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UK PISCES: FCA sandbox for secondary trading in private company shares, core features, operator rules, disclosure and tax reliefs

Published on: 23 June 2025

Published by a Law360 reporter
Legal News
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Article summary

The FCA has now released the PISCES sourcebook, following HM Treasury’s publication of the Financial Services and Markets Act 2023 (FSMA 2023) (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025, SI 2025/583, which came into effect on 5 June 2025. The clock is ticking for would‑be PISCES platform operators to gain regulatory approval and commence operations.

What is PISCES?

PISCES introduces a form of intermittent private capital market in the UK. It will function as a secondary venue for trading shares in private companies. Compared with a public market, it gives private businesses greater control over how their shares are marketed and imposes a lighter ongoing compliance burden. Crucially, PISCES is not an additional market, but a distinct type of market. The FCA anticipates multiple firms will seek permission to run PISCES platforms and, at least at the outset, that several PISCES will operate.

Why PISCES is being introduced

Fewer companies are pursuing admission to UK public markets, and those that do tend to be more mature than was previously typical. This has constrained exit routes, and...

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