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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

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HM Revenue & Customs
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Schedule 3 SAYE share option schemes: Exchange of options: Scheme rules

The provisions of paragraph 38 are not a requirement for a Schedule 3 SAYE option scheme.  But if companies wish to include such a “rollover” facility in the rules of a Schedule 3 SAYE option scheme, they must do so precisely in accordance with the statutory provisions.

Although the term “rollover” of options is in common use, the legislation refers to a “release” of old options in consideration of the grant of new options.

Rollover of options can only be:

  • effected if the scheme rules provide for it, and
  • applied to those options which were granted on terms which included such provisions .

The statutory requirements which must be reflected in the scheme rules if rollover provisions are to be acceptable centre on:

  • when a rollover of options can take place (paragraph 38(2) and (3)), (see ETASSUM36030),
  • the new options being “equivalent” to the old options (paragraph 39(4)), (see ).

Whether the new options are equivalent is based on the:

  1. nature of the shares that can be the subject of the new options,
  2. exercise provisions of the new options,
  3. number of shares that will be the subject of the new options, and
  4. price at which the new options may be exercised.