PISCES: a new future for capital markets

Posted: 29/07/2025

The Financial Conduct Authority (FCA) has published its final rules to support the launch of the Private Intermittent Securities and Capital Exchange System (PISCES). This innovative, regulated platform will enable intermittent trading in private company shares within a controlled environment. PISCES blends features from both capital markets - like multilateral trading - and private markets intending to offer companies more discretion over public disclosures.

PISCES aims to bridge the gap between private companies and public markets. By improving access to liquidity, the government's aim is to support private companies in scaling and strengthening the UK’s IPO pipeline.

Background

The initiative builds on broader capital markets reforms following on from the publication of Lord Hill’s 2021 UK Listing Review which called for major changes to the UK’s legal and regulatory framework to ensure the City remained a leading global financial centre and a driver of business growth post-Brexit. Since then, stakeholders have collaborated to develop PISCES as part of a wider effort to energise market activity.

Key features

Eligibility
PISCES will be open to companies whose shares are not listed on public markets in the UK or abroad. This includes UK-incorporated private and public limited companies as well as overseas companies. There will be no minimum or maximum market capitalisation requirements. The platform allows existing shareholders in unquoted companies to realise value through share sales.

Firms wishing to operate a platform within the PISCES framework must apply to the FCA. Only certain UK entities such as a recognised investment exchange will be eligible. Each PISCES operator can establish its own rules, while companies retain control over investor access. Once on the platform, companies can choose how often to open trading windows, how long they last and how pricing is set.

Participation will be limited to institutional and professional investors such as pension funds and private equity firms, certain categories of retail investor as well as employees, consultants and officers of participant companies.

Existing shares 
PISCES will operate as a secondary market for the trading of existing shares, so will not facilitate capital raising through issuing new shares. The shares will also need to be free of transfer restrictions.

The PISCES transactions will be exempt from stamp duty, reducing the transaction costs for investors. Additionally, employees in participant companies who have been remunerated in shares or options which have been exercised may use the PISCES platform to sell shares subject to the rules of the relevant incentive scheme.

Sandbox
Trading is expected to begin later this year, with the London Stock Exchange primed to be one of the first PISCES platform operators.

PISCES will be subject to a regulatory sandbox for five years. This trial phase, overseen by the FCA, will temporarily relax securities regulations and modify the Companies Act 2006 to allow intermittent trading, for example. This setup ensures that private companies can participate while the framework is tested.

Disclosure
The FCA will supervise PISCES and  has included in its final rules a tailored disclosure regime. Each PISCES operator is required to ensure that its disclosure requirements allow for the effective functioning of its market, including a requirement that companies disclose a set of limited core information. Operators are not required to approve individual company disclosures or assess their reasonableness or accuracy. 

The listed company market abuse regime will not apply to companies on PISCES. Companies will also be able to ring-fence certain disclosures to participating investors only. While PISCES will not impose new corporate governance requirements, individual platform operators may require minimum governance standards as a condition to admission.

Comment

While the impact remains to be seen, PISCES is a welcome response to the trend of UK companies staying private for longer, meaning there is demand for investors to be able to trade shares in private companies and realise their gains. As it is intended to provide late-stage liquidity, it will be of particular interest to profit-making companies who have completed their Series A and B rounds but are not currently looking for an IPO or exit. 

By improving late-stage financing options, it may also encourage companies to defer public listings until they are ready thus ultimately facilitating strong IPOs and incentivising high-growth UK companies to stay and scale in the UK.

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