PISCES: Everything you need to know

If you've built a thriving business, chances are your shareholders (or perhaps you yourself) would like to unlock some of that hard-earned value without rushing into an IPO or complex secondary sale.

That's exactly the problem the UK government is trying to solve with PISCES.

Short for Private Intermittent Securities and Capital Exchange System (yes, it's a mouthful), PISCES is a new FCA-backed framework designed to make it easier for private company shares to be bought and sold.

Still in development, the framework has the potential to open up access to capital, provide optional liquidity for founders and employees, and modernise how secondary share sales happen in the UK.

Let's break down what PISCES is, how it works, and what it might mean for your business.

What is PISCES, and why now?

PISCES, developed by the government and the Financial Conduct Authority (FCA), will allow private company shareholders to sell existing shares during scheduled trading windows.

Right now, if you're a shareholder in a private company and want to sell some shares (called a secondary transaction), your options are somewhat limited.

You might need to find your own buyer, negotiate directly, gain company approval, hire lawyers, and wade through mountains of paperwork. 

PISCES creates a robust, government-backed process for secondary transactions, designating scheduled trading windows where employees, founders, and investors can sell shares.

As Economic Secretary to the Treasury, Tulip Siddiq explained:

"PISCES will be an innovative new type of stock market for trading private company shares and is a significant step forward in our reforms to capital markets."

The timing is important. With more companies deciding that staying private suits their strategy better, shareholders still need ways to unlock value. 

PISCES aims to solve this tension, creating liquidity without forcing businesses into public markets or M&As before they're ready.

How PISCES works

PISCES revolves around events that enable shares to be sold on a regulated platform, typically through an auction. Unlike in public markets, trading isn’t continuous, and companies retain plenty of control over sales. 

Here’s how a PISCES trading event will work in practice:

• FCA-authorised operators will host PISCES trading events, and companies can choose to list shares for sale through them.
  
  
• Trading happens at set intervals, such as once or twice a year, not continuously.
  
  
• Only existing shares can be sold; no new shares are issued.
  
  
• Sellers may set price ranges or fixed prices for their shares.
  
  
• Companies retain the ability to screen or restrict buyers (e.g., to protect strategic control or avoid cap table concentration).
  
  
• Participants receive a pack of “core disclosures” – this is standardised information about the company, but far lighter than a full prospectus.
  
  
• Disclosures are only shared with buyers in the event, not made public.

The key is, PISCES is not a listing, and it’s not public, but a middle ground that offers a clear pathway to creating liquidity.

Who can take part?

Participation is limited under the current framework. This isn’t designed for the retail market – and deliberately so. According to the government and the FCA, the following groups will be eligible:

• Institutional investors
• Employees of the company hosting the event
• Certified or self-certified high net-worth and sophisticated investors (as defined under UK financial promotion legislation)

This is intended to balance access with investor protection. It also gives companies more confidence over who ends up on their shareholder register.

The benefits of PISCES for companies

Secondary sales in private companies have always been possible, but they risk being convoluted and political. Many rely on time-consuming, ad-hoc arrangements brokered by lawyers or investors behind the scenes. 

PISCES was devised to flip the script, introducing structure and a light touch of regulation to secondary sales without undermining company control. 

Here are the benefits on the company side:

• Cap table control stays with the company: Businesses decide who can buy in, how much can be sold, and when events take place. You can screen investors, block competitors, and avoid giving any one party too much influence.
  
  
• Liquidity without dilution: No new shares are issued, so ownership stakes aren’t watered down. Companies can support liquidity without raising fresh capital or altering their equity structure.
  
  
• Streamlined disclosures: Unlike going public, PISCES doesn’t require a full prospectus or market-wide publication of financials. Companies must share “core disclosures” with participants, but can omit sensitive details, and nothing needs to be made public.
  
  
• Clear timing and flexibility: Events can be timed around key moments – such as after a funding round or a product launch – to align with company strategy and valuation cycles.
  
  
• Reduced cost and complexity: PISCES runs through FCA-regulated platforms, using standardised documentation and a consistent process. That cuts legal fees, limits negotiation cycles, and avoids bespoke dealmaking.
  
  
• Stamp duty exemption: In the UK, private share transfers normally carry a 0.5% stamp duty – a direct cost to the buyer. PISCES trades are exempt – an incentive to get involved. 

The benefits of PISCES for shareholders

For founders, employees, and early investors, liquidity has traditionally meant waiting for an IPO or sale, or relying on hard-to-negotiate private deals.

PISCES offers a transparent, repeatable alternative. Here’s how shareholders benefit:

• Founder liquidity without an exit: Founders can sell a portion of their shares without raising capital or triggering a full exit, providing personal financial flexibility while staying fully involved in the business.
  
  
• Real outcomes for employees: Equity schemes only motivate people if there’s a clear path to value. PISCES allows employees with shares to sell at scheduled intervals, with visibility over timing, pricing, and disclosures.
  
  
• A route to partial exits for early investors: Investors from early rounds often want to realise some value without waiting years. PISCES lets them sell selectively, rebalance risk, and stay on board for the next stage.

Altogether, PISCES provides a new playbook that puts companies and shareholders in control of when and how liquidity happens without having to go public.

Risks and considerations

PISCES is designed to create more flexibility, but it’s not risk-free.

First, disclosures may be less rigorous than a public listing, but they still require time, preparation, and judgment. Any mismatch between what’s disclosed and what investors expect could lead to poor engagement with the sale, awkward conversations, or valuation friction.

There’s also the question of demand. Just because shares are offered doesn’t guarantee they’ll be bought, especially if pricing is off or if investors are uncertain about the company’s trajectory. 

If a trading event is undersubscribed or doesn’t receive a great reception, it could send an unintended signal to the market or internal stakeholders.

And while companies can vet buyers, they’re still adding new names to the cap table, with all the relationship and governance implications that can bring.

In short, PISCES is a useful tool, but like any equity event, it needs to be well-timed, well-structured, and clearly communicated.

How PISCES and share schemes interact

If you run an employee share scheme, like EMI, CSOP, growth shares, or unapproved options, PISCES will add an extra dimension.

Right now, employees often have limited visibility on how and when they’ll be able to realise value. Even when options are vested, the “exit” might be years away, or totally dependent on a buyer. 

With PISCES, liquidating shares earned through option schemes becomes more structured and predictable, and thus, giving away equity becomes even more powerful. 

However, there are some technical compatibility considerations. 

First, to qualify for tax advantages under EMI or CSOP, any PISCES trading windows usually need to be written into the scheme from the start. Plus, valuation becomes even more important, as past PISCES trades may be used as evidence by HMRC.

This is where having a well-managed, fully compliant scheme matters. If you’re planning to make use of PISCES in the future, your equity setup needs to be clean, accurate, and built with flexibility in mind.

Get ready for PISCES

There’s no shortage of ambition in the startup world, but when it comes to liquidity, options have always been limited. PISCES introduces a pragmatic way forward.

It’s not live yet, but it’s coming in 2025 – and the companies that stand to benefit most will be the ones that are already in excellent shape: solid cap table, up-to-date share records, and total clarity on who owns what.

That’s where Vestd comes in. We’ve helped hundreds of startups and scaleups build equity setups that deliver outstanding value in the real world.

Book a chat with one of our equity specialists today.