Regulations establishing the legal framework for an innovative new form of UK trading venue – the Private Intermittent Securities and Capital Exchange System (PISCES) – came into force on 5 June 2025. PISCES will facilitate the secondary trading of shares in private companies.
Now that the Financial Conduct Authority (FCA) has published the final rules governing PISCES platforms, it is anticipated that trading within the PISCES regulatory “sandbox” (which opened on 10 June 2025) will begin later this year.
PISCES forms a key part of the Government’s strategy to reinvigorate UK capital markets and drive growth and competitiveness in the financial services sector. It is intended to increase the liquidity of shares of participating companies, give investors easier access to growth companies, and offer additional opportunities for investors (including employee shareholders) to realise their investments.
What is PISCES?
PISCES provides a new regulatory framework for the intermittent secondary trading of shares in unquoted companies. It is not a trading venue in itself, but eligible firms are able to apply to the Financial Conduct Authority (FCA) to operate a trading platform within the PISCES framework.
Approved PISCES operators must publish their PISCES approval notice (PAN) on their website, and the FCA will also publish and maintain a list of all approved PISCES operators on its website.
Although PISCES platforms must allow for multilateral trading, they do not fall within any of the current categories of regulated trading venue. Instead, they form a new standalone category that combines elements from the public markets, such as multilateral trading, with elements from the private markets, such as greater discretion for private companies over the trading of their shares.
As PISCES is subject to its own bespoke and proportionate regulatory regime, it is being developed using a financial markets infrastructure “sandbox”. The sandbox environment will allow the regulatory framework to be tested during a trial period, before becoming permanent.
The FCA is responsible for operating and supervising the PISCES sandbox and has rule-making powers over persons participating in the sandbox. The FCA’s “PISCES Sourcebook” was published on 10 June 2025, with the PISCES sandbox opening on the same date. The sandbox is scheduled to run until June 2030.
Although the FCA’s rules set out a framework for the operation of a PISCES platform, much of the detail is left to operator discretion. This means that the specific rules that apply to participating companies are likely to vary between individual PISCES platforms.
Why is PISCES being developed?
Under current UK legislation, there are limited options for the shareholders of unquoted companies to sell their shares and there is no practicable mechanism for private companies to have their shares admitted to trading on a multilateral system. As a result, a key challenge for private companies is that, at early stages in their growth, there are no standardised ways for shareholders to realise their gains or to provide early investors with an exit route. It is also harder for investors to access companies that are not yet operating on public markets.
PISCES should help to bridge the gap between private and public markets by providing a standardised, but more lightly regulated, mechanism for shareholders of private companies to sell their shares. It is hoped that participation on PISCES will:
- help companies to scale up and grow;
- help shareholders (including employee shareholders) to realise their gains;
- provide an opportunity to companies to rationalise their shareholder base by providing an exit route; and
- provide better access for investors to companies that are not yet operating on public markets whilst ensuring that those investors benefit from greater transparency and efficiency than would be available in private markets.
Which companies can use PISCES?
PISCES allows the trading of existing shares in any company whose shares are not already admitted to trading on a public market (whether in the UK or overseas). That includes both UK-incorporated private and public limited companies, as well as overseas companies.
Individual operators of PISCES platforms may, however, choose to impose their own requirements as a condition of admission, and this could limit the companies that are eligible to join a particular PISCES platform. These admission requirements could include, for example, minimum corporate governance standards.
Which shares can be traded on PISCES?
PISCES platforms will operate as secondary markets and so will facilitate the trading of existing shares. They will not be used to facilitate capital raising through the issuance of new shares.
To be eligible for trading within PISCES, shares cannot be admitted to trading elsewhere and the expectation is that they will be free of restrictions affecting transfer at the time of a PISCES trading event. This will be to ensure fair, orderly and efficient trading. The trading of multiple share classes issued by a participating company will be permitted and companies will be able to elect to have only certain classes of shares traded on a PISCES platform (subject to any shareholder agreement and the rules of individual platform operators).
Participating companies will not be permitted to carry out share buybacks on a PISCES platform.
Who can trade on PISCES?
All shareholders of eligible companies (including employees) will be able to sell their shares via PISCES. New restrictions on an existing investor selling their shares for the purposes of a PISCES trading event may not be imposed. Investors may, however, be restricted from participating in a trading event where they are an employee of the PISCES company and already subject to contractual obligations that limit their ability to sell the company’s shares.
The current sandbox rules also impose restrictions on the categories of investors that can buy shares on PISCES. Institutional and professional investors will be able to invest, with some categories of retail investor also being able to participate. These include:
- certified and self-certified sophisticated investors;
- high net worth individuals; and
- in relation to a particular PISCES company, “qualifying individuals” (including employees and consultants of that company or a company in its immediate group).
Individual PISCES operators may also allow participating companies to impose restrictions on who can buy their shares. Broadly, restrictions will be allowed where this serves to promote or protect the legitimate commercial interests of the company.
The FCA’s rules assume that retail investors will buy or sell shares via an intermediary, rather than interacting directly with the PISCES operator. Part of an intermediary’s role in relation to PISCES will be to establish that a retail investor is eligible to invest, and to assess that an investment in a PISCES share is appropriate for the particular investor.
How will intermittent trading work?
Trading on PISCES will occur during trading windows which are set by the participating companies (but subject to operator rules and market conditions). These trading windows could be weekly, monthly or quarterly for example, and there will also be flexibility as regards the duration of each window.
PISCES operators may also allow companies to set floor and/or ceiling prices for their PISCES shares (“price parameters”). The core disclosure information from PISCES companies (see below) must include details of any such price parameters, including whether they were put into place with the agreement of another person (e.g. a key investor).
The PISCES operator or the company can also set a minimum or maximum execution size for a particular trading window. If those thresholds are not met, then the trading window can be extended, or the trading event will fail.
PISCES operators will have discretion as to whether they require a PISCES company to have its shares in a dematerialised format (as opposed to maintaining physical share certificates).
What disclosures will PISCES participating companies need to make?
PISCES companies will be subject to a bespoke disclosure regime.
In contrast to public markets, participating companies will not be required to disclose information to the general public. Instead, PISCES operators must establish a “private perimeter” so that company disclosures and pre- and post-trade data, are made available in a secure environment to all eligible investors participating on the relevant platform.
Each PISCES operator will have to set rules that require PISCES companies to disclose certain core information before a PISCES trading event. That core information includes (amongst other things):
- Business overview and management overview: including a description of the corporate and organisational structure of the PISCES company and details of directors and senior management.
- Financial information: including three years of statements (or, if shorter, for as long as the company has existed).
- Information on capital structure, ownership and rights: including provisions in articles and any material shareholder agreement.
- Material risks: including risk factors specific to the PISCES company and its shares. In addition, the PISCES operator is required to ensure that all disclosures disseminated through its platform are accompanied by a prominently displayed risk warning.
- Price parameters: information on the floor and ceiling price used to establish a price for the relevant shares during the trading window (if any).
- Trading permission restrictions: information on any restrictions set by the participating company on the types of investors that may buy shares during the trading window.
PISCES operators must also have arrangements in place to facilitate the disclosure of additional information where appropriate. This is based on an overarching requirement for PISCES operators to ensure their disclosure arrangements are appropriate for the efficient and effective functioning of their market.
What about market abuse?
The UK civil market abuse regime will not apply directly to shares traded on a PISCES platform, meaning that participating companies will not be subject to an “inside information” disclosure obligation. The fact that UK Market Abuse Regulation (MAR) does not apply will be highlighted in the risk warning that PISCES operators are required to include as part of any disclosure information they disseminate on their platform.
PISCES will also have no civil or criminal insider dealing regime, but the criminal offences of misleading statements and misleading impressions (section 89 and 90, Financial Services Act 2012) will apply to PISCES.
PISCES operators will be required to put in place rules and measures to mitigate the risk of manipulative trading practices and will be responsible for overseeing their markets, including taking disciplinary action where appropriate.
Next steps
The PISCES sandbox is now open, and PISCES operators can submit an application to the FCA for a PISCES approval notice. It is expected that PISCES trading events will commence later this year.
The sandbox will allow the FCA to test the PISCES regulatory environment before a permanent regime is finalised in 2030.