NOCIONES DE ACÚSTICA: SONIDO, VOLUMEN Y DECIBEL

group on the day the trust was established or at any time within 9 months prior to that day, in the case of former employees of the Irish National Petroleum Corporation

Limited.

(b) the person was an employee or director in accordance with subparagraph (3)(b) for a qualifying period,

(c) the person has ceased to be such an employee or director, and

(d) a period of not more than 18 months has elapsed since the person left such a company.

Subparagraph (5) or (6) must apply to everyone who qualifies under it. par 11A(7) A charity may be a beneficiary if no other person qualifies under subparagraph (3), (4), (5)

or (6).

par 11A(8) A qualifying period is defined for the purpose of subparagraph (3) as the period of less

than 3 years, which must be stated in the trust deed and which ends at the time in question. par 11A(9) A qualifying period is defined for the purpose of subparagraph (5) or (6) as the same

period as applicable to subparagraph (3) and which ends when the person ceased the respective employment or directorship.

par 11A(10)

Anyone who does not conform to subparagraph (3), (4), (5), (6) or (8) is excluded from being a beneficiary.

par 11A(11) Anyone who has, at that time or at any time within the previous year had a material interest

in a company referred to in subparagraph (3)(b), and in the appropriate case this also includes a material interest in TSB Bank, is also excluded from being a beneficiary.

Any period which a person spends as an employee or director of TSB Bank will also be taken into account in determining whether the qualifying period requirement has been satisfied since TSB Bank itself is not included in the definition of relevant company or relevant company’s group.

par 11A(13)

A charity is defined as a body established for charitable purposes only. par 11A(14) Any order reducing the 5 year period or 50% of shares encumbered referred to in

subparagraph (5)(d) must be laid before Dáil Éireann and cannot come into effect until a resolution to that effect has been passed.

par 11A(15)

Trustees’ functions

The trust deed must make provision for the functions of trustees and in particular the following general functions —

par 12

• to receive sums from the founding company and other sums, by way of loan or otherwise,

• to acquire securities,

• to grant rights to acquire shares to beneficiaries under the ESOT, • to transfer securities or sums (or both) to beneficiaries under the ESOT,

• to pay sums or transfer securities to the personal representatives of deceased beneficiaries,

• to transfer securities to the trustees of profit sharing schemes approved under Part 2 of Schedule 11,

• pending transfer, to retain and manage the securities by exercising voting rights or otherwise.

Sums

The trust deed must require that money received by the trustees must be expended within the “expenditure period” only for one or more “qualifying purposes” and must, while it is retained by them, be kept as cash or in an account with a relevant deposit taker (within the

par 13(1) to (3)

meaning of section 256).

“expenditure period” is the 9 month period starting, where the sum is received from the founding company or a group company, from the end of the accounting period in which the sum was expended by the company, and in any other case, the day the sum is received. “qualifying purposes” are —

• acquiring shares in the company which established the trust or specified securities using dividends on other specified securities,

• repaying borrowings,

• paying —

- interest on borrowings,

- a sum to a beneficiary of the ESOT,

- a sum to the personal representatives of a deceased beneficiary, - expenses of running the ESOT.

The trust deed must provide that for the purpose of deciding whether a sum has been expended the trustees are to be treated as having expended money (paid to them) in the order in which that money is received by them.

par 13(4)

The trust deed must provide that where trustees pay sums to beneficiaries at the same time all sums must be paid on similar terms and that similar terms may include terms which vary in relation to beneficiaries according to their levels of remuneration, length of service or similar factors.

par 13(5) & (6)

Securities

The trust deed must provide that the securities acquired by the trustees must be shares in the founding company which are fully paid up, not redeemable and not subject to any restrictions other than restrictions which attach to all shares of the same class or an authorised restriction (in connection with cessation of employment). A restriction on shares imposed by a company’s articles of association which —

par 14(1) to (3)

• requires directors or employees of a company or a company controlled by that company to dispose of their shares when they cease to be directors or employees, and • requires persons who are not, or have ceased to be, such directors or employees to

dispose of, on acquisition, shares which they have acquired in pursuance of rights or interests obtained by such directors or employees,

is an authorised restriction provided the disposal is by way of sale for money on terms specified in the articles of association, and the articles also contain general provisions whereby any person disposing of shares of the same class (whether or not held or acquired in the manner outlined above) may be required to dispose of them by way of sale for money on terms specified in the articles of association.

The trust deed must provide that the shares in the founding company may not be acquired by the trustees at more than market value or at a time when the company is controlled by another company other than where the founding company is a company into which a trustee savings bank has been reorganised.

par 14(4) & (5)

The trustees may acquire securities other than shares in the founding company, if — par 15 • they are securities acquired by the trustees as a result of a reorganisation or reduction

of share capital in accordance with section 584, or

• they are securities issued to the trustees on an exchange basis in circumstances as outlined in section 586 (that is, company amalgamations).

terms and that the transfer must take place within 20 years of their acquisition by the trustees.

& (3)

The qualifying terms are that securities must be offered to all persons who are beneficiaries under the ESOT at the time of transfer and that the transfer must be made on similar terms to all persons who have accepted the offer. Similar terms may include terms which vary in relation to beneficiaries according to their levels of remuneration, length of service or similar factors.

The trust deed must provide that for the purposes of deciding whether particular securities are transferred are treated as having transferred securities acquired by them earlier before securities acquired by them later.

par 16(4)

Other features

The trust shall not contain features which are not essential or reasonably incidental to the purpose of acquiring or transferring sums and securities to employees and directors and transferring securities to the trustees of profit sharing schemes approved under Part 2 of Schedule 11.

par 17

The trust deed must provide that the trustees acquire, transfer or retain securities when, in relation to those securities, respectively —

par 18(1)

• they become entitled to them,

• another person becomes entitled to them, or • they remain entitled to them.

If the trust deed provides that the trustees may acquire securities other than shares in the founding company in a case of amalgamation or of reorganisation or reduction of share capital then it must provide for an exception to the rule that the trustees acquire securities when they become entitled to them. Instead, the deed must provide that the trustees be treated as acquiring the securities at the same time as they acquired the exchanged shares or the original shares, as may be the case.

par 18(2)

The trust deed must provide that where the trustees agree to acquire securities then the trustees, in the case of acquisition, become entitled to them when the agreement is made or if the agreement is conditional when the condition(s) is/ are satisfied and not on a later acquisition.

par 18(3)(a)

The trust deed must provide that where trustees agree to transfer securities then the person receiving them becomes entitled to them when the agreement is made and not on a later transfer.

par 18(3)(b)