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HMRC internal manual

Employee Tax Advantaged Share Scheme User Manual

HM Revenue & Customs
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Schedule 4 Company Share Option Plan (CSOP): Exchange of share options: Becoming bound or entitled

Paragraph 26(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 of the Companies Act 2006.

Sections 979-982 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, or by a nominee for, the acquiring company)

Section 979 (previously Section 429) 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. Section 983 (previously Section 430A) gives the dissenting minority similar rights to compel the acquiring company to acquire their shares and so may bind the acquiring company to do so. Sections 974 – 991 (previously sections 428 - 430) set out the procedures companies must follow to acquire the shares of the dissenting minority. These procedures determine when the acquiring company became bound or entitled to do so, for the purposes of paragraph 26(2)(c).