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Paragraph 38 allows for a Schedule 3 SAYE option 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 (ETASSUM36060), by compromise or arrangement (ETASSUM36070), as a result of a non-UK company reorganisation arrangement (ETASSUM36080), or the acquiring company becoming “bound or entitled� (ETASSUM36090).