WHAT IS PISCES? THE UK’S NEW FCA-REGULATED PRIVATE SHARE TRADING MARKET EXPLAINED

PISCES (Private Intermittent Securities and Capital Exchange System) is the UK’s new FCA-regulated framework for trading shares in private companies without a traditional IPO.

Designed to improve liquidity for founders, employees, venture capital investors and other shareholders, PISCES creates a regulated private share trading market where existing shares can be bought and sold during controlled trading windows.

As the UK seeks to strengthen its position as a global financial centre, PISCES could become a major alternative to public listings for growth companies and private investors.

Key Takeaways:

• PISCES is a new FCA-regulated framework for trading private company shares in the UK.
• It allows existing shareholders to sell shares without requiring a traditional IPO.
• Trading takes place during intermittent trading windows on approved platforms.
• The regime is mainly aimed at institutional and sophisticated investors.
• PISCES could become an important bridge between private funding and public markets.

Why PISCES Matters:

For years, many growth companies have remained private for longer while founders, employees and early investors struggled to access liquidity before an IPO or sale. PISCES is designed to address that problem by creating a regulated market infrastructure for secondary trading in private company shares.

The framework is also part of a broader UK policy effort to improve capital markets competitiveness, attract private capital and strengthen London’s position as a global financial centre.

At a Glance:

• PISCES is a UK framework for intermittent trading in shares of private companies through FCA-approved platforms.
• It is primarily a secondary market: existing shareholders sell shares rather than companies issuing new shares.
• It is available to UK and overseas private companies whose shares are not already publicly traded.
• Retail participation is restricted, with most investors expected to be institutional or sophisticated investors.
• The London Stock Exchange is not the only operator. Other FCA-approved PISCES venues include JP Jenkins, Asset Match and Vestd.

Frequently Asked Questions:

1.     What Is PISCES?

PISCES stands for Private Intermittent Securities and Capital Exchange System. It is a new type of UK private share trading market that allows shares in private companies to be traded during limited trading windows.

Importantly, PISCES is not a public stock exchange listing. Companies using PISCES do not become publicly listed on the London Stock Exchange Main Market or AIM.

Instead, PISCES is designed to provide controlled secondary liquidity for shareholders while allowing companies to remain private.

The commercial rationale is straightforward: many companies now stay private for longer, but founders, employees, venture capital funds and early investors may still want liquidity before an IPO or acquisition. PISCES creates a more structured and regulated route for that liquidity.

2.     What Are the FCA Rules Governing PISCES?

PISCES operates through an FCA sandbox framework. The FCA published final PISCES rules in June 2025, with the sandbox expected to continue until June 2030.

The core features include:

• Trading events are intermittent rather than continuous.
• Companies retain significant control over trading windows, pricing and eligible buyers.
• Platform operators require FCA approval.
• Disclosure requirements are lighter than public-market disclosure rules.
• The regime is intended to sit between private secondary sales and full public listings.

This hybrid structure is one of the defining characteristics of the regime.

3.     Who Can Use PISCES?

PISCES is available to private companies whose shares are not already admitted to trading on a UK trading venue or overseas multilateral trading system.

Likely users include:

• growth companies not yet ready for an IPO;
• venture-backed businesses seeking shareholder liquidity;
• mature private companies seeking market-based price discovery;
• private equity-backed businesses with complex shareholder structures; and
• companies preparing gradually for a future public listing.

Platform operators may also impose additional eligibility requirements.

4.     Can Overseas Companies Use PISCES?

Yes. PISCES is not limited to UK-incorporated companies.

Overseas private companies may potentially use UK PISCES platforms provided their shares are eligible and local laws permit participation.

This means companies based in the United States, Europe, the Middle East or Asia could potentially access UK private share trading infrastructure without becoming publicly listed in the UK.

However, overseas issuers still need to consider:

• local securities laws;
• shareholder rights;
• transfer restrictions;
• tax considerations; and
• settlement mechanics.

PISCES provides a UK trading framework, but it does not override foreign company law or shareholder agreements.

5.     Have Any PISCES Transactions Happened Yet?

Yes. PISCES has already moved beyond theory into live transactions.

JP Jenkins announced in 2026 that QPLAY joined its PISCES private market platform for a structured liquidity event involving a five-day order window and auction process.

The London Stock Exchange also announced its first PISCES-related transaction involving a TPEIC structure linked to Oxford Science Enterprises.

This is important because it demonstrates that the regime is now operational rather than merely conceptual.

6.     Is PISCES for Fundraising or Secondary Liquidity?

This is one of the most important distinctions.

PISCES is primarily a secondary trading framework rather than a capital-raising mechanism.

In most cases:

• existing shareholders sell shares;
• buyers purchase those existing shares; and
• sale proceeds go to the selling shareholder rather than the company itself.

PISCES is therefore best understood as a private-market liquidity solution rather than a conventional fundraising round.

That said, improved secondary liquidity may still indirectly support company growth by making employee equity incentives and early-stage investment more attractive.

7.     Who Receives the Sale Proceeds?

In a standard PISCES transaction, the money typically goes to the selling shareholder.

This could include:

• founders;
• employees;
• angel investors;
• venture capital funds;
• employee benefit trusts; or
• other existing shareholders.

Companies may benefit indirectly from improved liquidity and valuation discovery, but they are not usually the direct recipient of the proceeds.

8.     Who Can Invest in PISCES Platforms?

PISCES is not designed as a fully open retail investment market.

The regime is primarily aimed at:

• institutional investors;
• professional investors;
• family offices;
• high-net-worth individuals;
• sophisticated investors; and
• existing shareholders.

The FCA expects intermediaries to implement investor eligibility checks, financial promotion controls and appropriateness assessments.

Investors should also recognise that PISCES investments may involve:

• lower liquidity;
• lighter disclosure;
• valuation uncertainty; and
• reduced information symmetry compared to listed equities.

9.     How Does PISCES Deal With Market Abuse and Inside Information?

This is one of the most legally sensitive areas of the regime.

The UK Market Abuse Regulation does not apply to PISCES shares in the same way it applies to publicly listed securities. PISCES companies are not subject to the same continuous disclosure obligations imposed on listed issuers.

However, that does not mean there are no safeguards.

PISCES operators are expected to maintain systems designed to detect:

• manipulative trading;
• misleading market activity; and
• abusive conduct.

General legal rules relating to fraud, misrepresentation and misleading statements may also still apply.

The FCA’s policy approach is deliberate: the regime seeks to preserve flexibility associated with private markets while introducing greater structure and regulatory oversight.

10.     How Do Share Transfer Restrictions Work?

PISCES does not override a company’s articles of association or shareholders’ agreement.

Many private companies already have:

• transfer restrictions;
• pre-emption rights;
• board consent requirements;
• investor vetoes; and
• leaver provisions.

Accordingly, companies using PISCES often need carefully structured trading windows and transaction mechanics to ensure transfers are permitted.

This reinforces an important point: PISCES is a controlled liquidity framework rather than a completely open public market.

11.     Which FCA-Approved PISCES Trading Venues Exist?

PISCES itself is the regulatory framework rather than a single marketplace.

Multiple FCA-approved operators may run PISCES venues.

Current approved operators include:

• London Stock Exchange plc;
• JP Jenkins Limited;
• Asset Match Limited; and
• Vestd Limited.

The London Stock Exchange Private Securities Market was the first approved operator, but it is not the only venue.

Competition between operators may help increase liquidity and attract a broader range of companies and investors.

12.     How Much Does It Cost to Use a PISCES Platform?

There is no single standard fee structure across the market.

Costs depend on:

• the operator;
• transaction complexity;
• onboarding requirements;
• legal work;
• settlement arrangements; and
• ongoing administration.

The London Stock Exchange Private Securities Market currently publishes indicative fees including:

• approximately £25,000 annual fees;
• participation in up to two auctions annually; and
• additional auction fees of approximately £15,000.

Additional legal, regulatory and advisory costs may also arise.

13.     PISCES vs IPO: What Is the Difference?

PISCES is unlikely to replace IPOs entirely. However, it may become an important intermediate step between private funding rounds and public listings.

14.     Is PISCES Good for the UK Market?

PISCES addresses a genuine market need.

Private companies are remaining private for longer while shareholders increasingly seek earlier liquidity opportunities. A regulated private share trading framework may help London remain competitive for growth businesses, founders and investors.

Potential advantages include:

• improved liquidity;
• broader access to private markets;
• enhanced price discovery; and
• more flexible capital markets infrastructure.

However, important questions remain:

• Will there be enough investor demand?
• Will disclosure standards be sufficient?
• Could successful private markets reduce incentives to pursue IPOs?

The long-term success of PISCES will likely depend on issuer quality, investor appetite and market liquidity.

Conclusion:

PISCES is best understood as a controlled, FCA-regulated secondary market for private company shares.

It is not a public listing and not a traditional fundraising mechanism. Instead, it provides a structured framework allowing existing shareholders to sell shares during regulated trading windows while companies retain substantial control over disclosure, pricing and investor participation.

The framework could become an important part of the UK capital markets ecosystem by bridging the gap between private funding and public markets.

FSREG advises companies, founders, investors, venture capital funds and financial institutions on FCA regulation, private markets, secondary liquidity transactions and capital raising structures. If you are considering using a PISCES platform or exploring liquidity options for private company shares, please contact us at contact@fsreg.com.

Disclaimer: This article provides general information only. It is not intended to be comprehensive and does not constitute the provision of investment, legal or regulatory advice. FSREG is not responsible for any action taken or omitted to be taken on the basis of this article. © 2026 FS REG Limited (www.fsreg.com). All rights reserved.