Part 5 Group relief

Chapter 6 Equity holders and profits or assets available for distribution

Company's entitlement to profits or assets available for distribution: supplementary

173 Cases in which option arrangements are in place
(1) Section 174 applies if option arrangements are in place at the relevant time.
(2) “Option arrangements” means arrangements in relation to which conditions A and B are met (but see sections 174A and 174B).
Words in s. 173(2) inserted (with effect in accordance with art. 15 of the amending S.I.) by The Enactment of Extra-Statutory Concessions Order 2012 (S.I. 2012/266), arts. 1, 14(2)
(3) Condition A is that the effect of the arrangements is that there could be a change in—
(a) the proportion of profits to which any of the participating equity holders would be beneficially entitled on the profit distribution if it were made at a time after the relevant time, or
(b) the proportion of assets to which any of the participating equity holders would be beneficially entitled on the notional winding up if it occurred at a time after the relevant time.
(4) Condition B is that, under the arrangements, the change could result from the exercise of—
(a) a right to acquire ordinary shares in company B (see section 160) or securities in company B, or
(b) a right to require a person to acquire such shares or securities.
(5) For the purposes of subsection (4)—
(a) it does not matter whether or not the shares or securities were issued before the arrangements were put in place,
(b) “right” does not include a right within subsection (6), and
(c) “securities” does not include normal commercial loans (as defined by section 162).
(6) A right is within this subsection if it—
(a) is a right of an individual to acquire shares,
(b) was obtained because of the individual's office or employment as a director or employee of company B, and
(c) was obtained in accordance with a share option scheme at a time when the scheme was an approved share option scheme.
(7) In subsection (6)(c)—
“share option scheme” means—
(a) an SAYE option scheme within the meaning of the SAYE code (see section 516(4) of ITEPA 2003), or
(b) a CSOP scheme within the meaning of the CSOP code (see section 521(4) of ITEPA 2003), and
“approved” means—
(a) in relation to an SAYE option scheme, approved under Schedule 3 to ITEPA 2003, and
(b) in relation to a CSOP scheme, approved under Schedule 4 to ITEPA 2003.

Pt. 5 Ch. 6 applied in part (with effect in accordance with s. 51 of the amending Act) by Finance Act 2022 (c. 3), s. 50(2)(3)
Pt. 5 Ch. 6 applied (temp.) (with effect in accordance with Sch. 10 para. 43 of the amending Act) by Finance Act 2022 (c. 3), Sch. 10 para. 6(2)
Pt. 5 applied (with modifications) (24.2.2022) by Finance Act 2022 (c. 3), Sch. 2 para. 47(4)
Ss. 169-178 applied (with modifications) (24.2.2022) by Finance Act 2022 (c. 3), Sch. 2 para. 5(4)