Employee Share Plans in Europe and the USA - Sorainen

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Employee Share Plans in Europe and the USARepublic of IrelandRepublic of Ireland1. Securities law1.1 Offer of securities: The Prospectus Directive has been implemented into Irishlaw and therefore in general the principles referred to in paragraph 2 on pages 1-3 of this guide will apply. 1In addition to the employee share plans exemption referred to in paragraph 2 onpages 1 - 4 of this guide, the obligation to publish a prospectus does not apply toan offer of securities in Ireland if:• the offer is made to fewer than 100 people in Ireland (other than thoseregistered as sophisticated investors) (even if the offer is being made to morethan 100 individuals in a different EU state); or• the offer is made only to people who are registered as sophisticated (or"qualifying") investors in Ireland; or• the offer of securities is addressed to investors where the minimumconsideration payable pursuant to the offer is at least €50,000 per investor,for each separate offer; or• the denomination per unit of the securities concerned amounts to at least€50,000; or• the offer expressly limits the amount of the total consideration for the offer toless than €100,000 calculated over a period of 12 months.In addition, the Companies Act 2005 sets out certain requirements for localoffers. The Companies Act 2005 defines a "local offer", among other things, asan offer of securities to the public in the State (i.e. Ireland) where the offerexpressly limits the amount of the total consideration for the offer to less than€2.5 million (the Local Offer Exemption). The Local Offer Exemption is relevantfor local offers where the consideration payable for the securities is between€100,000 and €2.5 million. An offering document prepared for a local offer must1Part V of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 (Companies Act2005) together with the Prospectus Directive Regulations 2005 (Prospectus Regulations) implementedthe Prospectus Directive in Ireland with effect from 1 July 2005.UK/1729295/03 101 September 2010
Employee Share Plans in Europe and the USARepublic of Irelandcontain certain statements which are detailed in section 49 of the Companies Act2005. 21.2 Disclosure: Under Irish company law a company is required to maintain aregister of Irish directors’ and secretary’s interests in the shares of the companyor its parent company. 3The Market Abuse (Directive 2003/6/EC) Regulations 2005 which implement theEU Market Abuse Directive in Ireland introduced a regime for the disclosure oftransactions in shares and other securities by “persons discharging managerialresponsibilities” and “persons closely associated with them”. These rules applyto (i) Irish issuers whose financial instruments are admitted to trading on aregulated market whether in Ireland or elsewhere in the EU and (ii) to any non-European Economic Area issuer for which Ireland is a ‘home state’ under theIrish law implementing the Prospectus Directive.2. Exchange controlsThere are no applicable exchange controls.3. Financial assistance3.1 Irish company: Irish law prohibits an Irish-incorporated subsidiary from givingfinancial assistance, directly or indirectly, in connection with the purchase of orsubscription for shares in its parent company, whether the parent company is23Such statements must state that the offering document has not been prepared in accordance with theProspectus Directive and include specific consumer warnings in relation to the performance ofinvestments. A copy of the offering document must be registered with the Irish CompaniesRegistration Office on or before the date of its publication.The important points to note are as follows:• there is no legal obligation to notify an interest in shares in a company which is a wholly ownedsubsidiary (direct or indirect) of another company;• every director, shadow director or secretary of a company must notify that company within five daysof acquiring or disposing (or their spouse or minor child acquiring or disposing) of an interest in theshares of that company (or its parent company). In practice this means that notification must bemade within five working days of grant or exercise of a share option, or the subsequent disposal ofthe shares;• the notice should contain the date of the grant or exercise of the option, or the disposal of theshares; the number and class of shares involved in such grant, exercise or disposal; and the noticemust state that it is given pursuant to the Companies Act 1990; and• the company is required to maintain a register and to enter into it the information contained in thenotification within three days of receipt of the notification. In practice the responsibility falls on thecompany secretary to maintain the register of directors’ interests.UK/1729295/03 102 September 2010
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Employee Share Plans in Europe and the USA - Sorainen

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