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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 4 Company Share Option Plan (CSOP): Exchange of share options: Obtaining control as a result of a non-UK company reorganisation

From 6 April 2014, paragraph 26(2)(ba) permits a rollover to be triggered when the acquiring company obtains control of the scheme company whose shares are used in the scheme, as a result of a non-UK company reorganisation (affecting companies including (but not limited to) both the acquiring company and the company whose shares are used in the scheme) which has become binding on the shareholders covered by it (refer to ETASSUM44430 on the acceptability of incorporating this feature into existing options).

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

Paragraph 35ZA defines a “non-UK company reorganisation” arrangement as an arrangement made in relation to an overseas company which:

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