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HMRC internal manual

Employment Related Securities Manual

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HM Revenue & Customs
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Securities Options: exercise of EMI options

Gain on exercise of EMI options granted at discount

For Enterprise Management Incentives, where a gain arises on the exercise of discounted options, per ITEPA03/S531 the gain under ITEPA03/S476 becomes:

CMV − (ACO + ACS)

where-

CMV is the chargeable market value,

ACO is the amount or value of the consideration given for the grant of the option, and

ACS is the amount, if any, for which the shares are acquired.

The “chargeable market value” means-

  • the market value of the shares-

    • at the time when the option was granted, or
    • if it is a replacement option, at the time when the original option was granted, or
  • the market value of the shares at the time when the option is exercised,

whichever is lower.

Gain on EMI option following disqualifying event

For Enterprise Management Incentives, where an option is exercised later than 90 days after a disqualifying event, per ITEPA03/S532 the gain under ITEPA03/S476 becomes:

If the option is within ITEPA03/S530(1) (option to acquire shares at market value), the gain is-

PEG − ACO

If the option is within section 531(1) (option to acquire shares at less than market value), the gain is-

(CMV + PEG) − (ACO + ACS)

where

ACO is the amount or value of the consideration given for the grant of the option,

ACS is the amount, if any, for which the shares are acquired,

CMV is the chargeable market value (as defined by section 531(3)), and

PEG is the post-event gain, that is the amount (if any) by which the market value of the shares at the time when the option is exercised exceeds their market value immediately before the disqualifying event.

(For disqualifying events occurring up to and including 16 July 2013 the limit is 40 days.)