What is a PISCES private stock exchange platform?
PISCES (the Private Intermittent Securities and Capital Exchange System) is the UK’s new, Financial Conduct Authority-supervised framework that lets private companies run time‑limited trading events in their existing shares, without going public. This guide looks at the benefits and why businesses should take notice of the radical change to market infrastructure, investment and liquidity.
PISCES is designed for secondary trades only (no new capital raising or buy‑backs) and is aimed primarily at professional and high‑net‑worth investors, plus certain employees. Transfers executed within a PISCES trading event are exempt from Stamp Duty and SDRT. This guide will look at why PISCES is an important development for public organisations and what the benefits are in using the platform.
PISCES is designed to provide organisations with the opportunity to create platforms that will make it easier to release liquidity without the free-for-all nature of a public stock exchange. On PISCES markets, trading windows will be open for a fixed length of time and will allow selected traders to invest in the business within a regulated environment.
PISCES is, unusually, only open to private businesses, as long as they have not publicly traded either in the UK or abroad. Providing a unique opportunity to find extra investment without requiring an IPO and a complete change in ownership structure.
What is the current status of PISCES trading platforms?
The FCA has begun approving operators: on 26 August 2025, the London Stock Exchange was cleared to run a PISCES platform. The legal basis took effect on 5 June 2025, and the FCA’s final rules were published on 10 June 2025; the regime will run in a sandbox until June 2030. More operators are expected as the sandbox scales, for example, JP Jenkins, a long‑standing UK venue for unlisted share liquidity.
What are the benefits of utilising a PISCES private stock exchange for organisations?
There is a potential wealth of benefits to organisations if PISCES receives the right level of support and backing from other investment operators. The level of control for businesses is much greater than public trading as they can set the pricing parameters, the timing of the trading window and the frequency of trades in the platform, before opening the market.
Trading with PISCES, although controlled, is less regulated than public exchanges, which means there is a lighter burden of cost for each trade and reduced friction in gaining investment.
Trading within PISCES is Stamp Duty/SDRT free, and EMI/CSOP options can be amended so that a PISCES sale retains tax advantages on top of the other benefits above.
For investors, PISCES means that there is now a way to access private companies that were previously closed to them. Private organisations should look at this as a significant opportunity, as the combination of close control with greater investment exposure should lead to a boon in liquidity potential. It avoids the need for costly and time-consuming IPOs and means business owners retain control even after investment has been achieved.
If you want to know more about the benefits of private trading platforms, then please speak to our team.
Who can use a PISCES platform?
The FCA has listed three different stakeholder groups who can utilise a PISCES private stock exchange:
- Investors:
Investors can include self-certified and sophisticated investors with a history of investing in other areas or on other platforms. They can be high-net-worth individuals with access to their own capital to back investment, and they can be institutional investors, or large organisations investing on behalf of pension funds, etc.
- Employees:
Organisations can deploy PISCES trading platforms as a way to engage and run employee share schemes, without needing to expose the business to public trading. Employees can then buy shares in the company they work for and sell any existing shares during allotted windows. This differs from a scheme such as LTIPs, where organisations are encouraging long-term commitment from senior leaders within the business by providing a long-term incentive plan in addition to their salary.
- Companies:
For a company to be eligible to trade on a PISCES trading platform, it must not have previously traded on another trading venue or a trading system external to the UK. However, once confirmed, a company can then provide their shares for purchase by the groups listed above.
Companies should note that when trading occurs, the proceeds from secondary trades on the platform will not be received by the company but by the existing shareholders who have chosen to sell. This is especially pertinent if an organisation decides to open a trading window after a poor run of results (often leading to a requirement for increased liquidity), as they may find employees decide to sell and drive the price of newly released shares down.
What are the criteria for trading on a PISCES private trading platform?
Using the LSE’s PISCES framework as a guide, organisations must meet the following conditions to be eligible to trade:
- Completion of fundraising of a minimum of £10 million within the previous 3 years
- Total assets of £20m based on the latest financial statements
- Annual revenue of at least £10m based on the last period of financial reports
It will be interesting to see, as more operators adopt the PISCES platform, whether this criterion softens across the industry as a whole.
If you would like to find out if you are eligible to trade using PISCES, then speak to our team, and we would be delighted to help.
Will PISCES trading transform private investment?
The success of PISCES and the benefits to private organisations will depend on whether other operators adopt the platform, and if investors see the significant benefits of accessing private businesses quickly. The Private Intermittent Securities and Capital Exchange System could be a transformative development for the growth of private companies, as well as providing a way for organisations to remain private for longer while still accessing liquidity.
Organisations should invest time and research the potential avenues this new private trading system could provide. If you need more advice, then speak to MSP.
How can MSP Company Secretarial and Share Registrars help?
From a Company Secretarial perspective
- PISCES readiness: review Articles/shareholder agreements (CREST enablement, transfer restrictions, pre‑emption, leaver provisions) and board authorities to ensure shares are freely transferable and fit for intermittent trading. Draft any required resolutions and shareholder communications.
- Disclosure pack: assemble the operator’s core disclosures (business overview, recent financials, key risks, and major shareholders at the 25% threshold) and set an update cadence for each trading window.
- Dealing governance: implement a Dealing Code and clearance process for directors/employees around trading windows; train insiders/participants and map responsibilities vs brokers/operators. Check compliance against regulatory frameworks.
- Options & employee liquidity: amend EMI/CSOP plan docs so a PISCES sale is an exercisable event; coordinate board approvals and employee communications.
- Operator engagement: manage the end‑to‑end admission process with PISCES operator, align with platform rules, and minute board decisions.
From a Share Registrar perspective
- Register health‑check: reconcile capital, clean registers/cap tables and PSC disclosures ahead of admission; ensure shareholders have valid share certificates; prepare for higher transfer volumes during windows.
- Settlement setup: where the operator uses electronic settlement, arranges any identifiers and plumbing (e.g., ISIN/LEI, CREST dematerialisation via appropriate brokers) and agree event workflows and cut‑
- Trading‑event operations: run pre‑event notices, handle investor eligibility confirmations routed via brokers, process transfers and apply the Stamp Duty/SDRT exemption, then deliver swift post‑event register updates and confirmations.
- Shareholder engagement: draft FAQs, employee briefings and timetable notices; coordinate with PISCES operator on auction windows and post‑trade reporting.
Contact Us
Ready to explore PISCES? Contact us here for further details on how we can support your readiness for PISCES.
Private Intermittent Securities and Capital Exchange System: Frequently Asked Questions
How are disclosure requirements in PISCES different or lighter than in public markets, and what are the risks?
- PISCES uses a lean ‘core disclosure’ list tailored for intermittent secondary trading windows rather than continuous public‑market disclosure. Operators, such as JP Jenkins, must require a core pack (business overview, management, recent financials, key risks, capital/rights, director dealings in the last 12 months, major holders, etc.) published ahead of each window.
- Compared with public markets:
- Forward‑looking forecasts/strategy are not mandatory
- Sustainability disclosures are not mandated as core.
- Litigation is not a separate core item (but must be disclosed if material).
- ‘Major shareholders’ are identified at 25%+ (operators can set a lower threshold), instead of the 3% regime seen on public markets.
- Companies may, in limited circumstances, omit specific items with a brief legitimate explanation, and may use “negative statements” where an item is not relevant.
- There is pre‑ and post‑trade transparency during a trading event, but—unlike public markets—there is no continuous disclosure regime between events and no transaction‑reporting requirement under MiFIR for PISCES trades.
- Market conduct: shares admitted to a PISCES are not automatically within the scope of the Market Abuse Regulation; instead, operators must monitor and report suspected misleading statements or impressions under the Financial Services Act 2012 and enforce their own rulebooks.
- Key risks for investors and issuers include: less continuous transparency than on public markets; potential information asymmetries around trading windows; reliance on operator rules and company processes; and the possibility that disclosures are legitimately limited or omitted (with reasons) in some cases.
How strictly will PISCES investor eligibility be enforced?
- Eligibility is set in legislation: only ‘specified PISCES investors’ (e.g., professional clients; high‑net‑worth and sophisticated investors, including self‑certified; certain employee‑scheme trustees; and qualifying individuals) can buy in a PISCES trading event.
- Firms placing orders must establish a retail client’s eligibility before distributing a PISCES share; they must not place a buy order unless the client qualifies or the firm reasonably believes they will qualify immediately before execution.
- There is an appropriateness assessment for first‑time retail buyers in a firm relationship, plus a 24‑hour cooling‑off period before their first PISCES purchase via that firm.
- Operators (and their registered intermediaries) are expected to build eligibility checks into onboarding and event workflows, and they can discipline or exclude non‑compliant participants under their rules.
- Public marketing remains restricted: core disclosures are aimed at eligible investors, and financial promotion rules are modified to avoid general solicitation to the public.
What are the limitations of Private Intermittent Securities and Capital Exchange System Sandbox format until 2030, and what do organisations need to be aware of?
- PISCES operates under a time‑limited sandbox expected to run until 2030; it is not yet a permanent regime. The government will decide whether to make it permanent. Companies should plan on the basis that access to this venue could cease if the sandbox ends.
- Trading is intermittent and not guaranteed to repeat; liquidity concentrates in scheduled windows/auctions. Companies must give investors sufficient time before each event to review disclosures and ask questions.
- PISCES platforms are not treated as trading venues under MiFIR while in the sandbox. That means modified transparency and reporting expectations compared with regulated markets/MTFs.
- Market‑abuse rules do not automatically apply by virtue of PISCES admission; instead, operators must monitor for misleading statements or impressions and report suspected misconduct, and firms must manage conflicts and dealing governance.
- Investor base is deliberately limited to specified categories; broad retail access and mass‑marketing are out of scope. Internal governance (dealing codes, insider lists, employee comms) should be adapted to time‑boxed trading.
- PISCES is designed for secondary share liquidity (not primary capital raising). Companies seeking to raise new capital should plan separate processes for offers/placements alongside or outside PISCES.
- Tax: transfers executed in connection with a PISCES trading event benefit from the stamp duty/SDRT exemption when the statutory conditions are met.
- Operationally, issuers will rely on operator rulebooks and their registrar/broker plumbing for settlement and record‑keeping; ensure data rooms and disclosure packs can be reused and kept accessible for at least five years for subsequent events.
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Digitisation Taskforce – Modernising the UK Shareholding Framework