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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

Schedule 4 Company Share Option Plan (CSOP): Shares to be used: Depository receipts (DRs)

In principle there is no objection to depository receipts (DRs) being used in Schedule 4 CSOP schemes. The potential difficulty is that the precise detail of the arrangements making up the DRs may vary but provided the holder of the DR retains the rights attaching to the ownership of the shares, such as voting and rights to receive dividends they are acceptable. The DR certificate will normally state the responsibilities of the depository bank with respect to the ownership of the shares. It is accepted that DRs may be used provided they retain the rights attaching to the underlying shares and restrictions although the option must still be to acquire shares in the company, but can be satisfied through DRs.