An offer for the issue or transfer of ESS interests of a body corporate or registered scheme to ESS participants in connection with an employee share scheme is covered by this section if:
(a) no monetary consideration is to be provided for the issue or transfer of the interests; and
(b) if the offer is of options or incentive rights--no monetary consideration is to be provided on the exercise of the options or rights; and
(c) any trust that may issue or transfer ESS interests under the scheme meets the requirements in section 1100S; and
(d) the offer meets any requirements prescribed in the regulations for the purposes of this paragraph.