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What is PISCES?
(Private Intermittent Securities & Capital Exchange System)
Edited and updated by Boyd Carson, Partner at Sapphire.
Last updated: 21 October 2026
This guide is for founders, boards and shareholders of UK private companies.
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What are the PISCES key takeaways?
- PISCES is a UK regulatory framework that allows shareholders in private companies to buy and sell existing shares during short, scheduled trading windows without making the company public.
- PISCES is a secondary market only — no new shares are issued, and no capital is raised.
- PISCES is restricted to institutional, professional, high-net-worth, and sophisticated investors, as well as company employees and officers; ordinary retail investors are not eligible to participate.
- PISCES is a five-year regulatory sandbox running to June 2030, not yet a permanent feature of UK markets.
What is PISCES?
PISCES gives private company shareholders a route to liquidity that sits between a funding round and an exit.
PISCES stands for Private Intermittent Securities and Capital Exchange System. It is a UK regulatory framework, introduced in June 2025, that allows shareholders in private companies to buy and sell existing shares on an FCA-regulated platform during short, scheduled trading windows. The company remains private throughout.
Shareholders in private UK companies have historically had two routes to cash: waiting for an acquisition or waiting for a listing. Neither is within the shareholder's control, and both can be many years away. Early investors, former employees, and option holders can end up holding paper they cannot convert.
PISCES adds a third route.
A private company agrees to a trading event with an FCA-approved platform operator (at Sapphire, we have partnered with JP Jenkins). The company publishes a defined set of information about itself. A trading window opens, typically for a few days. Eligible investors place buy and sell orders through regulated brokers. At the end of the window, the order book uncrosses, a price is set, and matched trades settle. The window closes, and the company returns to being an ordinary private company until it chooses to run another event.
The defining word is intermittent. PISCES is not a continuously traded market. A company switches it on, sets the terms, and switches it off again.
Watch our PISCES overview video
A 7-minute explainer from Sapphire on PISCES, the UK framework that lets shareholders in private companies sell existing shares during scheduled trading windows, without a public listing. Covers who can take part, how a trading event works, and when a company should consider it.
Where did the PISCES rules come from?
PISCES was created by HM Treasury and is regulated by the FCA under a dedicated sourcebook.
PISCES was established under the Financial Services and Markets Act ("FSMA") 2023 by the Private Intermittent Securities and Capital Exchange System Sandbox Regulations 2025 (SI 2025/583), which came into force on 5 June 2025. The FCA published its final rules in Policy Statement PS25/6 on 10 June 2025.
You can download the FSMA 2023 regulations (SI 2025/583) here.
You can download FCA Policy Statement PS25/6 here.
The FCA rules sit in a dedicated PISCES Sourcebook, added to the FCA Handbook alongside consequential amendments elsewhere. The PISCES Sourcebook (PS) forms an official part of the FCA Handbook framework, but it is not digitally integrated into the standard online Handbook module hierarchy. Instead, the FCA maintains the complete legislative rules and guidelines as a separate legal instrument. The FCA authorises each platform operator, supervises the sandbox, and can direct operators. HM Treasury retains a power to direct the FCA to restrict an operator's activities.
Three points follow from the way the regime was built.
1) It is a sandbox, not a permanent regime. PISCES opened on 10 June 2025 and is scheduled to run for five years, to June 2030. At that point, the FCA and HM Treasury will decide whether to make the framework permanent, amend it, or let it lapse. Companies planning several years ahead should factor that review into their thinking.
2) It is deliberately lighter than public markets. The FCA has described its approach as a "private-plus" model rather than a public-markets one. Disclosure obligations are bespoke and considerably lighter than those applying to an AIM or Main Market company.
3) It is a framework, not a venue. PISCES is not a single marketplace. Multiple FCA-approved operators run PISCES platforms, and they differ in meaningful ways. We partner with JP Jenkins.
What does PISCES not do?
Five things PISCES does not do, each of them a deliberate design choice rather than a gap in the rules.
PISCES is not a listing, not a way to raise capital, not open to retail investors, not a continuous market, and not subject to the UK Market Abuse Regulation.
1) PISCES is not a listing.
A company whose shares trade on PISCES remains private. It is not admitted to trading on a public market and does not become a public company. Nothing about a PISCES event changes the company's status under the Companies Act.
2) PISCES is not a fundraising mechanism.
PISCES is a secondary market for existing shares only. Companies cannot issue new shares on PISCES, and they cannot buy back their own shares on PISCES. Debt instruments and derivatives cannot be traded on PISCES either.
Companies that need growth capital still need a funding round. In practice, PISCES sits alongside a raise rather than replacing one — a round brings new money in, a PISCES event lets existing holders take some out.
3) PISCES is not open to the general public.
Ordinary retail investors cannot trade on PISCES. The permitted categories are set out in Chapter 6 of the FCA Policy Statement PS25/6 (see PDF link above).
4) PISCES is not continuous trading.
There is no daily price and no permanent order book. Between trading events, nothing happens. A company might run one event a year, or several.
5) PISCES does not carry public-market disclosure obligations.
The UK Market Abuse Regulation does not apply to PISCES. There is no ongoing obligation to identify and announce inside information, and no civil market abuse regime. Instead, a bespoke disclosure regime applies, set out in Chapter 9 of the FCA Policy Statement PS25/6. This genuinely reduces the burden for companies and is a real consideration for buyers, as covered in Chapter 10 of the FCA Policy Statement PS25/6.
Who are the PISCES eligible companies?
The regulatory test for using PISCES is straightforward; the practical test is harder.
A company is eligible for PISCES if its shares are not admitted to trading on a public market anywhere in the world. Companies incorporated outside the UK are eligible. Beyond that regulatory test, each PISCES operator sets its own admission criteria, which vary considerably between platforms.
The regulatory bar is low. Very few private companies fail it.
The practical bar is different. A company is realistically ready for a trading event when four things are true:
1) Enough shareholders want to sell.
2) Enough eligible investors are likely to want to buy.
3) The company has a valuation it can defend.
4) The board is willing to put its financial statements in front of prospective buyers.
Many eligible companies do not yet meet all four. A trading event that forms no meaningful order book is worse for a company than no event at all, because it sets a visible precedent for its own shareholders.
Platform admission criteria build on the regulatory minimum and vary widely. A company too small for one venue may fit comfortably at another. Chapter 12 of the FCA Policy Statement PS25/6 covers choosing the venue (a link to a PDF of the policy statement is provided above).
Who are the PISCES eligible investors?
PISCES is restricted to defined investor categories, and ordinary retail investors are excluded.
PISCES is open to professional and institutional investors, certified high net worth individuals, certified and self-certified sophisticated investors, employees and officers of the PISCES company and its group, trustees of employee benefit trusts and share schemes, and people providing consultancy or managerial services to the company.
The categories in full:
1) Professional clients and institutional investors — as defined in the FCA Handbook.
2) Certified high net worth individuals — meeting the income or net asset thresholds in the Financial Promotion Order.
3) Certified sophisticated investors — certified by an FCA-authorised firm.
4) Self-certified sophisticated investors — meeting one of the statutory criteria on professional experience, angel network membership, unlisted investments or directorships.
5) Employees and officers of the PISCES company and of other companies in its group.
6) Trustees of employee benefit trusts and employee share schemes.
7) Consultants and managers providing services to the company or its group.
The exclusion of ordinary retail investors is deliberate. This reflects reduced disclosure requirements and the absence of a market abuse regime, both of which assume a higher level of investor sophistication.
Individual investors do not deal directly with a PISCES platform. Orders are placed on the investor's behalf by a regulated trading intermediary — in practice, a broker or wealth manager.
The employee category matters more than it first appears. It is what makes PISCES relevant to companies using equity to hire, and it is the reason the share option changes in Chapter 11 of the FCA Policy Statement PS25/6 are significant.
How does a PISCES trading event work?
A PISCES trading event runs in five stages, from the company setting terms through to settlement.
A PISCES trading event has five stages: the company sets the terms, publishes core disclosure information in a controlled data room, opens a few-day trading window during which brokers submit orders, the order book uncrosses to set a price, and matched trades settle. On CREST-connected venues, settlement is T+2.
1) Stage one — the company sets the terms.
The company agrees on timing, participation, and any price parameters with the operator. Chapter 8 of the FCA Policy Statement PS25/6 covers this in detail.
2) Stage two — disclosure.
Before the window opens, the company publishes core disclosure information in a controlled data room, accessible to those entitled to participate in the event. PISCES disclosures do not have to be made public. Chapter 9 of the FCA Policy Statement PS25/6 sets out what must be included.
3) Stage three — the window opens.
Regulated brokers submit buy and sell orders on behalf of eligible investors. The company observes a close period: no price guidance, no steering, no commentary from the company or its advisers. Depending on the operator, the window may run as a multi-day order period or as a single-point auction.
4) Stage four — the book uncrosses.
At the appointed time, the order book uncrosses, and the company sets a price within any parameters it has published. The order book forms the price. The company cannot choose the outcome.
5) Stage five — settlement.
Matched trades settle. On venues connected to CREST, settlement is T+2 — the same infrastructure and timetable used for listed equities.
Afterwards, the company receives a report covering volume, price and participation, and decides whether and when to run another event.
Under PISCES, what does the company control?
The PISCES Regulations give companies control over timing, participation and price parameters.
Under the PISCES Regulations a company can determine when its shares may be traded, who is permitted to buy and sell, and whether a minimum price, maximum price or both apply. This feature most clearly distinguishes PISCES from a public market.
1) Timing and frequency.
The company decides when events happen and how often. Annual, twice-yearly, or quarterly are all workable patterns, and platforms can accommodate more frequent events when demand exists.
2) Who may participate.
A company can run a permissioned event restricted to specified investor categories or named individuals. This lets a company keep competitors out of its data room, limit circulation of commercially sensitive information, or restrict an event to its own employees and existing shareholders.
Only the general nature of any restriction must be disclosed. The company does not have to publish a list of who is permitted or excluded.
3) Price parameters.
A company can set a floor price, a ceiling price, or both. Within those parameters, the order book forms the price.
A company that sets price parameters must disclose the basis for the valuation behind them, and whether another person prepared that valuation and, if so, who. Setting a floor does not assert a valuation without support.
4) What the company does not control.
The company cannot pick the clearing price, guarantee that trades will match, or guarantee that buyers will appear. A trading event is an invitation for a market to form, not an instruction that one will.
What are the PISCES disclosure requirements?
PISCES has its own bespoke disclosure regime, lighter than a prospectus but carrying real legal weight.
A PISCES company must publish a prescribed set of core disclosure information before each trading event, covering its business, management, financials, capital structure, employee share schemes, material contracts, key risk factors, major shareholders, directors' dealing intentions and any price parameters.
What is the PISCES core disclosure information?
| Disclosure | What details are required? |
|---|---|
| Business overview | What the company does |
| Management overview | Who runs it |
| Financial statements | With the related audit report |
| Significant changes | Anything material since the end of the last financial period |
| Capital structure | Including information on the shares being traded |
| Employee share schemes | Details of schemes in place |
| Material contracts | A description |
| Key risk factors | Specific to the company |
| Major shareholders | The company may disclose its PSC register, so a 25% threshold; operators may set a lower one |
| Directors' dealing intentions | Intentions in advance of the event |
| Price parameters | Any floor or ceiling, the valuation basis, and whether it was agreed with another person |
| Participation restrictions | Whether limits apply to who can buy at that event |
| Future events | Any commitment to hold further trading events |
Is there a sweeper obligation?
The FCA decided not to mandate one. A sweeper would require directors to disclose any other information they consider a reasonable investor would need. Individual operators may impose a sweeper, or an "ask model" Q&A function, if they consider it appropriate for their platform. Companies should confirm which model their chosen operator runs before committing.
What if something changes mid-event?
If a company becomes aware of a material new development, or of a material mistake in what it has already disclosed, it must tell prospective investors as soon as possible before the event ends. The operator must then consider whether to postpone or suspend the event. Investors do not get withdrawal rights.
What about liability?
Core disclosure information carries a negligence standard. The FCA removed financial forecasts and forward-looking business strategy from the core disclosure regime, and has not designated any information as forward-looking for the purposes of the liability provisions in the Regulations.
Directors should treat a PISCES data room with more care than an investor deck, because it carries greater legal weight.
What about PISCES market abuse and information risk?
UK MAR does not apply to PISCES, which reduces the burden on companies and raises a consideration for buyers.
The UK Market Abuse Regulation does not apply to PISCES because PISCES platforms are not trading venues under UK MiFIR. There is no obligation to identify or announce inside information and no civil market abuse regime. The criminal market manipulation offences in sections 89 and 90 of the Financial Services Act 2012 do apply.
The practical consequence is information asymmetry. Some participants in a trading event may know things other participants do not. The FCA requires operators to include a prescribed PISCES Market Risk Warning in the disclosure information circulated on their platform, specifically so investors understand this.
What must PISCES operators do?
- Monitor their market and detect manipulative trading.
- Investigate suspected breaches and take disciplinary action.
- Refuse or cancel admission where a company will not comply with platform rules.
- Postpone, suspend or terminate a trading event where rules have been breached.
What should sensible companies do?
No rule requires the following, but companies that intend to run more than one PISCES event should adopt them:
- Maintain an insider list for each event.
- Operate a directors' dealing policy.
- Observe a close period around each trading window.
- Brief the board on what may and may not be said while a window is open.
Buyer confidence at a second event depends on how the first one was run.
How is tax treated under PISCES?
PISCES trades are exempt from stamp duty, and a PISCES event can now be an exercise event for EMI and CSOP options.
Share transfers made in connection with trading on a PISCES platform are exempt from stamp duty and stamp duty reserve tax. A PISCES trading event can be an exercise event for EMI and CSOP share options, provided the plan documents permit it. EIS and SEIS income tax relief is not available on shares bought on PISCES.
Please note that tax treatment depends on individual circumstances and is subject to change. This chapter is general information, not tax advice.
1) Stamp duty and SDRT
Transfers of shares in connection with PISCES trading activity are exempt from both stamp duty and stamp duty reserve tax. The exemption was announced in the Autumn Budget 2024 and delivered by regulation, following the approach already taken for AIM.
2) EMI and CSOP options
This change matters most to employee shareholders.
Most option schemes only pay out on an exit event. HMRC has confirmed that a PISCES trading window can be an exercise event for Enterprise Management Incentive and Company Share Option Plan options — but the plan documents must say so.
New options can be drafted with PISCES exercise built in from grant.
Existing options can be amended to add a PISCES trading event as an exercise trigger without losing tax-advantaged status, confirmed in a Written Ministerial Statement on 15 May 2025 with draft legislation published on 21 July 2025.
Before that legislation, HMRC would have treated an amendment of this kind as a release and re-grant of the option, and the tax advantages would have been lost. Do not amend an option scheme without specialist advice.
Two related points. There is no advance assurance mechanism for agreeing PISCES-related share valuations with HMRC. And shares acquired outside a tax-advantaged scheme can carry income tax, NIC and PAYE consequences, so advice is better taken before shares are issued to employees than after.
3) SEIS and EIS
Buyers receive no SEIS and/or EIS relief. SEIS and EIS income tax relief applies only to subscriptions for newly issued shares. Shares bought second-hand on PISCES do not qualify, no matter how early-stage the company.
Sellers should check the three-year clock. EIS and SEIS income tax relief is withdrawn if the shares are disposed of within three years of issue, and any deferred capital gain may also crystallise. An SEIS or EIS investor considering a PISCES sale needs to know exactly where they sit in that period before placing a sell order.
When should a company consider PISCES?
PISCES suits companies with locked-in shareholders and a defensible valuation; it does not suit companies that need capital.
A PISCES event is worth considering when long-standing shareholders want an exit route, equity is used to hire new staff, or a company wants a market-tested valuation without raising capital. It isn't appropriate when the need is growth capital, a recent valuation is unsettled, or too few likely buyers exist for an order book to form.
Consider PISCES if:
1) Early investors, former employees or option holders have been locked in for years with no exit route.
2) You use equity to hire and candidates discount it because they cannot see how it converts to cash.
3) You want a defensible, market-tested valuation without running a funding round.
4) You are contemplating a listing eventually and want pricing history, governance discipline and investor relationships first.
5) Your cap table has drifted, and you want a controlled way for some holders to exit.
PISCES is probably not right yet if:
1) Your immediate need is growth capital, since PISCES cannot issue shares.
2) Your last round was very recent, and the valuation is unsettled.
3) Your accounts are not in a state you would want prospective buyers reading.
4) You have too few likely buyers for a meaningful order book to form.
At Sapphire, we have found that saying "Not yet" is a legitimate outcome of a first conversation, and a common one.
What are the costs associated with PISCES?
Below is a summary of the cost categories a company should expect when running a PISCES trading event.
Costs vary by operator, company size and complexity, and should be confirmed with each provider before committing. The categories are:
- Operator admission fee — charged by the PISCES platform for admitting the company's shares.
- Operator event fee — charged per trading event.
- Adviser fees — structuring, documentation, compliance and event management.
- Legal fees — constitutional documents, share rights, option scheme amendments where required.
- Accountancy and audit — where financial statements need bringing up to date for disclosure.
- Valuation — where price parameters are to be set and supported.
- Broker commission — borne by the investor on execution.
- Settlement and custody — where applicable to the venue.
Not every company incurs every category. A company with current audited accounts and a clean cap table will spend materially less than one that needs both put right first.
What experience has Sapphire had with PISCES?
At Sapphire, our involvement in PISCES is grounded in our role as fund manager and our work supporting portfolio companies. We manage the Velocity Capital EIS Fund, which holds QPLAY, the company that announced its participation in the first-ever PISCES liquidity event on the JP Jenkins Private Market.
Supporting QPLAY’s participation on JP Jenkins
QPLAY created Outsmarted, a hybrid board game that combines physical gameplay with a connected digital ecosystem. The game has sold more than one million copies worldwide and reached more than five million players, with regional editions launched across multiple international markets.
Our collaboration with JP Jenkins is intended to provide a structured route for existing shareholders in Sapphire-related portfolio companies to access secondary-market liquidity while those companies remain privately held. QPLAY’s planned participation is the first step in that collaboration.
The distinction matters: supporting a company’s participation in a PISCES trading window is not the same as securing a completed sale for its shareholders. The aim is to expand options for founders and early investors without requiring a full public listing.
PISCES within Sapphire's approach to portfolio support
Our work with QPLAY forms part of Sapphire’s broader portfolio management activities. Alongside governance oversight and operational expertise, we assess structured secondary trading arrangements for existing shareholders where appropriate.
We will continue to assess further opportunities within the portfolio where this approach may be suitable. Our focus is on considering PISCES in the context of each company’s circumstances and its shareholders’ objectives, rather than treating it as a standard exit route for every investment.
Any liquidity mechanism remains subject to regulatory requirements, market conditions and investor demand. There is no assurance that liquidity will be available at a particular time or at a particular valuation.
We are here to help you with your PISCES transaction.
You don't have to go it alone. The team at Sapphire is here to answer your questions, help you get to grips with what a successful PISCES launch requires, and address any follow-up questions the FCA might have. All that, plus our dedicated help, blog resources, and templates, means you will never feel like you don't have enough support.
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Frequently Asked PISCES Questions
What is PISCES and how does it work?
PISCES stands for Private Intermittent Securities and Capital Exchange System. It is a UK framework that lets shares in private companies trade during occasional, scheduled trading windows on an FCA-approved platform. The company remains private. Trades occur only when the platform’s rules allow buy and sell orders to match.
How is PISCES different from an IPO or an AIM listing?
PISCES allows secondary trading in private-company shares without a public listing. Unlike an IPO or admission to AIM, it does not create an ongoing public market for the shares. Trading is intermittent, access is restricted, and companies follow a bespoke disclosure framework rather than the disclosure requirements of a public-market listing.
Can a company raise new capital through PISCES?
No. PISCES is a secondary market for existing shares, not a mechanism for issuing new shares. Sale proceeds go to the selling shareholders, not the company. A company seeking growth capital still needs a separate fundraising arrangement; a PISCES event may complement that arrangement but does not replace it.
Who can buy shares on PISCES?
PISCES buyers must fall within permitted investor categories. These include professional investors, qualifying high-net-worth and sophisticated investors, and certain company-connected individuals, such as employees and officers. PISCES is not open to the unrestricted general public. The company may impose additional buyer restrictions, and the intermediary or operator must check eligibility under the applicable rules.
Can existing shareholders sell on PISCES if they are not sophisticated investors?
The investor-category restrictions on buying do not automatically prevent an existing shareholder from selling shares on PISCES. Selling remains subject to the shares being included in the event, platform arrangements and existing contractual restrictions. Shareholders should check their articles, shareholder agreement and any employee share-plan terms before assuming they can participate.
Which companies can use PISCES?
PISCES can accommodate UK and overseas companies whose shares meet the sandbox eligibility requirements and are not already admitted to a public trading venue or relevant overseas multilateral system. Each operator may impose additional admission criteria. In practice, a company also needs suitable disclosures, shareholder interest in selling and credible demand from eligible buyers.
Does PISCES guarantee that I can sell my shares?
No. A PISCES trading event provides an opportunity to sell, not a guaranteed exit. A sale depends on buyer demand, acceptable pricing, applicable restrictions and orders being matched. Shareholders may be unable to sell all or any of their shares, and there may be no further trading event when they want one.
Who decides the share price in a PISCES trading event?
The trading mechanism and matching orders determine the transaction price under the operator’s rules. A company may set disclosed price parameters, such as a minimum or maximum price, but these do not guarantee a trade. A PISCES event price should not be treated as a guaranteed valuation for a future sale or fundraising round.
What information must a company disclose before trading on PISCES?
A company must provide the core disclosures required by the PISCES framework, together with any additional information required by its operator. These cover matters such as the business, management, financial information, share capital and key risks. Disclosures can be made available through controlled access rather than published to the general public. Investors should review the event-specific information and risk warnings.
Do shares bought on PISCES qualify for EIS or SEIS income tax relief?
No. EIS and SEIS income tax relief applies to qualifying subscriptions for newly issued shares, not purchases of existing shares from another shareholder. PISCES is a secondary market. Buying shares in a company that previously raised EIS or SEIS investment does not, by itself, give the buyer those reliefs. Obtain specialist advice on your circumstances.
Can I sell existing EIS or SEIS shares through PISCES?
Potentially, if the shares and proposed sale meet the platform and event requirements. The tax consequences need separate review. A disposal before the applicable minimum holding period ends can lead to withdrawal of income tax relief, and a sale may have capital gains or deferred-gain consequences. Check the relevant dates and obtain specialist tax advice before placing a sell order.
Can employees use PISCES to sell shares acquired through EMI or CSOP options?
Potentially. A PISCES sale can be an exercise event for Enterprise Management Incentive (EMI) or Company Share Option Plan (CSOP) options where the option terms and statutory conditions allow it. Qualifying amendments to existing options may be possible without losing scheme tax advantages. Participation is not automatic: vesting, exercise, sale conditions and tax treatment require review with specialist advisers.
Is stamp duty payable on PISCES share purchases?
Transfers of PISCES shares made in connection with trading activity on a PISCES platform are exempt from Stamp Duty and Stamp Duty Reserve Tax under the PISCES exemption. This is not a blanket exemption for every transfer of shares in a participating company. Transactions negotiated and completed outside the platform do not qualify merely because the company uses PISCES.
How much does a PISCES trading event cost?
There is no single standard cost. Charges can include platform admission and event fees, legal and advisory work, financial reporting, valuation support, brokerage and settlement. The total depends on the operator, event structure and the company’s readiness. Companies should request a written breakdown of initial, per-event and ongoing charges before committing.
What experience does Sapphire have with PISCES?
Sapphire manages the Velocity Capital EIS Fund, which holds QPLAY, the creator of Outsmarted. Sapphire has announced QPLAY’s planned participation in the first PISCES liquidity event on the JP Jenkins Private Market. Supporting this initiative forms part of Sapphire’s portfolio management activities and its assessment of structured secondary trading opportunities. Participation does not guarantee a completed sale or a particular valuation.
This information is general guidance, not a substitute for specialist legal or tax advice. Eligibility, platform rules and tax treatment should be checked against the proposed transaction and individual circumstances.