Sale of shares

[PJR]

We have a client (a company) which owns some valuable land. The land has been used in the company's trade for a number of years. The company is a close, unquoted company.
A third party has approached the company shareholders and wants them to grant him an option to purchase all their shares within a two year period. He will pay them a lump sum now and can exercise the option at any time. After 24 months the option expires and the shareholders retain the option 'fee'.
I have two questions:
1) Is the receipt of the option fee a part disposal of shares for CGT purposes?
2) The shares have been held for more than two years - would BATR be available? None of the shareholders are employees of the company but all are directors (part-time).
Thanks for your help.

[hashman]

1. The grant of the option is a disposal (not a part disposal) and the amount paid for the option is brought into charge to CGT. But if the option is exercised then the sum paid for the option and the sum paid on exercise are combined into one transaction.
2. BATR should be available provided the company is substantially a trading company (20% rule applies re non-trading activities).