Share options taxation

Does anyone have a good understanding of share option taxation?

A client is due to receive several £m in the coming weeks as her former company IPO's. She holds vested unapproved share options, which she intends to convert to Class A shares and sell immediately at IPO.

I'm unsure about one aspect of the taxation:

Employer NI, will she be responsible for paying employer NI? If so, is the gain on which she pays the employer NI deductible against income tax and employee NI?

A copy of my workings is attached. Note that funding for the grant price as well as taxes/NI will be deducted by withholding/selling shares (cashless exercise).

Any help greatly appreciated!

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