UK: FCA publishes final rules for PISCES secondary market

Why should I read this?

On 10 June 2025, the Financial Conduct Authority (FCA) published Policy Statement PS25/6, setting out the final rules for the Private Intermittent Securities and Capital Exchange System (PISCES). PISCES is a new type of regulated trading platform for the intermittent trading of existing shares in private companies.

The FCA has not made material changes to the draft rules it published for consultation in December 2024. Various technical changes have, however, been made to the final rules in response to consultation feedback. These changes are consistent with the interim statement that the FCA published in April, and are intended to align PISCES platforms more closely with private market practice, whilst maintaining what the FCA considers an appropriate level of investor protection. 

Background

PISCES will operate as a regulatory sandbox (to allow the FCA to test the design) for an initial five year period. The final Regulations creating the legal framework to establish PISCES and giving the FCA the powers to support the implementation and operation (PISCES Regulations) were made in May 2025 and came into force on 5 June 2025. For further details and background, including the companies that will be able to trade their shares on PISCES platforms and investors that will be eligible to participate in a trading event, read our recent briefing: UK – Government legislates to establish PISCES platforms.

We commented on the draft FCA rules in our briefing: FCA sets out its proposed framework for PISCES, the new regulated trading platform to trade shares in private companies.

What do the FCA rules cover?

The FCA rules cover, amongst other things, the rules for the disclosure of information by PISCES companies, how PISCES operators must organise and run trading events and the role of PISCES operators in monitoring trading on their platforms.

The FCA rules also include consumer protection measures to help eligible retail investors identify investments that suit their circumstances and attitude to risk. 

The Policy Statement includes at Appendix 1 the PISCES Sourcebook Instrument (which sets out the PISCES operator rules and guidance). There will also be consequential amendments to other sections of the FCA Handbook.

The relevant rules for each PISCES platform will be set by PISCES operators, and such operators will have to demonstrate compliance with the relevant FCA rules in order to be authorised to operate a PISCES platform.

We highlight below the aspects of the regulatory framework that will be of interest to companies that may be interested in trading their shares on a PISCES platform, and to investors who may look to participate in a PISCES trading event.

Disclosure of information

Chapter 2 of the Policy Statement sets out the disclosure regime for PISCES platforms, highlighting the areas where the FCA has made changes to the consultation draft.

The FCA notes that respondents to the consultation generally supported the proposals outlined for the disclosure of information by PISCES companies, consisting of core disclosures supplemented by a requirement for PISCES operators to have in place arrangements for the disclosure of additional information where required for the efficient and effective functioning of the platform. The FCA has maintained this general approach in the final rules.

Core disclosures

In response to feedback, the FCA has streamlined and clarified a number of the core information disclosure requirements with a view to aligning these to private market practice. Disclosures will include a business and management overview, financial information, capital structure, directors’ transactions, details of major shareholders, key material risk factors and significant changes in the financial position of the company.

Respondents agreed that disclosure of the trading intentions of the directors of the PISCES company would provide useful transparency, given that the UK’s insider dealing regimes will not apply. The final rules clarify, however, that disclosures relate to the directors’ intentions in advance of the trading event, so a company is not required to update its disclosures if those intentions change after a trading event begins.

Forward-looking statements

The PISCES disclosure liability regime applies a negligence standard to core information disclosures and a higher recklessness/dishonesty standard for some forward-looking statements. Under the draft rules, forward-looking statements would have included financial forecasts and business strategy and objectives covering the next 12 months. However, in response to feedback, the FCA is removing forward-looking information on financial forecasts and business strategy from the core disclosure regime. Accordingly, the FCA will not specify any information as being forward-looking for the purposes of the liability regime in the PISCES Regulations.

Disclosure of additional information

The FCA is retaining a flexible approach to the disclosure of additional information by PISCES companies. Respondents did not favour a mandatory ‘sweeper’ model which would have required a PISCES company to disclose any information, in addition to the core disclosure requirements, that the directors considered to be relevant to investors. PISCES operators will have to explain why they consider their disclosure arrangements to be appropriate in their sandbox application.

Trading events

The FCA note that most consultation respondents agreed with the overall proposed requirements for organising and running PISCES trading events in accordance with the PISCES Regulations. This includes:

• Price Parameters: Companies may set floor/ceiling prices. Disclosure of the valuation basis is required.
• Permissioned Events: Companies can restrict investor access based on legitimate commercial interests (eg to prevent competitors from buying shares).
• Transparency: Pre-and post-trade data must be published, including bid/offer prices and executed trades.

Chapter 3 of PS 25/6 clarifies the FCA’s policy intentions, but the FCA is not making any significant changes to the approach to trading events set out in the consultation.

Market manipulation and oversight

The FCA have largely maintained their approach as set out in the consultation. The FCA will require PISCES operators to put in place rules and arrangements to mitigate the risk of manipulative trading practices occurring. Operators will be responsible for monitoring, investigating and acting against abusive trading behaviours. As noted, PISCES will not have a civil or criminal insider dealing regime.

Next steps

The PISCES Sandbox is now open for applications from prospective PISCES operators. Prospective operators can also request pre-application support from the FCA. We may see the first shares traded on PISCES platforms later in 2025.

Companies that are interested in using PISCES platforms to trade their shares should consider in particular the disclosure regime for PISCES platforms detailed at Chapter 2 of the FCA Policy Statement, and their readiness to meet those requirements.

Further reading

• FCA Policy Statement PS25/6: Private Intermittent Securities and Capital Exchange System: Sandbox Arrangements
• FCA press release
• FCA webpage: PISCES: platforms for trading private company shares | FCA
• FCA webpage: PISCES Sandbox: apply to run a platform | FCA