Demystifying PISCES - Rules, Risks & Opportunities

Introduction

The Private Intermittent Securities and Capital Exchange System (PISCES) operates within the FCA’s regulatory sandbox and opens the door to 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 November 2025, only the London Stock Exchange Group has been authorised as a PISCES operator, launching its Private Securities Market (PSM) and publishing the PSM Rules in August 2025.

For legal, corporate, and advisory professionals, understanding these developments is essential. This live and interactive session will demystify the regulatory landscape for PISCES and the LSE’s PSM, highlight the FCA’s key rules, explain how a PISCES platform should operate in practice and explore related stamp duty and employee share scheme tax implications. We’ll also conclude a SWOT analysis of PISCES to help you evaluate its practical impact and strategic potential.

What you will learn

This live and interactive course 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; currently only the LSEG’s PSM Rules
• What does ‘intermittent’ trading mean?
• Key participants in a Pisces platform
• Pisces Operator
• Eligibility and approval process
• Responsibilities under Pisces Sourcebook and Pisces Regs
• Monitoring obligations and preventing market manipulation
• Modification of statutory liability
• Structure of PSM rulebook
• Financial Intermediary
• Responsibilities under Pisces Sourcebook and Pisces Regs
• Place Buy and Sell orders
• For PSM “registered auction agent”
• 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/Euroclear
• /Qualifying individuals”
• Disclosure obligations - FCA Core disclosures and permitted exception
• 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.