51茶馆

For companies with more than one class of shares, if the scheme shares are not 鈥渆mployee-control鈥� shares, they must satisfy the 鈥渙pen market test鈥� in paragraph 22(3)(a). This means that the majority of the shares of the scheme class must be held by what can be summarised as 鈥渙utsiders鈥�, specifically:

• persons who did not acquire their shares 鈥渁s a director or employee鈥� of any company (paragraph 22(3)(a)) (see ETASSUM33240),
• persons who acquired their shares in pursuance of an offer to the public (paragraph 22(3)(a)),
• trustees - but excluding the shares they hold on behalf of persons who acquired their interests in the shares 鈥渁s a director or employee鈥� and not in pursuance of an offer to the public (paragraph 22(3)(b)),
• companies - but excluding, if the shares to be used in the scheme are in an unlisted subsidiary company, shares held by companies which control or are associated with that company (paragraph 22(3)(c)).