ETASSUM36080 - Schedule 3 SAYE option schemes: Exchange of options: Obtaining control by a non-UK company reorganisation arrangement

Paragraph 38(2)(ba) permits a rollover to be triggered when the acquiring company:

  • obtains control of the company whose shares are used in the scheme,
  • as a result of a non-UK company reorganisation arrangement which has become binding on the shareholders covered by it.

A non-UK company reorganisation arrangement is defined in paragraph 47A as an arrangement made in relation to an overseas company which:

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

When an arrangement becomes 鈥渂inding鈥� may vary according to the jurisdiction concerned.

Schemes with rules included for 鈥渆quivalent overseas legislation鈥� or similar and with related provisions for rollover of options, 鈥渁pproved鈥� at 5 April 2014, can continue to operate on their existing terms after 5 April 2014.