Vermilion Holdings v HMRC

In Vermilion Holdings v HMRC [2019] UKFTT 230 (8 April 2019) the FTT found that share options granted by an employer to an employee had not been granted by reason of his employment and therefore did not fall within the scope of ITEPA 2003 s 471(3).

Mr Noble had been granted share options in 2006 as part of an equity raising exercise. These options were ‘effectively payment for services which had been provided in the process of the fundraising exercise’. When it became clear that the company was in difficulty new option agreements were drawn up in 2007 following the dilution of the 2006 options.

The issue was whether the 2007 option granted when Mr Noble was already appointed as a director of Vermilion was an employment-related securities option within the meaning of s 471(3). This in turn depended on whether the opportunity to acquire...