Unlocking liquidity in private markets: An overview of the UK’s new PISCES regime

This article was first published in Startupbusiness on 18 February 2026

‍What is PISCES?

The Private Intermittent Securities and Capital Exchange System (PISCES) is an innovative new platform for the trading of shares in private companies. PISCES is a regulated private stock market that enables intermittent, secondary trading of shares in UK and overseas private companies, developed collaboratively between HM Treasury, the Financial Conduct Authority (FCA) and the London Stock Exchange (LSE). Unlike traditional public markets, PISCES will not allow companies to raise new capital through the issuance of new shares. It is strictly a secondary market, enabling shareholders to sell their existing shares to specified categories of investors.

What has happened so far?

To test the regulatory framework for PISCES, the FCA is running a sandbox until June 2030, enabling it to refine the model and, depending on outcomes, either terminate the sandbox or make it permanent at a later stage. The FCA opened the sandbox in June 2025 and published a set of rules for entities hosting a PISCES platform. In August 2025 the LSE was the first PISCES operator approved by the FCA, followed by JP Jenkins who was, in November 2025, also given approval to operate a trading platform under the sandbox. On 5 February 2026, the LSE published the Private Securities Market Rules and Private Securities Market Handbook applicable to its PISCES platform, the Private Securities Market (PSM), which supplement the core regulatory framework in the FCA’s Sourcebook.

Which companies may have their shares traded on a PISCES platform?

Both UK and overseas private companies can have their shares traded on PISCES platforms, provided they are not listed on a public market in the UK or abroad. Whilst the PISCES rules do not contain additional corporate governance requirements for PISCES companies, operators of platforms may (under their own rules) require minimum governance standards as a pre-requisite for admission to trading.

How is this different from AIM or Aquis?

Unlike AIM or Aquis, PISCES allows intermittent trading rather than continuous trading, meaning companies maintain privacy and flexibility. In addition, as noted above, PISCES is a secondary market only and will not enable companies to raise new capital through the issue of new shares.

Who can buy and sell shares on PISCES?

The following categories of investors will be able to purchase shares on PISCES platforms:

• institutional investors;
• high-net-worth individuals;
• sophisticated investors; and
• employees, officers and consultants of participating companies.

Retail investors are generally excluded, reflecting the framework’s focus on professional market participants. Subject to any applicable contractual restrictions, all existing shareholders of PISCES companies will be able to sell their shares as part of relevant trading events.

How will PISCES trading events work and what information do companies need to disclose?

Each PISCES platform approved by the FCA will run intermittent trading windows with the following key features:

• Intermittent is defined as “occasional, not frequent and of limited duration”, which in practice will likely mean monthly, quarterly, annually or ad-hoc; and
  
• companies will be able to:
  
  • choose when and how often to open trading windows, offering flexibility and control over liquidity events;
  • set a floor and ceiling price for the sale of shares; and
  • restrict access to trading events in order to promote or protect the legitimate interests of the company (e.g. allowing them to tailor access to specific investor profiles or exclude competitors).

Participating companies are not subject to the full disclosure obligations applicable to UK listed companies, but must instead provide a set of core information ahead of each trading event, including:

• a business and management overview and financial statements;
• details of share capital, material shareholders and any employee share schemes; and
• information about material contracts and key material risk factors specific to the company and its shares.

Operators of PISCES platforms have discretion to require additional disclosures if this core information is insufficient for investor decision-making.

The PISCES rules require operators to make arrangements for the secure disclosure of information by companies. In practice, investors will likely access information in a similar way to electronic data rooms used in private M&A transactions (PISCES operators may outsource the operation of these arrangements). For example, in the case of the LSE’s PSM, companies must upload all disclosures to the PSM Disclosure Portal, with investor access managed through third-party Registered Auction Agents who verify investor eligibility and permission access to information. Any communications made by a company outside the PSM Disclosure Portal do not form part of the disclosure arrangements.

What are the tax implications?

Transfers of shares on PISCES are exempt from UK stamp duty, which would otherwise be charged at 0.5% of the consideration on private share transfers. The UK government has also indicated that further legislation will be introduced to ensure that Enterprise Management Incentives (EMI) and Company Share Option Plan (CSOP) contracts can be amended, such that PISCES trading events will be exercisable events without losing relevant tax advantages.

What are the potential advantages of PISCES?

For investors, PISCES presents a compelling alternative way to buy stakes in unlisted companies in a regulated, efficient and cost-effective manner. It provides investment opportunities in high-growth private companies that were previously accessible only through private fundraising rounds and improves liquidity by allowing existing investors to exit positions more flexibly than in traditional venture capital-backed companies.

PISCES offers companies a flexible route to provide shareholder liquidity without the burdens of a public listing. It enables businesses to manage their capitalisation tables more effectively – allowing early investors to exit and new strategic investors to buy shares – while retaining control over disclosure levels, investor eligibility and trading frequency. Participation in PISCES may also serve as a preparatory step toward an IPO, helping companies build governance and transparency practices in a regulated environment and provide increased credibility with potential institutional investors.

Preparing for what comes next

PISCES reflects broader trends in capital markets reform with governments and regulators seeking to find ways to bridge the gap between private and public markets. In line with the longstanding strategic ambition of the UK to channel more investment into private companies, PISCES may encourage institutional investors (e.g. pension funds) to invest more in shares traditionally viewed as illiquid, high-risk assets.

Looking ahead, an important question will be whether PISCES will act as a “stepping-stone” to a full listing and result in more IPOs or have the opposite effect by giving companies another option to provide shareholder liquidity thereby incentivising them to remain private for longer. More importantly, the success of PISCES will ultimately depend on how many companies decide to use it. Early adoption by one or more high-profile private companies would be a positive sign and, as we begin 2026, it will be interesting to gauge the level of interest as awareness of the platform grows.    

This publication is intended for general guidance and represents our understanding of the relevant law and practice as at February 2026. Specific advice should be sought for specific cases.

If you would like any further information or to discuss a specific matter, please do not hesitate to contact Adam Kuan, Paul Keohane, Nina Searle or Joe Gallon in TLT’s Corporate team using the contact details below.

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