PISCES: private secondary markets

PISCES (Private Intermittent Securities and Capital Exchange System) is a new type of FCA-regulated share trading platform that allows buyers and sellers of shares in private companies to trade during scheduled, intermittent trading windows.

It's NOT a stock market listing. It sits in the middle ground, giving private companies a structured, government-backed way to create liquidity for their shareholders without going public.

PISCES is currently operating as a sandbox. This will run for up to five years, during which the Treasury will assess its effectiveness before any permanent legislation is introduced. The first trading events are expected to follow as FCA-authorised operators receive approval.

PISCES is designed for private companies, typically growth-stage businesses that want to offer shareholders a route to liquidity without pursuing an IPO or a full sale.

Companies retain significant control: they can decide when trading events take place, who is allowed to buy their shares, and what information is disclosed and to whom.

Significant control. You can determine the timing of trading events, set price parameters, screen or restrict buyers, and decide what additional information to provide beyond the core disclosures.

No new shares are issued through PISCES, so your equity structure is not diluted. You can also engage an "ask model", where investors submit specific information requests, rather than making broader voluntary disclosures.

Trading happens through an FCA-authorised platform operator, typically using an auction mechanism.

Operators publish the price at which trades would be matched and the volume of potentially executable trades, supporting price discovery.

Events are intermittent rather than continuous, and companies can restrict which investors are permitted to participate, for example to protect their cap table or exclude competitors.

Not necessarily, but it's worth thinking about carefully.

PISCES uses an auction mechanism to help establish a market price, so there's no formal valuation requirement. 

However, past PISCES trades may be used by HMRC as evidence of share value, which could have implications for any existing share schemes.

If you run an EMI or CSOP scheme, it is worth ensuring your valuations are up to date before participating in a trading event.

If in doubt, seek professional advice.

Trading takes place through an FCA-authorised platform operator during scheduled windows rather than continuously.

The typical mechanism is an auction, where the operator publishes the matched price and volume of executable trades. Only existing shares can be sold, no new shares are issued.

Companies can set price parameters and restrict which investors can participate, and trades are placed through regulated intermediaries rather than directly with the platform.

PISCES is not open to the general public.

Buyers must qualify as a "specified PISCES investor", which covers professional clients, high-net-worth individuals and companies, sophisticated investors, and trustees or employees of the relevant company's share schemes.

On the sell side, founders, early investors and employees with existing shareholdings can all sell shares through a trading event.

Companies must share a core set of disclosures with all participating investors ahead of each trading event. This is deliberately lighter than a public market prospectus, with no requirement to include sustainability data or financial forecasts.

Commercially sensitive information can be omitted in exceptional circumstances, provided the omission is flagged and explained. Disclosures are only visible to event participants and are not made public.

Trades executed through PISCES are exempt from the 0.5% stamp duty that normally applies to private share transfers in the UK, which is a direct cost saving for buyers.

Beyond this, the tax treatment of any gains will depend on individual circumstances, including how shares were originally acquired, for example, through an EMI or CSOP scheme. You should seek independent tax advice.

Several. Access is restricted to eligible investors only, so general retail investors cannot participate. Disclosures must be shared with all participants simultaneously and in advance of trading.

The criminal market abuse regime under the Financial Services Act 2012 applies, and both the Financial Ombudsman Service and FSCS protections are in place.

New retail clients also benefit from a 24-hour cooling-off period, and intermediaries must ensure investments are appropriate for the client before promoting or distributing PISCES shares.