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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

Schedule 4 Company Share Option Plan (CSOP): Exchange of share options: Company reorganisation

Paragraph 26 allows a Schedule 4 CSOP scheme to provide for an exchange of share options where:

  • there is a company reorganisation of a scheme company (a company whose shares may be acquired by the exercise of share options under the scheme), and
  • a participant has obtained share options under the scheme to acquire shares of the scheme company (old options),

the participant may agree with the acquiring company to release the “old options” in consideration for the grant of “new options”.

A company reorganisation will arise where another company (the acquiring company) obtains control of the scheme company by means of a general offer (see ETASSUM45150), by compromise or arrangement (see ETASSUM45160) or the acquiring company becoming “bound or entitled (see ETASSUM45180).