On 10 June 2025, the Financial Conduct Authority (“FCA”) published Policy Statement PS25/6 with its final rules for operating a Private Intermittent Securities and Capital Exchange System (“PISCES”).
PISCES is a new form of share trading platform designed to enable secondary trading in private company shares through intermittent (i.e., occasional, time-limited) trading events. Under these rules, private companies may select the frequency and conditions under which trading may occur, including restrictions on price parameters and the types of buyers or sellers permitted to participate.
HM Treasury and the FCA intend the “private-plus” model to encourage innovation in private markets and support a broader range of investors seeking exposure to growth-stage businesses without necessarily meeting full public-market standards. PISCES could also operate as a stepping stone for companies that aim for listed status in future.
This new option will be of interest to a wide variety of stakeholders:
- existing traditional market infrastructure operators may wish to offer a PISCES alongside other trading venue offerings;
- new entrants such as crowdfunders and fintechs who may see PISCES as a useful offering for smaller companies seeking liquidity in their shares;
- intermediaries such as brokers and wealth managers who may wish to offer access to PISCES to their clients;
- private companies with interest in rationalising cap tables or generating liquidity for shareholders (including employees where they operate employee share arrangements); and
- investors or potential investors in private companies, such as VCs or private equity firms, seeking investment and exit opportunities.
The development of a PISCES regime has been ongoing for a number of years. The FCA’s final rules are the final piece of the puzzle, following the Treasury having finalised the legislative framework for PISCES in May 2025. Generally speaking, over the course of this process both the Treasury and FCA have liberalised the proposed rules for PISCES, which could make it a more attractive option.
We have summarised the key outcomes of the rules below.
Disclosure obligations
PISCES platform operators must ensure that companies using their venue have in place robust arrangements for disclosing information. These arrangements must include a mandatory PISCES core disclosure to be provided before any trading event.
The core information should include, in summary:
- a business overview;
- a management overview;
- financial information (including significant changes since the last balance sheet date);
- information on capital structure, ownership, shares and rights in the company;
- information on any employee share scheme;
- information about directors’ transactions and trading intentions;
- overview of material contracts or agreements (excluding those in the ordinary course of business);
- key material risk factors;
- information on major shareholders / controllers;
- details of any price parameters set by the private company;
- information on commitments to hold future trading events;
- price and volume of any prior PISCES trading event; and
- information about certain related party transactions.
PISCES operators may optionally allow for legitimate omissions from these disclosures (e.g. if it would prejudice the company’s legitimate interests).
Companies are not otherwise required to replicate the full disclosures expected of public market issuers. The FCA’s approach recognises that private markets often support a diverse range of business models and capital structures.
The rules also provide for less prescriptive additional disclosures to suit the needs of different private companies and their potential investors. Exactly how this should work has been left to PISCES operators, though the FCA expects operators’ arrangements to be robust and proportionate. These may include “ask-models” or “sweepers”, and these must be explained in the operator’s application to the FCA.
PISCES operators must provide appropriate processes for supplying updated or corrected disclosures if a company becomes aware of material changes to information during a trading window.
Trading events
Under the new framework, PISCES companies have wide latitude to determine the timing of a share trading window and its conditions. The event may, for instance, be organised annually or occur on an ad hoc basis. PISCES operators will also be able to allow companies to set “price parameters” for trading events. Where a company chooses to restrict investor participation, commonly referred to as running a “permissioned trading event”, the rules require that such restrictions be justifiable and non-discriminatory. Existing shareholders generally should not be unfairly excluded from selling their shares, though restrictions on particular categories of buyers are permissible if consistent with the company’s legitimate commercial objectives (e.g., limiting participation to a specific pool of strategic or employee investors).
PISCES operators have powers to postpone, suspend, or terminate trading events if they identify serious rule breaches or if it has concerns about the platform’s orderly functioning. In deciding whether to take such an intervention, the operator should weigh the potential impact on existing shareholders as well as on prospective new investors.
Since PISCES will not be trading venues under UK MiFIR when operated under the PISCES sandbox regulations, the UK MiFIR transparency requirements for shares traded on a trading venue will not apply. The FCA has instead set out a bespoke regime for trade transparency.
Market integrity and manipulation
Given that PISCES will not have a civil or criminal insider dealing regime, and UK MAR will not apply directly, investors should acknowledge that some participants may have more information than others, and PISCES operators are responsible for monitoring, investigating and acting against manipulative trading on their PISCES.
The FCA has set minimum expectations via their rules and guidance, including that monitoring arrangements should be proportionate to the size, scale and complexity of the PISCES. The FCA will keep market manipulation risks under review as the regime develops.
The FCA also expects PISCES operators to have arrangements to monitor compliance with their disclosure rules and report any misleading statements to the FCA.
It is worth noting that the criminal market manipulation regime will still apply and be overseen by the FCA, and existing market abuse notification and record keeping requirements have been adapted for PISCES to support this.
Financial intermediaries active on a PISCES are bound by existing obligations to counter financial crime and uphold market integrity. In addition, the FCA may modify or revoke a PISCES approval notice if it determines that a PISCES operator is acting in a way that is inconsistent with the sandbox requirements or that presents unacceptable risks to investors.
Investor protection and promotion
To buy a PISCES share, individuals must generally qualify as a “specified PISCES investor”, and intermediaries are essentially required to verify clients fall into this category. Specified PISCES investors include:
- professional clients;
- high net worth individuals;
- high net worth companies and unincorporated associations;
- sophisticated investors;
- self-certified sophisticated investors;
- trustees of employee share schemes of the PISCES company; and
- trustees of share incentive plans of the PISCES company.
Although PISCES seeks to facilitate private market transactions, the FCA has introduced conduct rules intended to mitigate the known risks of high-risk, illiquid investments. These are similar to existing rules that apply when promoting high risk investments to retail clients. These include banning incentives to invest, requiring certain risk warnings, establishing the eligibility of retail investors and providing for cooling off periods.
The FCA has noted that, under the new Financial Promotion Order exemption for PISCES (and existing exemptions), certain disclosures made through a PISCES operator’s platform may be exempt from the usual financial promotion rules in the FCA Handbook. This can result in a risk that ineligible investors might be exposed to promotional content and, inappropriately, self-certify as sophisticated. Firms admitted to the sandbox must therefore outline how they intend to address and mitigate this risk.
Next steps
The FCA sandbox is open, and the FCA expects shares will likely be traded later in 2025. The intention of the sandbox is to test the design before finalising a permanent regime in 2030 (when the current, temporary, regime expires).
Operators intending to run a PISCES are encouraged to engage with the FCA’s pre-application and application support services, where they can discuss the potential trading model, risk assessment, and rulebooks.
Companies, intermediaries and investors, with interest in PISCES, will have to wait and see what PISCES are available after approval by the FCA. But in the meantime can assess the regime (for instance, assessing the required company disclosures, or the rules applying to intermediaries) to prepare.
If you have any questions regarding the PISCES regime, reach out to the key contacts listed for this note.
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