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The UK's 2025 Spring Statement has marked a significant step towards the establishment of the Private Intermittent Securities and Capital Exchange System (PISCES), a novel platform designed to facilitate the secondary trading of private company shares. PISCES is poised to revolutionize the way private companies can participate in share trading, offering intermittent trading windows without involving primary capital raises.
In May 2025, secondary legislation will be laid to implement PISCES, with trading expected to commence later in the year. This timeline reflects the government's efforts to ensure a structured rollout of the platform. HM Treasury conducted a consultation on PISCES from March to April 2024 and published a summary of responses in November 2024, addressing various concerns and questions raised by stakeholders[5].
Understanding the tax implications is crucial for both companies and employees planning to trade shares on PISCES. HMRC has provided guidance on several key issues:
Readily Convertible Assets (RCAs): Shares acquired when trading arrangements exist or are anticipated (even if not guaranteed) are considered RCAs. This means income tax and national insurance contributions will be withheld through PAYE when such shares are acquired[1][4]. If the shares are not RCAs, employees will report income tax via self-assessment.
Stamp Duty Exemption: Transactions on PISCES will be exempt from stamp duty and stamp duty reserve tax, as announced during the Autumn Budget 2024[3].
Tax-Advantaged Options: PISCES trading windows can interact with tax-advantaged share schemes like Enterprise Management Incentives (EMI) and Company Share Option Plans (CSOP). However, exercising these options without losing tax advantages requires explicit terms at the time of grant[4].
The introduction of PISCES is a part of the UK government's broader strategy to support innovation and growth in the financial sector. By providing a platform for private companies to manage and trade shares more effectively, PISCES could:
The PISCES platform represents a significant development in the UK's financial sector, offering a unique opportunity for private companies to engage in share trading. While challenges remain, particularly in navigating tax complexities, the potential benefits could revolutionize how these companies operate and grow. With legislation set to be implemented in May 2025 and trading expected to start later in the year, PISCES is poised to make a lasting impact on the private equity landscape.
