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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 a non-UK company reorganisation arrangement

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

  • obtains control of the company whose shares are used in the scheme,
  • as a result of a non-UK company reorganisation arrangement which has become binding on the shareholders covered by it.

A non-UK company reorganisation arrangement is defined in paragraph 47A as an arrangement made in relation to an overseas company which:

  • gives effect to a reorganisation of the company’s share capital by consolidation of shares of different classes, by division of shares into different classes, or by both of these, and
  • which is approved by a resolution of the members where more than 50% of the voting rights of all members who have the right to vote in favour of approving the arrangement.

When an arrangement becomes “binding” may vary according to the jurisdiction concerned.

Schemes with rules included for “equivalent overseas legislation” or similar and with related provisions for rollover of options, “approved” at 5 April 2014, can continue to operate on their existing terms after 5 April 2014.