1Where an acquisition of shares or of an interest in shares in a body corporate is made as mentioned in subsection (1) of the principal section and the acquisition is made in pursuance of such arrangements as are mentioned in subsection (8) of that section, then, if the arrangements were made or modified after 22nd March 1973, subsections (2)(b) and (3)(b) of that section shall not be sufficient to exclude the application of subsections (4) and (7) of that section unless—
(a)the arrangements satisfy the condition stated in paragraph 2 below; and
(b)the shares comply with paragraph 3 of Part II of the principal Schedule and satisfy the condition stated in paragraph 3 below.
2The condition referred to in paragraph 1(a) above is that the, arrangements allow every full-time employee of the company concerned who—
(a)has been a full-time employee of that company for a continuous period of not less than five years ; and
(b)is chargeable to tax in respect of his employment under Case I of Schedule E ; and
(c)is not less than twenty-five years old ;
to acquire shares or interests in shares of the same class on similar terms.
3The condition referred to in paragraph 1(b) above is that the shares—
(a)are not subject to such restrictions as will or may result in the person acquiring the shares or an interest in the shares obtaining a benefit through an increase, subsequent to the acquisition, of the value or the value to him of the shares or interest; and
(b)cannot (whether by one transaction or a series of transactions) be exchanged for or converted into shares which are subject to such restrictions.