Capital markets – FCA policy statement and final rules on PISCES published

The FCA has published its policy statement (PS25/6) on the Private Intermittent Securities and Capital Exchange System (PISCES), along with the final rules on how PISCES will work in practice.

PISCES will operate as a marketplace for buyers and sellers of shares in private (ie unlisted) companies and is intended to function as a secondary market only – participating companies will not be able to raise capital using the platform. Institutional and professional investors, as well as retail investors who meet the criteria to be considered as sophisticated or high net-worth investors, will be permitted to buy and sell shares on PISCES during time-limited intermittent trading windows.

The policy statement and final rules follow the FCA’s consultation paper on the rules (CP24/29) and the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025, which came into force on 5 June 2025 and established the legal framework for PISCES, giving the FCA the power to make rules on the implementation and operation of PISCES (for more information, see our blog post here). PISCES will initially operate in a five-year regulatory sandbox.

The FCA has taken a “private-plus” approach to its PISCES rules, creating a bespoke regime that builds on private market practices on a “buyer-beware” basis, rather than using public market standards as its starting point.

Key points to note on the FCA’s final rules, which are broadly as consulted on, include:

• The disclosure regime is based on: (i) an overarching requirement on PISCES operators to have in place appropriate disclosure arrangements for the efficient and effective functioning of its market; and (ii) PISCES operator rules that require participating companies to provide “core information” – this includes information about the company and its business, and details of any price parameters set for a PISCES trading event. In response to feedback on the consultation, the FCA has made some changes to streamline and clarify the core information disclosures, for example around litigation and material contracts.
• Disclosures must be made available to all investors participating in the trading event at the same time (but do not need to be made public).
• UK MAR will not apply to PISCES but operators will need to monitor companies’ compliance with their own disclosure rules and monitor transactions for manipulative trading strategies. They will have to notify the FCA where they suspect disclosures may constitute misleading statements under the criminal market manipulation regime in the Financial Services Act 2012.
• There will be a statutory liability regime for disclosures by participating companies – the negligence standard will apply to core information and a higher recklessness standard will apply to any additional disclosures (including any forward-looking information).

The government has also clarified the tax position in respect of share trades on PISCES. Transfers of shares on a PISCES platform will be exempt from stamp duty and stamp duty reserve tax under the Private Intermittent Securities and Capital Exchange System (Exemption from Stamp Duties) Regulations 2025, which will come into force from 3 July 2025.

For more detail on PISCES, see our snapshot here.