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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

Schedule 3 SAYE option schemes: Exchange of options: Agreement of the acquiring company

Scheme rules should be drafted to make it clear that the implementation of the rollover provisions are subject to the agreement of both the participant and the acquiring company. This is a requirement of paragraph 38(1). Rules which provide that such agreement is not necessary if the options are over existing shares will not meet the criteria to qualify under Schedule 3.

Selective rollover (permitting only some option-holders to exchange their options) is not an acceptable feature of a Schedule 3 SAYE option schemes, as this would offend the similar terms requirement (see ETASSUM31070).

Partial rollover (with the balance being exercised or surrendered) is not acceptable in a Schedule 3 SAYE option scheme. Companies may, however, wish to make it clear in their rules that exercise or rollover are alternatives at the time of a takeover.

Cash paid in return for the partial surrender of options is not an acceptable feature of a Schedule 3 SAYE option scheme, in line with cash cancellation offers generally (see ETASSUM31020).