PISCES: Sandbox

RECAP

• Private Intermittent Securities and Capital Exchange System (PISCES) Regulations (SI 2025/583) are now in force.
• PISCES is not a stock market; it is a regulatory sandbox for those market participants who want to set up an exchange to do so.
• FCA-regulated PISCES platforms will be designed to trading existing shares as secondary markets only.

Read our previous update on PISCES

WHAT’S CHANGED?

Eligibility:

• Trading shall be limited to institutional, high-net-worth, self-certified sophisticated investors, and company employees and directors.
• Mainstream retail investors are explicitly excluded.

Disclosure:

• The Financial Conduct Authority (FCA) has opted for a pared-back disclosure regime.
• Companies will only need to disclose significant changes in their financial position and can omit acquisitions, details about litigation, financial forecasts, ESG metrics, and major contracts.
• The threshold for identifying major shareholders has increased to 25%.
• UK Market Abuse Regulation will not apply—the FCA has proposed to instead rely on eligibility filtering, information gating, and operator-level controls to manage misconduct risk.

Share transfer taxes:

• Stamp Duty and Stamp Duty Reserve Tax exemptions shall apply.

Operator discretion:

• PISCES platforms shall be able to exercise their discretion by structuring trading events around intermittent windows, and tailoring rules on pricing, participant approvals, and disclosure mechanics.
• Companies on those platforms will have discretion on which investors are allowed to buy shares, when shares are traded, and the price at which the shares are traded.

WHAT’S NEXT?

• Platforms can apply to operate PISCES exchanges, and first trading events are expected in late 2025.
• The regulatory sandbox runs for five years, until June 2030, after which permanent rules may follow.

WHAT SHOULD COMPANIES INTERESTED IN SECONDARY LIQUIDITY DO NOW?

• Assess shareholder appetite for liquidity.
• Review existing incentive plans (e.g., EMI/CSOP) for trading compatibility.
• Start assembling a disclosure package that fits both the FCA core expectations and investor needs.