What is the Private Intermittent Securities and Capital Exchange System (PISCES)?
At a glance
What is PISCES?
- The Private Intermittent Securities and Capital Exchange System (PISCES) is a new type of regulated trading platform.
- It will allow for the intermittent trading of private company shares on a multilateral system.
- It will operate as a secondary market, facilitating the trading of existing shares in intermittent trading windows (e.g. ad hoc, quarterly, biannually, yearly etc).
- It will not facilitate capital raising through the issuance of new shares.
- Companies will not be able to carry out buybacks.
- Only shares in companies whose shares are not admitted to trading on a public market (in the UK or abroad) can be traded on PISCES.
Governance
- PISCES operators will determine any admission requirements for their markets, including any minimum corporate governance requirements.
- Only institutional investors, employees of participating companies and investors who can meet the definition of high net-worth individuals and self-certified or certified sophisticated investors under the Financial Promotion Order (FPO), will be able to buy shares on PISCES.
- PISCES is subject to a new regulatory framework for structured trading events.
- The FCA will be given rule-making powers to create a new and bespoke disclosure regime for PISCES
- The Takeover Code will not apply to a company solely by virtue of its securities being admitted to trading on PISCES as it would not be categorised as a Regulated Market, an Multilateral Trading Facility (MTF) or an Organised Trading Facility (OTF).
Testing
- PISCES will be sent back in a sandbox to allow testing and development.
- It will incorporate elements from public markets such as multilateral trading, and elements from private markets such as greater discretion over how company disclosures are distributed and when trading happens.
Tax
- PISCES transactions will be exempt from Stamp Duty and Stamp Duty Reserve Tax.
- Further consideration is ongoing:
- As to how tax-advantaged employee shares schemes, such as Enterprise Management Incentives (EMI), would interact with PISCES.
- On tax treatment of shares traded on PISCES. For example, will shares traded become Readily Convertible Assets (RCAs) and subject to PAYE and NICs?
- The government would welcome further engagement with stakeholders on the interaction between PISCES and EMI. Interested stakeholders can contact the Treasury’s PISCES team on the email below.
- As noted, companies will be unable to carry out buybacks on PISCES. However, given the feedback, the government will explore whether to allow this or not at a later stage, following the initial launch of the PISCES Sandbox.
Implementation
- Subject to the technical feedback on its draft SI, the Treasury intends to introduce the PISCES legislation by May 2025.
- A draft statutory instrument with an accompanying policy note is published alongside this document to illustrate how the Treasury intends to set up the PISCES regime:
- The Treasury welcomes technical comments on this draft legislation by 9 January 2025. Please send responses to
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External links
PISCES: Consultation outcome: Government response Nov 2024
