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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

HM Revenue & Customs
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Schedule 3 SAYE option schemes: Exchange of options: Company reorganisation

Paragraph 38 allows for a Schedule 3 SAYE option scheme to provide for an exchange of share options where:

  • there is a company reorganisation of a scheme company (a company whose shares may be acquired by the exercise of share options under the scheme), and
  • a participant has obtained share options under the scheme to acquire shares of the scheme company (old options).

The participant may agree with the acquiring company to release the ‘old options’ in consideration for the grant of ‘new options’.

A company reorganisation will arise where another company (the acquiring company) obtains control of the scheme company by means of a general offer (ETASSUM36060), by compromise or arrangement (ETASSUM36070), as a result of a non-UK company reorganisation arrangement (ETASSUM36080), or the acquiring company becoming “bound or entitled” (ETASSUM36090).