ETASSUM36070 - Schedule 3 SAYE option schemes: Exchange of options: Obtaining control by compromise or arrangement

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

• obtains control of the company whose shares are used in the scheme,
• by a compromise or arrangement sanctioned by the Court under Section 899 Companies Act 2006 (previously section 425 of the Companies Act 1985) or 901F Companies Act 2006,
  • Any change to a scheme’s rules to include the new rights provided by 901F Companies Act 2006 will apply to existing options, including those granted before 26 June 2020 as well as any options granted since then.

References in scheme rules to a rollover being triggered by events under other UK legislation which may have a similar effect to Section 899 (e.g. Section 110 Insolvency Act 1986) are not compliant with Schedule 3 ITEPA. This is subject to the concessions at ETASSUM35460 and a non-UK company reorganisation arrangement (paragraph 38(2)(ba)) refer to ETASSUM36080.