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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: Obtaining control by compromise or arrangement

Paragraph 38(2)(b) permits a rollover to be triggered when the acquiring company:

  • obtains control of the company whose shares are used in the scheme,
  • by a compromise or arrangement sanctioned by the Court under Section 899 Companies Act 2006 (previously section 425 of the Companies Act 1985).

References in scheme rules to a rollover being triggered by events under other UK legislation which may have a similar effect to Section 899 (e.g. Section 110 Insolvency Act 1986) are not compliant with Schedule 3 ITEPA. This is subject to the concessions at ETASSUM35460 and a non-UK company reorganisation arrangement (paragraph 38(2)(ba)) refer to ETASSUM36080.