.svg)
What is PISCES?
(Private Intermittent Securities & Capital Exchange System)
- Home
- Learning Center
- Guides
- Everything You Need To Know About The Private Intermittent Securities And Capital Exchange System Pisces
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
Where did the PISCES rules come from?
PISCES was created by HM Treasury and is regulated by the FCA under a dedicated sourcebook.
HM Treasury created PISCES, and the FCA regulates it 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 relief. EIS and SEIS income tax relief applies only to subscriptions for newly issued shares. Shares bought second-hand on PISCES do not qualify,no matter howr early-stage the company. There is a corresponding freedom: no cap on what a buyer can spend and no restriction on which companies they back.
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 where long-standing shareholders want an exit route, where equity is used to hire, or where a company wants a market-tested valuation without raising. It is not appropriate where the need is growth capital, where a recent valuation is unsettled, or where too few likely buyers exist for an order book to form.
Consider PISCES if
Early investors, former employees or option holders have been locked in for years with no exit route
You use equity to hire and candidates discount it because they cannot see how it converts to cash
You want a defensible, market-tested valuation without running a funding round
You are contemplating a listing eventually and want pricing history, governance discipline and investor relationships first
Your cap table has drifted and you want a controlled way for some holders to exit
PISCES is probably not right yet if
Your immediate need is growth capital, since PISCES cannot issue shares
Your last round was very recent and the valuation is unsettled
Your accounts are not in a state you would want prospective buyers reading
You have too few likely buyers for a meaningful order book to form
"Not yet" is a legitimate outcome of a first conversation, and a common one.
Types of costs
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.
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.
A practical guide to SEIS
A practical guide to SEIS
A practical guide to SEIS and EIS Advance Assurance
Download our SEIS guide to find out more about SEIS and all its many tax benefits.
A practical guide to SEIS and EIS Advance Assurance
Frequently Asked Questions
What is an EIS fund, and how does it differ from a GP/LP fund?
An EIS fund is a managed portfolio of individual company investments, with each investor directly owning shares in the underlying companies. A GP/LP fund pools commitments through a partnership and is generally more complex, making it more suitable for larger or institutional strategies.
Do I need FCA authorisation to launch an EIS fund?
If you will manage investments for other people in the UK, you must be FCA-authorised or operate under an authorised manager. You can seek your own authorisation, launch under an established firm, or become an appointed representative. The right route depends on your resources, timescale and appetite for regulatory responsibility.
Which route is right for a first-time fund manager?
There is no single answer. Your decision should reflect how quickly you need to launch, the capital you can commit to setup, and how much regulatory responsibility you are prepared to carry. Many first-time managers begin under an authorised firm, then seek their own authorisation once they have built a track record.
What needs to be in place before launch, and how long will it take?
You will need core documents such as an Information Memorandum, Key Information Document and application form, alongside an agreed structure and compliance processes. Launching under an authorised manager can take weeks to a few months, while securing your own authorisation usually takes considerably longer.
What responsibilities continue after the EIS fund launches?
The work continues well beyond raising capital. Investments must qualify under the EIS rules, with HMRC advance assurance often sought, while the manager oversees compliance, investor onboarding, reporting, valuations, tax certificates and financial promotions throughout the life of the fund.