PISCES: a new UK pathway for private company liquidity

The Private Intermittent Securities and Capital Exchange System (PISCES) is a new type of regulated share trading platform that will enable private companies to offer periodic liquidity to their shareholders while maintaining private status. For companies, the result is a "private-plus" concept that offers certain public market benefits without the full regulatory burden.

Unlike the public market, PISCES platforms will operate as a secondary market, meaning it facilitates only the sale of existing shares and does not provide a venue for primary capital raising through new share issuance.

Designed in collaboration between regulators, government and market participants, PISCES is intended to appeal to growth companies that wish to provide an exit event for investors, prior to a public listing or sale. A PISCES platform is also expected to be of interest to companies with employee shareholders, as a market for employees to trade shares.

How will PISCES work?

PISCES is open to any company whose shares are not admitted to trading on a public market (in the UK or abroad). This includes UK private and unlisted public limited companies and overseas companies.

Only institutional investors, employees of participating companies and investors who can meet the definition of high-net-worth individuals and self-certified or certified sophisticated investors will be able to buy shares on PISCES. It will not be open to retail investors, in an attempt to mitigate the limited consumer protections and higher risks associated with trading private company shares.

Companies will be able to control when their shares may be traded, who can buy their shares, the floor and ceiling price, and who will get information about the company or any prior share dealing.

The disclosure regime for companies operating on PISCES platforms is notably less onerous than that for public listings. The Financial Conduct Authority (FCA) PISCES rules mandate the disclosure of "core information" including a business and management overview, financial information, capital structure/ownership/rights and share information, information about any employee share scheme, information about directors' transactions, an overview of material contracts and key material risk factors. Beyond that, it will be up to PISCES operators to tailor any additional disclosure arrangements suited to the type and nature of companies and investors on their platform. 

The disclosures must be shared with all investors participating in a PISCES trading event but will not be required to be made public. This approach seeks to streamline the effort taken to undertake due diligence in bilateral private-market transactions, without replicating the disclosure requirements for primary fundraising on public markets. PISCES operators will be expected to monitor compliance with their disclosure rules.

PISCES is also differentiated from the public market in regard to market abuse regulations. The full scope of the market abuse regime will not apply; PISCES will not have a civil or criminal insider dealing regime. Instead, its operators will set their own rules for detecting and preventing manipulative trading practices. As there is no market abuse regime, there will also not be transaction reporting requirements for PISCES.

Furthermore, similar to public growth markets such as AIM, transactions on PISCES platforms are exempt from stamp duty and stamp duty reserve tax, offering a particular appeal to investors.  

Timeline for implementation

The FCA published its final rules for PISCES operators in June 2025 which marked the opening of the regulatory sandbox in which PISCES will operate until June 2030. This sandbox period is designed to allow the effectiveness of the framework to be assessed in a controlled environment. On the conclusion of this period, the Treasury will consider the success of PISCES and whether it should transition into a permanent piece of legislation.

Operators of a PISCES platform need to obtain FCA approval. To date only the London Stock Exchange has been given approval to operate a PISCES platform which it has branded the "Private Securities Market", though it is understood that other approvals are in the pipeline. The rules of the Private Securities Market are expected to be published soon and the first auctions on a PISCES platform are expected by the end of the year.

Osborne Clarke comment

As the sandbox period unfolds and share trading on PISCES platforms commences later this year, significant opportunities will present for both private companies and eligible investors.  

Given the lower reporting and disclosure requirements, trading shares on PISCES will be of particular interest to private companies seeking to broaden investor access without undergoing a full public offering, this is likely to apply to earlier stage companies.

While the majority of retail investors are prohibited from PISCES trading, it is anticipated that sophisticated investors and professional clients will show interest in accessing the new market. PISCES platforms will also be of interest to employees of participating PISCES companies.

This Insight was written with the assistance of Molly Davies, trainee solicitor at Osborne Clarke.