ETASSUM54065 - Enterprise Management Incentives (EMI): Requirements relating to options: Amendments to options – Private Intermittent Securities and Capital Exchange System (PISCES)
Source: gov.uk (2025-11-27)


The Private Intermittent Securities and Capital Exchange System (PISCES) is a new type of secondary trading platform that allows for the intermittent trading of private company shares.

On 15 May 2025 the government announced that it would allow companies to amend EMI option agreements to include a sale on a PISCES platform as an exercisable event.

Draft legislation (https://www.gov.uk/government/publications/private-intermittent-securities-and-capital-exchange-system-pisces-tax-implications) was published on 21 July 2025, and updated legislation will be in Finance Bill 2025-26 when it is laid before Parliament. These draft provisions are subject to change by Parliament and so should not be considered as final until Royal Assent of Finance Bill 2025-26.

In accordance with the draft legislation announced at Autumn Budget 2025, it is permissible for an EMI option granted before 6 April 2028 to be amended at any time on or after 15 May 2025, in order to allow exercise on a PISCES.

The sole effect of such an amendment must be that, in the event that the shares subject to the option are or become PISCES shares, the option may be exercised, provided that the sale of the shares on a PISCES is completed as soon as is reasonably practicable.

What is reasonably practicable will depend on the individual circumstances. If it is known that the shares will be sold under the PISCES arrangement and the sale is subsequently completed, the legislative requirement will be met.

The legislation does not provide for any other amendments to be made, such as changing the minimum price or trading size for another exercisable event.

The PISCES amendment must be made either through:

· a variation through a written agreement with the option holder, or

· a variation notified to the option holder in writing (where the terms of the option agreement allow this).

Amendments of existing EMI options to allow exercise on a PISCES will be treated as if they were included in the option agreement at the original time of grant, provided that the variation is undertaken in accordance with the legislation.

As a result, this will not be treated as a change to the fundamental terms of the option and will not cause the loss of associated tax advantages.

It would be permissible for performance conditions to be attached to the PISCES amendment. Companies may also accelerate the vesting of non-time based options exercisable on a PISCES trading event, provided that the option agreement allows the company to do so.

The legislation applies only to EMI options granted before 6 April 2028. For options granted on or after that date, if the company wishes to include PISCES as an exercisable event, this must be specified at the time of grant.

Accordingly, for such options:

· The option agreement should state from the outset that PISCES is an exercisable event, in the same way as any other event

· It will not be possible to rely on the legislation to amend the option later to include PISCES. Attempting to do so would constitute a change to the fundamental terms of the option.

Please see PISCES technical note (https://www.gov.uk/government/publications/tax-implications-for-companies-and-employees-in-relation-to-employees-trading-their-shares-on-pisces/technical-note-tax-implications-for-companies-and-employees-in-relation-to-employees-trading-their-shares-on-pisces) for further information.