The Financial Conduct Authority ("FCA") has published its final rules for the Private Intermittent Securities and Capital Exchange System ("PISCES") – London's new private company share trading platform. The proposals are a significant step towards establishing PISCES, which is expected to be fully operational by the end of 2025.
The FCA's rules follow a comprehensive consultation process and pave the way for an innovative new private share trading platform in London, based around a "private-plus" approach.
PISCES: final FCA rules
The FCA's policy statement sets out the final PISCES Sourcebook, as well as an overview of feedback received on the FCA's consultation proposals. The final rules follow HM Treasury's PISCES statutory instrument, which was laid before Parliament in May 2025 and established the legislative framework for PISCES.
White & Case provided legal support to the joint response to the FCA's consultation by the members of: (i) UK Finance, the collective voice for the banking and finance industry; and (ii) AFME, the voice of Europe's wholesale financial markets. For further details, please see the joint response here.
PISCES: key features at a glance
The key regulatory and structural features of PISCES include:
- "Private-plus" market: The FCA has sought to create a crossover market – a hybrid of private and public markets – that provides private companies with periodic liquidity, whilst leveraging public market-style infrastructure. Each PISCES platform will be regulated by the FCA and operated by an FCA-approved operator, on the basis of their own approved platform model.
- Periodic secondary share trading: PISCES will facilitate secondary trading in existing private company (i.e. not listed) shares during intermittent trading windows. Companies will not be able to use PISCES to raise capital through the issue of new shares or undertake share buybacks.
- Intermittent trading windows: The frequency of PISCES trading windows can be set by the company admitted to trading and companies will also have discretion on who can participate in specific trading windows and pricing parameters, subject to certain FCA restrictions and their PISCES operator's business model. Trading will generally be facilitated through auctions, although operators will have flexibility to offer other trading system models (such as time-limited continuous trading).
- Regulatory "sandbox": PISCES will be delivered through a regulatory "sandbox", which will allow the FCA to test the design of PISCES before finalizing a permanent regime in 2030.
- Investor eligibility: Share trading on PISCES will generally be limited to professional and institutional investors and employees of participating companies – most types of retail investors will not be permitted to trade on PISCES.
- Tax advantages: Trading on PISCES will be exempt from share stamp duty and further legislation will be introduced by the UK government to allow employers to amend existing Enterprise Management Incentives (EMIs) and Company Share Option Plan (CSOP) contracts to extend the associated tax advantages to PISCES trading events.
- Disclosure regime: The FCA has streamlined its initially proposed disclosure requirements following feedback. Companies traded on PISCES will be required to disclose a standardized set of core information, including (among others) business and management overviews, financial statements for three years (or shorter if incorporated for less time), information on capital structure and the relevant shares, details of employee share schemes, material contracts descriptions, key risk factors, identities of 25%+ shareholders and details of any price parameters applied for the PISCES trading event. The FCA chose not to require a mandatory "sweeper" disclosure requirement (i.e. requiring disclosure of any "other" relevant information), but operators will have flexibility to apply this to their platform should they wish.
- PISCES operators: Individual PISCES operators will play an important role in supervising their platforms, including checking completeness of disclosures, implementing proportionate, risk-based oversight arrangements and monitoring and reporting potential market manipulation.
Next steps
Prospective PISCES operators wishing to run a PISCES platform may now apply to the FCA and once approved will be able to run intermittent trading events in the "sandbox". Pre-application and application support is available from the FCA. The FCA's expectation is that trading on PISCES platforms will likely occur before the end of 2025. The FCA will further consult on operator annual periodic fees in November 2025. The FCA and UK government will use any lessons from the "sandbox" period to improve the regime before making it permanent.
White & Case means the international legal practice comprising White & Case LLP, a New York State registered limited liability partnership, White & Case LLP, a limited liability partnership incorporated under English law and all other affiliated partnerships, companies and entities.
This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
© 2025 White & Case LLP
