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ERSM200030 | Public Offers

From HM Revenue & Customs · Employment Related Securities Manual

“Registrant discount”

There is a “registrant discount” in respect of the shares of a company if the following conditions are met:

  • Members of the public are, or may become, entitled to a discount in respect of the whole or part of the shares of the company allocated to them.

  • At least 40% of the shares of the company allocated to members of the public (excluding employees receiving priority allocations) are allocated to individuals who are or become entitled to:

- the discount, or

- some other benefit of similar value for which they may elect as an alternative to the discount.

  • Subscribing employees are, or may become, entitled to the same discount in respect of the shares of the company as any other members of the public to whom shares of the company are allocated under the offer.

The ‘amount or value of the registrant discount’ is: -

  1. the amount of any such discount, or

  2. the value of any such other benefit which is conferred as an alternative to the discount.

Effect of registrant discount on employee discount

ITEPA03/S543 provides that where the director or employee acquires shares under the public offer at a discount, the discount chargeable under ITEPA03/S62 (see ERSM20500) is restricted to the discount in excess of the registrant discount available to members of the public.

Example

Shares in A Ltd are worth £10 each. There is a public offer to buy the shares, and 50% are allocated to members of the public who are entitled to a £1 ‘registrant discount’. Subscribing employees are also entitled to the £1 registrant discount. In addition, subscribing employees are entitled to a further £1 discount.

The employees receive a total of £2 discount on each share. However, because this includes a ‘registrant discount’ of £1, the employees are only chargeable on the amount by which their discount exceeds the registrant discount, i.e. £1 per share.

Where there is more than one offer to public and employees then the formulae in ITEPA03/S545 apply. This is not covered here in detail, but ESSU can provide further guidance in particular cases – see ERSM10040.