ETASSUM42350 - Schedule 4 Company Share Option Plan (CSOP): Eligibility of individuals to participate: »Ê¹ÚÌåÓýapp "no material interest" requirement: Interests under trust

»Ê¹ÚÌåÓýapp words “interested inâ€� have a wide meaning (see ). For example, where shares are held by trustees, the trustees, the beneficiaries and the remaindermen (if any) of the trust are “interested inâ€� the shares.

A trustee of a settlement will be associated with all others who are “interested inâ€� the shares held by the trust. »Ê¹ÚÌåÓýapp trustees may therefore be associated with each other and with the beneficiaries of the trust.

A participant who:

  • owns shares in his own right, and
  • is also the trustee of a trust which owns shares in the same company may be an associate of himself.

If a participant has two capacities - that of individual shareholder or option-holder and that of trustee - it may be necessary, in computing whether he has a material interest, to aggregate interests held by:

  • the participant in his own right,
  • his relatives, partners, or settlements of which he was the settlor,
  • any trust of which he is a trustee,
  • any trust in which he is otherwise interested, for example as a beneficiary. Interests held as beneficiaries are considered at ETASSUM42400.

»Ê¹ÚÌåÓýapp fact that a person’s “interestsâ€� in shares arise in different capacities (i.e. personal and trustee), is irrelevant for the purposes of computing his own material interest.

»Ê¹ÚÌåÓýapp different capacities in which a person has “interestsâ€� in shares may, however, be relevant in computing whether any of his associates has a material interest. For example, in computing the material interest of his associates in a personal capacity (i.e. relatives or partners) only his interests in a personal capacity need be aggregated with their interests in deciding whether they have a material interest. In computing the material interest of his associates in a trustee capacity (i.e. the other trustees or beneficiaries of the trust) only his interests in a trustee capacity need be aggregated with their interests in deciding whether they have a material interest.