haysmacintyre advised on cancellation of existing Enterprise Management Incentive (EMI) options and regrant at a lower exercise price. Whilst the business had grown fast during lockdown, its trajectory had slowed in 2023, and management wished to rebase options at a lower strike price. We successfully negotiated a significantly reduced EMI valuation to reflect this slowdown. We then advised on the tax treatment of the cancellation and regrant at the lower exercise price and provided the documentation to do this.

haysmacintyre advised on setting up an Employee Benefit Trust (EBT) for the purpose of buying out a departing founder and recycling their shares into its Company Share Option Plan (CSOP) scheme for key employees. We previously designed and implemented an Enterprise Management Incentive (EMI) plan, then the CSOP when the company became too large for EMI. We also implemented a sub-plan to grant options to contractors.

haysmacintyre provided financial and tax due diligence on Portobello Pub Company’s acquisition of Darwin & Wallace.

haysmacintyre acted as transaction support advisors to Spectra Systems Corporation (Spectra) on their acquisition of Cartor Holdings Ltd (Cartor).

haysmacintyre provided financial and tax due diligence, and SPA support on St Austell Brewery’s acquisition of The Bath Pub Company.

haysmacintyre advised a financial services client on catching up on six years of late Employment Related Securities (ERS) returns. Whilst penalties were levied by HMRC, haysmacintyre appealed and were able to cancel them in full.

haysmacintyre acted as reporting accountant on Tan Delta Systems PLC’s successful admission to AIM.

haysmacintyre designed and implemented an Enterprise Management Incentive (EMI) option plan over multiple classes of growth share, to give effect to a management ratchet mechanism. The shareholders wanted an incentive for the CEO to grow the business well beyond its current value and were willing to offer a higher equity percentage for each valuation threshold passed. haysmacintyre introduced specialist lawyers to create multiple share classes, with each share class paying out if the company is sold for above a certain hurdle. We then agreed share values for each share class with HMRC and drafted the relevant EMI option documentation.