PISCES: What international companies and investors need to know

PISCES trading venues will operate secondary markets for the trading of existing shares only but will not permit any new capital to be raised.

Companies participating retain a high degree of control over how trading is conducted. This includes setting the timing and frequency of trading events, defining pricing parameters (by setting floors and ceilings), limiting trade sizes, and determining participant eligibility with the option to exclude specific groups, such as competitors.

Only “eligible investors” may buy shares (see “Do you need to be based in the UK to be an investor?” section below) and all trades must be executed through regulated financial intermediaries, who are responsible for verifying that investors meet the eligibility criteria before processing orders.

PISCES operates under a bespoke “buyer beware” disclosure regime, which significantly reduces disclosure obligations compared to public markets.

Share buybacks will not initially be permitted, although this may change in the future.

Trading venues to be established under the PISCES regime will not be dissimilar to other secondary platforms such as Nasdaq Private Market, Nasdaq Dubai Private Market and Forge Global.  These markets offer continuous or event-based trading of private shares often driven by investor demand.  Notably a number of valuable US privately-owned companies such as SpaceX use existing secondary platforms from time to time to rationalise their shareholder base and provide increased liquidity in a cost-effective manner.

As noted above PISCES trading venues will be looking to differentiate themselves from other liquidity platforms on the basis that their participating companies will retain significant control over the timing of trading windows, the eligibility of investors and also the pricing parameters for events, whilst operating within a standardised regulatory framework requiring only reduced disclosure during the intermittent trading windows.

No, UK and international companies that do not have shares admitted to trading on a public market in the UK or abroad are eligible to participate.

However, non-UK companies will need to consider the impact of any local securities laws on trading. 

No, provided you are an “eligible investor”, being one of the following types of investor:

• institutional investors;
• high net-worth individuals;
• certified or self-certified sophisticated investors; or
• employees, officers, and consultants of the participating company or its immediate group.

Whilst investors do not need to be UK based, international investors will need to consider the application of local securities laws. For EU based investors it should be noted that the shares of participant companies are unlisted securities as PISCES trading venues are not “regulated markets” under MiFID II.

It is expected several providers will operate trading venues under the PISCES framework.

Currently, only recognised investment exchanges and certain other firms established in the UK with the necessary permissions are eligible to apply to become an operator of a PISCES trading venue. On 26 August 2025, the London Stock Exchange became the first approved operator of a PISCES trading venue, and has now published its rules. The LSE’s venue is called the “Private Securities Market” and is anticipated to go live before the end of 2025. In anticipation of this, the LSE is encouraging any potential investors and participating companies to register their interest with them.

To reduce the burden on participating companies, PISCES significantly streamlines disclosure obligations associated with public capital markets, requiring only core information to be disclosed including:

• business and management overviews
• financial statements and information about significant changes since the date of the latest published information
• capital structure
• employee share schemes
• directors’ transactions and their trading intentions for trading events
• material contracts
• material company-specific risks

The centralised disclosure obligations will be overseen by the PISCES operators and template risk warnings are expected to be used.

There will be no additional mandatory corporate governance requirements beyond those in the Companies Act 2006 (for UK incorporated companies) or applicable local law of incorporation requirements for international companies.  However, PISCES operators may impose their own admission requirements.

Participating companies will be liable to investors who suffer loss due to false or misleading information published on a PISCES trading venue. For “core information” the company needs to take reasonable care to ensure the accuracy of the information (i.e. negligence test). However, for any additional information (either required by the PISCES operator or provided voluntarily) the company will only be liable to investors if the information was known to be untrue or was provided in a reckless manner (i.e. fraud / recklessness test).

The way in which disclosures will be made available in practice will vary between trading venues. However, it is likely most PISCES operators will utilise some form of permissioned disclosure portal (similar to virtual data rooms) to enable secure information sharing between participating companies and eligible investors as is being used for the LSE’s Private Securities Market.

The FCA has said that PISCES could be a stepping stone to an IPO for companies, however PISCES is intended to be a ‘private plus’ market (rather than ‘public minus’) and so the foundations of its regulations sit within the private companies’ framework.

Key differences compared to public markets include:

• PISCES trading venues can only be used for secondary trading, not for fundraising;
• there are limitations on who can buy shares;
• shares are to be traded intermittently in restricted trading windows rather than continuously;
• there are less onerous disclosure obligations;
• the UK Market Abuse Regime does not apply; and
• the Takeover Code will not apply solely by virtue of a company’s shares being traded on a PISCES trading venue.

Transactions will be exempt from Stamp Duty and Stamp Duty Reserve Tax (mirroring the position for shares of AIM companies). However, international companies and investors will need to consider the application of local tax laws (such as capital gains or withholding tax) and their application to cross-border transactions.

In the UK, the tax authority has published draft legislation to enable PISCES trading events to qualify as an exercisable event for Enterprise Management Incentives and Company Share Option Plans, such that the tax advantages offered by those schemes applies to a PISCES trading event.

International companies, however, will need to assess the impact of trading on PISCES on any tax advantaged option plans or share valuation regimes under local law.