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London Stock Exchange releases Market Notice on Private Securities Market

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In anticipation of the London Stock Exchange Group plc (LSE) launching its new Private Securities Market (pending regulatory approval later in 2025), on 26 June 2025 the LSE released Market Notice N05/25 to explain their suggested changes to the Rules of the London Stock Exchange (the Rules) and the trading system to accommodate its Private Securities Market.

This is another step towards the LSE becoming an operator of a PISCES (“Private Intermittent Securities and Capital Exchange System”) platform. PISCES is an framework designed to allow for the trading of private company shares and has been developed over several years by the Government and the Financial Conduct Authority (FCA) as well as the LSE.

This Market Notice follows the opening of the PISCES sandbox and the publication of the FCA’s final PISCES rules on 10 June 2025 (as further explained here) and marks another milestone towards private companies being able to use a platform for the trading of their shares, which is expected in Autumn 2025.

A summary of the key updates is set out below and remain subject a consultation before being finalised.

  • Restrictions on member firms from participating in manipulative trading practices on the Private Securities Market, with guidance to support compliance with these restrictions. Given UK MAR will not apply to PISCES, these restrictions will be in place to ensure that there is nonetheless an orderly market.
  • Requirement on member firms to register as a Registered Auction Agent (RAA) to access the Private Securities Market.
  • New rules for the conduct of the RAAs to include:
    • responsibilities for allowing investor access to the LSE’s Private Securities Market Disclosure Portal (an online communication tool operated by the LSE to allow PISCES companies to disclose information to interested parties); and
    • the steps which need to be taken before entering orders in an auction on behalf of a PISCES investor or on behalf of another RAA acting for a PISCES investor. The example which is given is of an RAA who holds a client relationship with a selling investor and is therefore responsible for checking that such investor holds the shares in the relevant PISCES company before entering the sell order.
  • Under the PISCES market model, member firms are not subject to the transaction reporting requirements of public markets. Accordingly, member firms will not be able to submit trade reports (whether on Exchange or OTC) in the Private Securities Market. All trades conducted in this market will be as a result of auction uncrossings on the Private Securities Market order book.
  • Securities admitted to the Private Securities Market will be settled bilaterally in CREST.
  • The guidance to Rule 5070 (Request to buy-in) will be amended to exclude Private Securities Market securities from buying-in to limit the ability to short sell in Private Securities Market securities. The RAAs will be responsible for ensuring that trades in Private Securities Market securities are settled in accordance with existing settlement rules.

To accommodate the Private Securities Market, there will also be changes to the MIT market structure. For example, there will be a new Market Identification Code, XPVT, and a new trading service and cycle will be embedded on specific days of the calendar (the draft auction schedule is the 1st and 3rd Wednesday of each month).

Further, trading will be in the form of an extended, daytime auction with a single uncrossing setting the execution price for all trades. The auction will open at 07:50 and the initial uncrossing will be scheduled for 15:00. Auction logic will allow orders to be submitted within a company’s defined lower and upper price band and the mid-point of this price band will form the basis from which auction extensions are triggered. Auctions can be subject to up to 5 Price Monitoring Extensions (PMEs) and if, at the end of the 5th PME, the auction has not met the volume or consideration tolerances, then no sales will take place.

For further information about this Market Notice or the new PISCES framework, please contact  AJ Venter (Partner, Corporate and M&A), Guy Francis (Director, Corporate and M&A) or Charlotte Hamilton (Senior Associate, Corporate and M&A).