PISCES: Hook, Line and Secondary Market

THE WHAT

The Financial Conduct Authority (FCA) is aiming to bridge private and public markets with the Private Intermittent Securities and Capital Exchange System (PISCES).

Only shares in unlisted UK-incorporated companies will be eligible.

Trading will be limited to scheduled windows (likely quarterly or bi-annually) on FCA-authorised platforms and is limited to secondary issuances only (i.e., existing shares in private UK companies being traded intermittently, not new share issuances by private UK companies).

Investor eligibility will be restricted to professional, certain high net-worth, and sophisticated investors, plus specific company employees.

The FCA is preparing a distinct regulatory framework with bespoke disclosure rules, lighter than those applicable to public markets.

THE WHY

PISCES is intended to address the lack of a scalable, regulated arena for private share liquidity, filling a gap in fragmented secondary markets.

The plan is to:

• boost liquidity by offering controlled exits without a full-blown IPO to existing shareholders, founders, and employees;
• enhance transparency by providing structured trading windows with clear governance, disclosure, and pricing, unlike one-off deals; and
• attract capital from institutional investors to diversify funding and boost valuations earlier in a company’s lifecycle.

Companies will however still need to seek primary capital at some stage on their growth journey, whether this is through an IPO or other routes, given PISCES is limited to secondary equity issuances only.

THE WHEN

PISCES Sandbox Regulations (SI 2025/583) are effective on 5 June 2025, launching a five-year sandbox to test PISCES.

The FCA is expected to publish the PISCES disclosure rules in June, with trading platforms being expected to gain approval later this year.

Guidance is expected on valuation approaches during trading windows, as well as legal mechanics (in particular, transfer restrictions, corporate governance, and implications for share incentives plans).

You can find updates on PISCES Sandbox Regulations here.