SAYE—corporate events
SAYE—corporate events

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • SAYE—corporate events
  • The law governing SAYE options and corporate events
  • Corporate events which may trigger exercise of SAYE options
  • Change of control as the result of a general offer
  • Scheme of arrangement or compromise
  • Non-UK company reorganisation arrangement
  • Voluntary winding up
  • Controlling shareholder bound or entitled to acquire minority shareholders’ shares
  • Sale or transfer of the employing business or subsidiary
  • Exercise of options immediately before specified corporate events
  • More...

SAYE—corporate events

This note covers the following topics:

  1. the law governing save as you earn (SAYE) options and corporate events

  2. corporate events which may trigger the exercise of SAYE options

  3. tax relief for exercise of SAYE options on specified corporate events, and

  4. exchange of SAYE options

The law governing SAYE options and corporate events

The legislation governing the impact of corporate events on SAYE options is as follows:

  1. Schedule 3, Part 6, paragraphs 37 to39 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003), and

  2. ITEPA 2003, s 519

Corporate events which may trigger exercise of SAYE options

The SAYE legislation permits an SAYE scheme to allow for early exercise of SAYE options (before the bonus date of their linked savings arrangement) in the event that one of the following occurs in relation to the company whose shares are subject to the SAYE scheme (referred to in this note as the scheme company):

  1. a change of control of the scheme company as a result of a general offer, either to acquire the whole of its issued ordinary share capital or to acquire all of the class of shares which are subject to the SAYE scheme

  2. a scheme of compromise or arrangement of the scheme company sanctioned by the court under either section 899 or section 901F of the Companies Act 2006 (CA 2006)

  3. the scheme company passing

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