercise of Options
6.1 An Option shall be exercised by notice in writing (in the form prescribed by the Company) given by the Option Holder to the Company in respect of all or some of the Scheme Shares comprised in the Option, and such notice shall be accompanied by:
(a) the relevant option notification (or an indemnity in respect of a lost option notification);
(b) if required by the Committee, an election to transfer liability for any employer's secondary Class 1 national insurance contributions to the Option Holder (in the form prescribed by the Committee and approved by HM Revenue & Customs); and
(c) a remittance for the aggregate Exercise Price payable, unless the Option Holder and the Company agree that the Option Holder may use the cashless exercise facility described in rule 6.2,
and shall be effective on the date of its receipt or deemed receipt by the Company according to rule 9.7 (the "Exercise Date").
6.2 The Company has established a cashless exercise facility to enable Option Holders to provide funds to pay the aggregate Exercise Price by:
(a) authorising the deduction of the necessary amount from their salary payment next following delivery of the option notification and the notice of exercise to the Company or its duly appointed agent; or
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(b) executing a letter of instruction authorising a representative to act as the Option Holder's agent and to sell on his behalf either all of the Scheme Shares acquired on exercise of the Option or only such number of the Scheme Shares (rounded up to the nearest whole Share) as will be required to cover the aggregate Exercise Price, the payment of any Tax Liabilities (as defined in rule 11.3), together with any fees and commissions arising in connection with the exercise of the Option and sale of the Scheme Shares acquired. Once the requisite number of Scheme Shares has been sold and these requirements met in full, the Option Holder will receive a share certificate in respect of the balance of Scheme Shares remaining (if appropriate) and/or a cheque or bank transfer in respect of the balance of monies (if any) left after sale of all or the requisite number of Scheme Shares as aforesaid; or implementing any other arrangements from time to time determined by the Committee and agreed between the Company and the Option Holder.
6.3 Not later than 30 days after the Exercise Date the Company shall:
(a) allot and issue as fully paid such Scheme Shares which are to be issued pursuant to the exercise of an Option; or
(b) procure the transfer of such Scheme Shares which are to be transferred pursuant to the exercise of an Option,
to the Option Holder (or his nominee) and cause to be registered in his name (or the name of his nominee) the number of Scheme Shares specified in the notice of exercise and (save where the Scheme Shares so registered are uncertificated securities within the meaning of the Uncertificated Securities Regulations 2001) shall deliver a definitive share certificate or statement in respect thereof.
6.4 When an Option is exercised only in part, the balance shall remain exercisable on the same terms as originally applied to the whole Option and a new option notification shall be issued accordingly by the Company as soon as possible after the partial exercise.
6.5 No Option may be exercised unless such exercise, and the issue or transfer of Scheme Shares after such exercise, would be lawful in all relevant jurisdictions, in compliance with the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment and not contrary to any Dealing Restriction.
6.6 Save for any right determined by reference to a date preceding the date upon which Scheme Shares are allotted and issued, Scheme Shares issued upon the exercise of an Option shall rank pari passu with the Ordinary Shares then in issue. Scheme Shares transferred pursuant to the Scheme will be transferred without the benefit of any rights attaching to them by reference to a record date preceding the Exercise Date.
7. Changes in Control, etc
General offer and compulsory acquisition
7.1 If any person or group of persons acting in concert (the "Acquirer"):
(a) obtains Control of the Company as a result of making a general offer:
(i) to acquire all of the issued ordinary share capital of the Company (other than that already held by the Acquirer) which is made on a condition such that if it is satisfied the Acquirer will have Control of the Company; or
(ii) to acquire all of the shares in the Company of the same class as the Scheme Shares; or
(b) becomes bound or entitled to acquire shares in the Company pursuant to sections 979 - 982 of the Companies Act 2006,
to the extent that any Option has not Vested in full at the date the Acquirer obtains Control or becomes bound or entitled to give a notice to acquire shares in the Company in accordance with rule 7.3, the Committee shall determine the number of Scheme Shares which shall Vest, on the basis of:
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(c) the pro-rata proportion of the Vesting Period during which the Option Holder was employed by the Group; and
(d) the extent to which the performance conditions specified in accordance with rule 2.2 have been satisfied.
Any Options which are not exercised during the periods set out in rule 7.2 or released according to rule 7.6 shall lapse at the end of the relevant period.
7.2 The periods referred to in rule 7.1 are as follows:
(a) in a case falling within rule 7.1(a), the period of 6 months beginning with the date when the Acquirer has obtained Control of the Company and any condition subject to which the offer is made is satisfied or waived unless the Committee (acting fairly and reasonably) determines that, in connection with the event referred to in rule 7.1(a), Options should become capable of exercise immediately prior to this date; and
(b) in a case falling within rule 7.1(b), the period during which the Acquirer remains bound or entitled to give a notice to acquire shares in the Company under sections 979-982 of the Companies Act 2006, notwithstanding any other provisions as to exercise in these Rules (and on the expiry of the said period the option shall to the extent unexercised lapse).
Scheme of Arrangement
7.3 Subject to rules 7.4, and 7.6, to the extent that any Option has not Vested in full on the date the Court sanctions a compromise or arrangement in relation to the Company (a "Scheme of Arrangement"), and its shareholders in connection with the acquisition of Control by the Acquirer under section 899 or section 901F of the Companies Act 2006, the Committee shall determine the number of Scheme Shares which shall Vest on the basis of:
(a) the pro-rata proportion of the Vesting Period during which the Option Holder was employed by the Group; and
(b) the extent to which the performance conditions specified in accordance with rule 2.2 have been satisfied.
Any Options which are not exercised or released according to rule 7.6 within the period of 6 months beginning with when the Court sanctions the Scheme of Arrangement shall lapse.
7.4 For the avoidance of doubt, the provisions of rule 7.3 shall not apply to permit the exercise of an Option if the Scheme of Arrangement is approved by shareholders in connection with a reorganisation which creates a new holding company for the Company which has the same (or substantially the same) shareholders holding the same (or substantially the same) proportionate shareholdings as the shareholders of the Company immediately prior to the compromise or arrangement.
Voluntary winding-up
7.5 If notice is duly given to members of a resolution at a general meeting for the voluntary winding-up of the Company, except for the purposes of reconstruction or amalgamation, any Option Holder may, notwithstanding rule 5.2, exercise his Option over such number of Scheme Shares as the Committee acting fairly and reasonably may determine (but so that any exercise hereunder shall be conditional upon such resolution being passed) at any time thereafter until the resolution is duly passed or defeated or the general meeting adjourned sine die, whichever shall first occur. If such resolution is passed an Option shall, to the extent unexercised, lapse.
Option release
7.6 If a company (the "Acquiring Company") is either the Acquirer for the purposes of rule 7.1 or obtains Control of the Company as a result of the events specified in rule 7.3 the Option Holder may, by agreement with the Acquiring Company, within whichever of the periods set out in rules 7.2 or 7.3 shall apply (and where more than one of such periods shall apply to the same circumstances, within such one of the said periods as the Acquiring Company shall stipulate) release (the "Release") his Option (the "Old Option") in consideration of the grant to him of an equivalent right over shares in the Acquiring Company or in another company within paragraphs 16(b) or (c), Schedule 4 (the "New Option").
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7.7 The grant of a New Option may only take place on the following conditions:
(a) the shares over which the New Option is granted (the "New Scheme Shares") comply with the provisions relating to scheme shares contained in paragraph 27 of Schedule 4;
(b) the total Market Value of the Scheme Shares which were subject to the Old Option is equal immediately before the Release to the total market value (determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992) of the New Scheme Shares in respect of which the New Option is granted to the Option Holder immediately after the Release;
(c) the total amount payable by the Option Holder for the acquisition of New Scheme Shares on complete exercise of the New Option is equal to the total amount that would have been payable for the acquisition of Scheme Shares on complete exercise of the Old Option; and
(d) the New Option will be exercisable in the same manner as the Old Option and subject mutatis mutandis to the provisions of this Scheme as it had effect immediately before the Release.
7.8 The New Option shall, for the purposes of this Scheme, be treated as having been acquired at the same time as the Old Option was or was treated as acquired and "Date of Grant" shall be construed accordingly.
7.9 The Company shall ensure that the conditions set out in rule 7.7 shall have been satisfied in relation thereto with the result that the New Option is treated for the purposes of paragraph 27(5), Schedule 4 and this Scheme as if such New Option had been granted at the same time as the Old Option.
7.10 Where the Option Holder releases his Option under rule 7.6 he shall not be entitled to exercise the New Option early under rules 7.1 or 7.3 solely by virtue of the circumstances which entitled the Option Holder to effect the Release.
7.11 In relation to any New Option granted pursuant to rule 7.6, these rules shall be construed as if:
(a) except for the purposes of the definitions of "Participating Company" and "Subsidiary" in rule 1, references to the Company were references to the Acquiring Company or, as the case may be, to the other company to whose shares the New Option relates; and
(b) references to the Scheme Shares were references to the ordinary shares in the Acquiring Company or, as the case may be, in that other company.
- Adjustment of Option terms
8.1 The number of Scheme Shares that are the subject of an Option, the relative Exercise Price and the description of Scheme Shares may be adjusted in such manner as the Committee considers to be fair and reasonable upon the occurrence of any capitalisation issue or offer by way of rights (including an open offer) or upon any sub-division, reduction or consolidation or other variation of the capital of the Company.
8.2 An adjustment under rule 8.1 may reduce the Exercise Price applying to an Option to less than the nominal value of a Scheme Share but only if and to the extent that:
(a) the Board is authorised both:
(i) to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Scheme Shares which are allotted pursuant to the exercise of an Option exceeds the adjusted Exercise Price; and
(ii) to apply that sum in paying up that amount on those Scheme Shares; and
(b) on the allotment of the Scheme Shares to be subscribed on the exercise of an Option, the Board proceeds to capitalise the sum referred to in sub-rule (i) above and applies that sum as described in sub-rule (ii) above.
- Administration and amendment
9.1 The Scheme shall be administered by the Committee acting on behalf of the Company and the Committee's decision on all disputes shall be final and binding.
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9.2 Subject to rules 9.3, 9.4 and 9.5, the Committee may at any time amend these Rules in any way it thinks fit provided that, except with the approval of the Company in general meeting, no amendment to the material advantage of Option Holders (present or future) may be made to the provisions relating to the following:
(a) the definition of Eligible Employee in rule 1; or
(b) the share capital and individual limits contained in rules 3 and 4 respectively; or
(c) the basis of determining an Option Holder's entitlement and for adjusting the same in the event of any variation in capital described in rule 8.
9.3 No amendment may be made to these Rules to the extent to which in the reasonable opinion of the Board it would materially abrogate or adversely affect the subsisting rights of an Option Holder as regards an Option granted prior to the amendment being made unless it is made:
(a) with the written consent of the number of Option Holders that hold Options under the Scheme to acquire more than 50% of the Scheme Shares which would be delivered if all Options granted and subsisting under the Scheme were exercised (ignoring any conditions which may be attached to their exercise); or
(b) by a resolution at a meeting of Option Holders passed by not less than 50% of the Option Holders who attend and vote either in person or by proxy.
9.4 The Company shall make any declaration in relation to amendments to key features (as defined in paragraph 28B(8) of Schedule 4) or variations under paragraph 22(3) to confirm that the requirements of Parts 2 to 6 continue to be met.
9.5 The requirement to obtain the approval of the Company in general meeting in rule 9.2 shall not apply to any amendment which the Committee considers is necessary or desirable in order to:
(a) comply with or take account of the provisions of any proposed or existing legislation or take account of any changes to legislation; or
(b) obtain or maintain favourable taxation treatment of any Participating Company or any Option Holder,
provided that any such amendment does not affect the basic principles of the Scheme.
9.6 The Committee shall have power from time to time to make and vary such regulations (not being inconsistent with these Rules) for the implementation and administration of this Scheme as it may think fit.
9.7 Any notice or other written communication under or in connection with the Scheme may be given by the Committee to the Option Holder either personally, by post or by electronic communication, and by the Option Holder to the Committee either personally, by post or by electronic communication, to the Secretary of the Company. Items sent by post shall be first class pre-paid and shall be deemed to have been received 48 hours after posting. Items sent by electronic communication shall be deemed to have been received immediately.
- Claw-back
10.1 The Committee may at any time during such period following the Vesting Date as may be specified, prior to the Date of Grant, by the Committee (including, if applicable, during the Retention Period) determine that a Claw-back shall apply in respect of the Option if the Committee determines that:
(a) a misstatement of results or an error in assessing the achievement of the conditions imposed pursuant to Rule 2.2, relating to the relevant Performance Period has occurred and in either case, the Option Vested in respect of a greater number of Shares than would have been the case had there not been such a misstatement or had such error not been made; or
(b) there has been a significant failure within any Group Company which has a material impact on the value of the Group (taken as a whole), including but not limited to circumstances where the Company or any other Group Company has entered into an involuntary administration or insolvency process or there has been a significant reduction in, or cessation of, the ability of any material Group Company (or group of Group Companies) to continue normal operations.
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10.2 The Committee may at any time (whether before or after exercise of the Option) determine that a Claw-back shall apply in respect of an Option where the Option Holder is found to have committed at any time prior to the exercise of the Option including prior to the Date of Grant, an act or omission which justifies, or in the opinion of the Committee would have justified, summary dismissal or service of notice of termination of office or employment on the grounds of misconduct.
10.3 Applying Claw-back
A Claw-back shall be applied in accordance with the provisions of Appendix 1 (Operation of Claw-back).
10.4 Lapse of Options to give effect to claw-back of other Options
By participating in the Scheme, the Option Holder acknowledges that the Committee may lapse any Option to such extent as it determines to be necessary (including in full) in order to give effect to a claw-back under the terms of the Scheme or any other Employees' Share Scheme or bonus scheme operated from time to time by any Group Company.
10.5 No Claw-back following Change in Control
No Claw-back shall apply following the occurrence of any Change in Control, save where the Change in Control is a reorganisation as referred to in Rule 7.4 or where the determination that the Claw-back shall apply was made prior to the Change in Control.
10.6 Exercise of discretion to be fair and reasonable
In exercising any discretion provided for in this Rule 10, the Committee shall act fairly and reasonably.
- General
11.1 The Company shall at all times keep available sufficient authorised and unissued Scheme Shares to satisfy the exercise to the full extent still possible of any Options (excluding those the exercise of which is to be satisfied by the transfer of existing Scheme Shares) taking account of any other obligations of the Company to issue new Ordinary Shares or shall otherwise ensure that Scheme Shares are available for transfer to satisfy the exercise of any Option.
11.2 In the event that the Scheme Shares are listed on the Official List, the Company shall apply to the Financial Conduct Authority for any Scheme Shares issued upon the exercise of an Option to be listed on the Official List.
11.3 The Option Holder shall be accountable for any income tax and, subject to the following provisions, national insurance liability (or their equivalent in any non-UK jurisdiction) which is chargeable on any assessable income deriving from the exercise of the Option. In respect of such assessable income the Option Holder shall indemnify the Company and (at the direction of the Company) any Subsidiary which is or may be treated as the employer of the Option Holder in respect of the following (together, the "Tax Liabilities"):
(a) any income tax liability which falls to be paid to the HM Revenue & Customs by the Company (or the relevant employing Subsidiary) under the PAYE system as it applies to income tax under the Taxes Act and the PAYE regulations referred to in it (or the equivalent in any non-UK jurisdiction); and
(b) any national insurance liability which falls to be paid to the HM Revenue & Customs by the Company (or the relevant employing Subsidiary) under the PAYE system as it applies for national insurance purposes under the Social Security Contributions and Benefits Act 1992 and regulations referred to in it (or the equivalent in any non-UK jurisdiction) such national insurance liability being the aggregate of:
(i) all the employee's primary Class 1 national insurance contributions; and
(ii) any such proportion of the employer's secondary Class 1 national insurance contributions as may be determined by the Committee and be set out in the grant documentation referred to in rule 2.3.
11.4 Pursuant to the indemnity referred to in clause 11.3, unless the Option Holder makes a cash payment of an appropriate amount to the relevant Group Company, whether by cheque, banker's draft or deduction from salary, the Option Holder shall make such arrangements as the
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Company requires to meet the cost of any Tax Liabilities, including at the direction of the Company any of the following:
(a) appointing the Company as agent and/or attorney for the sale of sufficient Scheme Shares acquired pursuant to the exercise of the Option to cover the Tax Liabilities and authorising the payment to the relevant Group Company of the appropriate amount out of the net proceeds of sale of the Scheme Shares; and/or
(b) entering into an election whereby the employer's liability for any secondary Class 1 national insurance contributions is transferred to the Option Holder on terms set out in the election and approved HM Revenue & Customs.
11.5 The terms of employment of any Option Holder shall not be affected in any way by his participation in the Scheme which shall not form part of such terms (either expressly or impliedly) nor in any way entitle him to take into account such participation in calculating any compensation or damages on the termination of his employment for whatever reason (whether lawful or unlawful) which might otherwise be payable to him, and the Option Holder's terms of employment shall be deemed to be varied accordingly.
11.6 This Scheme is entirely discretionary and may be suspended or terminated by the Company at any time. The grant of an Option is likewise entirely discretionary and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options. All determinations with respect to future grants will be at the sole discretion of the Company. Rights under the Scheme are not pensionable.
11.7 The costs of introducing and administering this Scheme shall be borne by the Company.
11.8 Subject to applicable law, the Company and any Subsidiary may enter into arrangements (including the payment of money or making of loans) with any person on such terms as it thinks fit whereby, on exercise of an Option, existing Scheme Shares may be transferred to an Option Holder in satisfaction of his rights under this Scheme.
11.9 The Board may adopt appendices to this Scheme which shall provide for the grant of options to Eligible Employees who are not at the relevant time exclusively resident for tax purposes in the UK, or who are employed by any non-UK resident Subsidiary, subject to such modifications as the Board considers appropriate to take into account local tax, exchange control, securities laws or other regulatory requirements. Such appendices shall not form part of the Scheme for the purposes of Schedule 4.
11.10 For the purposes of operating the Scheme, personal data in relation to Option Holders shall be collected, processed and transferred in accordance with the Group's Data Protection Policies in place from time to time, which are available to Option Holders on the Group's intranet or otherwise from their employer.
11.11 To the extent that the collection, processing and transfer of the personal data of an Option Holder in connection with the Scheme is subject to the laws or regulations of any jurisdiction that is not the United Kingdom or an EU member state and under which the legal grounds for such collection, processing and transfer described in the Group's Data Protection Policies do not provide a sufficient legal basis under such other laws or regulations for such collection, processing and transfer of personal data, by accepting the Option, such Option Holder consents to such collection, processing and transfer for the purposes of such other laws or regulations (but shall not be deemed to consent to such collection, processing and transfer for the purposes of EU Regulation 2016/679, the UK General Data Protection Regulation or the Data Protection Act 2018).
11.12 The Scheme and any dispute, claim or obligation arising out of or in connection with it, its subject matter or formation shall be governed by English law. The Option Holder and the Company irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Scheme, its subject matter or formation.
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APPENDIX 1: OPERATION OF CLAW-BACK
- Where the Committee determines (pursuant to Rule 10.1 or 10.2 (Claw-back events)) that a Claw-back shall apply in respect of an Option, the Committee shall determine:
(a) the excess number of Shares in respect of which the Option Vested (the "Excess Shares"); and
(b) following exercise of the Option, the aggregate Market Value of such Excess Shares on the Exercise Date less the amount of the exercise price paid by the Option Holder to acquire such Excess Shares (the "Equivalent Value").
- A Claw-back may be effected in such manner as may be fairly and reasonably determined by the Committee, and notified to the Option Holder, including by any one or more of the following:
(a) by reducing the number of Shares and/or amount of cash in respect of which an Outstanding Award vests or may vest (or has vested, but in respect of which no Shares have yet been transferred or cash payment made), whether before or after the assessment of performance conditions in respect of such Outstanding Award, by the number of Excess Shares and/or the Equivalent Value (and such Outstanding Award shall lapse to the extent so reduced);
(b) by setting-off against any amounts payable by any Group Company to the Option Holder an amount up to the Equivalent Value (including from any bonus payment which may otherwise become payable to the Option Holder); and/or
(c) by requiring the Option Holder to immediately transfer to the Company a number of Shares equal to the Excess Shares or a cash amount equal to the Equivalent Value (which shall be an immediately payable debt due to the Company), provided that the Committee may reduce the number of Excess Shares or the amount of the Equivalent Value subject to the Claw-back in order to take account of any Tax Liability which arose on the Excess Shares (howsoever delivered to the Option Holder).
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Where an Outstanding Award is to be reduced by the number of Excess Shares and/or the Option Holder is to be required to transfer to the Company a number of Shares equal to the Excess Shares, the number of Excess Shares may be reduced to take account of the aggregate exercise price payable or paid in respect of such Excess Shares and/or the Company shall make repayment to the Option Holder of the amount of such exercise price paid.
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In paragraph 2 above:
"Outstanding Award" means any Option under the Scheme, any award or option under any other Employees' Share Scheme operated from time to time by any Group Company (other than any award or options granted under any arrangement which satisfies the provisions of Schedules 2 or 3, or (unless the terms of such arrangement state that shares acquired thereunder are subject to claw-back) 4 or 5 of the Income Tax (Earnings and Pensions) Act 2003), or any bonus award under any bonus scheme operated from time to time by any Group Company, in each case which is either held by the Option Holder at the time of a determination that a Claw-back shall be applied or which are granted to the Option Holder following such a determination; and
"vests" shall include shares or cash subject to an award becoming due to be transferred or paid, and in the case of an option, the option becoming exercisable.
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