Private Intermittent Securities and Capital Exchange System (PISCES) – a new trading platform for private companies to trade in shares

On 15 May 2025, the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 was published which comes into force on 5 June 2025. This establishes the new Private Intermittent Securities and Capital Exchange System (PISCES), a new regulated securities trading platform for private companies, wherever incorporated, as long as their shares have not been admitted to trading on an exchange.

The Financial Conduct Authority (FCA) is due to publish the rules for the operation of PISCES, the PISCES Sourcebook. PISCES is expected to operate initially for a period of five years. While no date has yet been stated when PISCES will go live, it is anticipated that the regime would be operational around autumn this year.

Main features of PISCES   

The PISCES platform can be operated by firms that have been approved by the FCA. To be eligible, firms must be established in the UK and either be a recognised investment exchange or be authorised under the Financial Services and Markets Act 2000.

The following type of investors can use the PISCES platform:

• Certain sophisticated, high net worth investors and institutional investors
• In relation to a particular company, employees, directors, officers and those providing consulting and managerial services
• Trustees of employee share plans and share incentive plans
• PISCES companies and financial intermediaries

There will not be an obligation on PISCES operators to market their platform to all types of eligible investors. Participant companies can impose restrictions as to who can buy their shares.

Platform operators will have the choice to determine their individual operating model provided that the main requirements are met, which include:

• The platform can be operated only as a secondary market and not a market for raising capital by the issue of new shares
• Only intermittent trading is permissible, i.e. occasional, not frequent and for a limited duration
• The platform must allow multiple trading on a non-discriminatory basis
• A company whose shares are being traded will have discretion on one or more of the following:
  • when their shares may be traded;
  • who can buy the shares;
  • price parameters; and
  • information disclosure
• Operators must implement a transparent regime.

The UK Market Abuse regulations will not apply to shares being traded on PISCES. Instead, companies are required to disclose a certain determined core information to investors participating in PISCES trading events. This information includes details about the company, its financial situation, and the trading event itself. PISCES operators have an overarching duty to ensure appropriate disclosure arrangements are in place.

Impact on employee share schemes

In line with a technical note on the tax implications for companies and employees when a company has shares traded on the PISCES, published by HMRC along with the 2025 Spring Statement, (click here for our April article ),  the government has announced it will introduce legislation allowing options granted under existing tax-favoured enterprise management incentive (EMI) and company share option plan (CSOP) plans to be amended to include PISCES trading events as valid exercise triggers without losing their valuable tax benefits.

Unless permitted by legislation, an amendment to the existing ‘exit only’ EMI and CSOP schemes for earlier exercise would have deprived the option holders of the tax benefits normally provided by these two share plans.

PISCES transactions will be exempt from stamp duty and stamp duty reserve tax, as announced in the Spring budget.

PISCES will provide liquidity in the shares before an ‘exit’ and the ability for employees to exercise their options prior to a full ‘exit’ should provide incentives and rewards to employees, which should be welcome news to growth companies.

Our comments

The establishment of the PISCES platform as a new ‘exchange’ for the trading of shares in private companies is welcome news for private companies as it will provide liquidity in the shares on an intermittent basis. The introduction of legislation to allow existing CSOP and EMI Option holders to exercise their existing options and sell their resulting shares on PISCES whilst retaining the relevant tax advantages, thereby aligning their interests with the other shareholders, should be greatly welcomed by private companies, in general.

For further information, please contact JD Ghosh or Stuart James or Paul Norris.

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