FCA PISCES Update: April 2025

On 10 April 2025 the Financial Conduct Authority (“FCA”) released an Update on the Private Intermittent Securities and Capital Exchange (“PISCES”) following its December 2024 Consultation (CP24/29) (for background information on the Consultation see our post).

The update explains that the majority of responses supported the FCA’s “private plus” approach in the Consultation and on that basis, the FCA does not anticipate making any material changes to the draft PISCES Sourcebook set out in the Consultation. In particular, the FCA will not include the mandatory disclosure “sweeper” model which was put forward for discussion and which would have required PISCES participant companies to disclose information, in addition to the core disclosures, that its directors consider relevant to investors.

That said, the FCA intends to put forward various “technical” changes. These respond to feedback that the PISCES regulatory regime / the new PISCES sourcebook should be more closely aligned with private market practice whilst maintaining proportionate standards appropriate for the PISCES regime. With that in mind, the FCA has set out a table of suggested changes in the update (noting that these are subject to further comment by the FCA).  This should enable potential PISCES operators to develop their draft rulebooks accordingly and engage with potential participants, mindful of these proposed changes.

The regulations establishing PISCES regime as a financial markets infrastructure sandbox are expected to be laid before Parliament in May 2025. The FCA then hopes to publish the final PISCES rules in June 2025 incorporating the changes set out in the update which are to be implemented. The expectation is that the PISCES sandbox will open shortly after the publication of those rules.

The FCA is now open to requests from prospective PISCES operators to provide preliminary feedback on proposed operating models and draft rulebooks and potential operators are encouraged to contact the FCA directly about this at [email protected].

It's great to see this next step in the creation of the new regulatory regime for private securities markets in the UK.

If you would like to discuss this update, please speak to your usual Burges Salmon contact, AJ Venter (Partner, Corporate and M&A), Nick Graves (Head of the Corporate Department) or Charlotte Hamilton (Senior Associate, Corporate and M&A).