22 May 2025 Sarah Debney Capital Markets - Equity

PISCES regulations laid before Parliament

The regulations that will establish the Private Intermittent Securities and Capital Exchange System (PISCES) (the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025) have been laid before Parliament. 

The Regulations are largely unchanged from the draft published in November 2024 (see here) and provide the legal framework for establishing PISCES markets. Together with more the detailed rules to be provided by the FCA (see here for the latest update), they will form the PISCES legislative regime. 

Regulations reminder: key points

What securities will be traded on PISCES?

Private and public companies (incorporated in the UK or overseas), whose shares are not admitted to trading on a public market in the UK or abroad will be able to have their shares traded on a PISCES market on an intermittent basis using “trading windows”. 

PISCES markets will operate as a secondary market for trading existing shares. They will not enable primary issuances or secondary trading in other securities, such as bonds.

Who will be able to trade in PISCES shares?

  • Most UK retail investors are excluded from PISCES trading. Those permitted to trade on PISCES are broadly:
  • professional clients (as defined UK MiFIR);
  • an individual with a certificate, signed by an authorised person, stating that they are sufficiently knowledgeable to understand the risks associated with an investment such as a PISCES share – note this is a new addition to the Regulations which replaces a more generic reference to certified sophisticated investors under the FPO;
  • those who meet the definition of self-certified sophisticated investors and high net-worth investors in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (FPO);
  • employees of the participant company or companies in the immediate corporate group of the participant company, where their employment is connected to the participant company's business; and
  • trustees of employee share schemes or share incentive plans.

It will be the responsibility of those taking orders to place trades on PISCES to 'believe on reasonable grounds' that an investor meets the eligibility criteria, unless there are reasonable grounds to believe that the investor is resident or constituted outside the UK. 

With regard to employees the person taking the order will be able to rely on a list of employees supplied by the company to confirm their eligibility to participate in their company's PISCES trading event.

Depending on the rules of the PISCES operator, PISCES companies may impose further restrictions on who can buy or sell their shares.

Next steps

The Regulations will come into force on 5 June and the FCA’s final rules are expected shortly thereafter. Potential PISCES operators will then be able apply to the FCA for authorisation and the government hopes that the first shares will be traded on a PISCES platform in the Autumn.