Demystifying PISCES - Rules, Risks & Opportunities

Introduction

The Private Intermittent Securities and Capital Exchange System (PISCES) operates within the FCA’s regulatory sandbox and permits intermittent secondary trading of private company shares. With HM Treasury set to review the system and report to Parliament by June 2030, the next five years will determine whether PISCES becomes a permanent part of the UK’s financial landscape.

Under this framework, PISCES operators will run their own trading platforms for private company shares, each governed by bespoke rulebooks approved by the FCA. The FCA’s new PISCES Sourcebook (PS) sets out detailed requirements. As of 9 December 2025, the FCA has approved two firms as PISCES operators. The first was the London Stock Exchange which will operate its Private Securities Market (PSM) and published the PSM Rules in August 2025. On 18 November 2025, the approval of JP Jenkins was announced. JP Jenkins will operate the JP Jenkins PISCES Venue (PISCES Venue) under the PISCES Venue Rules.

For legal, corporate, and advisory professionals, understanding these developments is essential. This virtual classroom seminar will demystify the regulatory landscape for PISCES and the LSE’s PSM, highlight the FCA’s key rules, discuss the main differences between the PSM and the PISCES Venue and explore related stamp duty and employee share incentive scheme tax implications. We’ll also conclude with a SWOT analysis of PISCES to help you evaluate its practical impact and strategic potential.

What you will learn

This live and interactive session will cover the following:

• Regulatory Framework
• The Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 (PISCES Regs)
• FCA sandbox - PISCES Sourcebook and related amends to FCA Handbook
• PISCES Operator rulebooks - What does ‘intermittent’ trading mean?
• Key differences between the PSM and JP Jenkins PISCES Venue
• Role of PISCES Operator
• Role of Registered Auction Agent/Approved Intermediary
• PISCES company eligibility
• PISCES Operator
• Eligibility and approval process
• Responsibilities under PISCES Sourcebook and PISCES Regs
• Monitoring obligations and preventing market manipulation
• Modification of statutory liability
• Financial Intermediary (RAA or Approved Intermediary)
• Responsibilities under PISCES Sourcebook and PISCES Regs
• Place Buy and Sell orders
• Check investor eligibility
• Retail investors - appropriateness and cooling off period
• Financial promotion and risk warnings
• PISCES Company/Issuer
• What does ‘private’ mean under PISCES Regs
• Eligibility criteria set by Operator (by reference to PSM rules)
• Permitted restrictions on investor access (legitimate commercial interests)
• Preliminary restructuring requirements e.g. shareholder approval; decertification and admission of shares to CREST
• Qualifying individuals”
• Disclosure obligations - FCA Core disclosures and permitted exception where legitimate explanation
• PISCES Investor
• Categories for eligibility including with a ‘PISCES sophisticated person certificate’
• Retail client - Risk warning and ‘buyer beware’
• Limited rights of redress
• No private right of action
• Tax Implications
• Fees
• SWOT Analysis

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.