What is PISCES? 

The Private Intermittent Securities and Capital Exchange System (PISCES) is a platform, which if launched, will allow private companies to trade their securities in a controlled environment and on an intermittent basis.  

We understand that PISCES will incorporate elements from public markets (such as multilateral trading without any requirement for a share purchase agreement) and elements from private markets (such as greater discretion on what information should be disclosed - although of course institutional investors will have their own due diligence requirements which may limit the extent to which companies can exercise this discretion).

The detail on PISCES is contained in a consultation launched by HM Treasury (HMT) earlier this month Private Intermittent Securities and Capital Exchange System (PISCES): Consultation - GOV.UK (www.gov.uk).

The background

PISCES forms part of the government's broader plan to reform UK equity capital markets and increase the number of companies listing in the UK.

Last year the Chancellor in his Mansion House speech trailed the introduction of PISCES and commented that: “in a highly innovative step which represents a global first, we will establish a pioneering new “intermittent trading venue” that will improve private companies access to capital markets before they publicly list. This will be up and running before the end of 2024, and put the UK at the forefront of capital market innovation.”


PISCES is intended to:

  •  provide a standardised way for shareholders in private companies to realise their gains
  • allow companies to rationalise their shareholder base by providing their early investors an exit route and
  • enable investors to access companies that are not yet operating on public markets.

Existing investors in private companies in the UK will hopefully provide feedback to HMT on these proposals. We note that a wide range of institutional investors already hold securities issued by private non-traded companies and that existing companies can already rationalise their shareholder base either by a purchase of own shares or by a sale to continuing shareholders. So testing the market demand for PISCES will be key. 

The government has made it clear that it believes that PISCES will form an important part of the UK’s offer to companies seeking to grow and list in the UK. Will issuers and investors agree?

Will a private company be able to raise capital on PISCES? 

No. Despite the reference to accessing capital markets in the Mansion House speech, PISCES will not act as a capital raising platform. Instead it will simply facilitate trading in existing shares.

Will PISCES be restricted to private companies only?

Yes. The consultation makes it clear that: “Only shares in companies whose shares are not admitted to trading on a public market in the UK or abroad can be traded on PISCES. This includes UK-based private and public limited companies (PLCs) and overseas companies.” 

Can anyone purchase shares on PISCES?

No. HMT's current position is that: “There will be restrictions on the categories of investors that can trade on PISCES. For example, most retail investors will be prohibited from trading at least during the trial phase of this platform given the greater risks associated with buying shares that are not listed or admitted to trading on a public market.” 

The technical aspects

The consultation explains that “PISCES provides a regulatory framework for the intermittent trading of private company shares on a multilateral system, with an accompanying bespoke disclosure regime that reflects the periodic nature of trading. Under this framework, PISCES would accommodate ‘trading windows’ at defined intervals, such as monthly or quarterly, providing investors with opportunities to trade their shares. The tailored regulatory regime would provide investors protections that unregulated off-venue bilateral trading would otherwise not afford, such as a clearer price formation process, a clear legal framework and regulatory oversight, and robust investor protection.”

Look out for the PISCES sandbox.

When is it being introduced?

In theory by the end of 2024 although the UK election will in all likelihood impact that timeline.

Next steps: responding to the consultation

Responses to the PISCES consultation should be sent to PISCES@hmtreasury.gov.uk by 17 April 2024.

How can we help?

If you would like to discuss PISCES and what it might mean for your company or your platform, please speak to your usual contact at Burges Salmon or Nick Graves, head of the firm's Corporate Department.