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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 option schemes: Exchange of options: Becoming bound or entitled

Paragraph 38(2)(c) permits rollover to be triggered when a company becomes bound or entitled to acquire shares in the scheme company (the company whose shares are used in the scheme) under sections 979-982 or 983-985 of the Companies Act 2006.

These sections apply after a company (the acquiring company) has had its offer to the shareholders of a target company accepted, by the holders of 90% of the shares whose transfer is involved (i.e. shares other than those already held at the date of the offer by the acquiring company).

Section 979–982 Companies Act 2006 may entitle the acquiring company to acquire the shares of the dissenting minority of shareholders who did not accept the offer, or who failed or refused to transfer their shares to the acquiring company. Sections 983–985 Companies Act 2006 may require the acquiring company to acquire the shares of the minority shareholders. These procedures determine when the acquiring company became bound or entitled to do so, for the purposes of paragraph 38(2)(c).