PISCES: a new liquidity alternative for private companies

The Private Intermittent Securities and Capital Exchange System, known as PISCES, is the UK’s new regulated platform for trading existing shares in UK and overseas private companies.

It provides an option for shareholders in such companies to sell existing shares during intermittent trading windows. The frequency of these windows is determined by the company, whether monthly, quarterly, annually or on a one-off basis. PISCES has been established under a five-year government regulatory sandbox designed to test new financial market infrastructure.

The London Stock Exchange’s Private Securities Market (PSM) became the first PISCES platform to receive the UK’s Financial Conduct Authority (FCA) approval on 26 August 2025. Its rules were published by the London Stock Exchange on 5 February 2026, and its first auction took place on 25 March 2026.

JP Jenkins became the second operator to receive FCA approval on 18 November 2025 and, on 18 March 2026, JP Jenkins Private Market opened the order window for the first ever PISCES liquidity event.

For private companies and private equity (PE) houses, PISCES offers a compelling route to shareholder liquidity without the cost, complexity or loss of control associated with an initial public offering. We set out below the main features of the market and the practical opportunities it presents.

Key benefits at a glance

The key benefits for private companies, as well PE houses and management teams, include:

• Flexible partial exits – PE sponsors can generate liquidity for fund investors and facilitate secondary sales without a full disposal or an initial public offering (IPO)
• Unlocking value for management – PISCES trading windows can serve as trigger points for exercising Enterprise Management Incentives (EMI) and Company Share Option Plan (CSOP) options, giving management an opportunity to realise value from equity incentives
• Control over who holds shares – companies can restrict who is allowed to buy through controlled trading events and set price floors or ceilings, keeping the companies (and/or sponsors) in charge of the capitalisation table
• Less red tape – a tailored disclosure regime instead of the requirement for a prospectus and full disclosure regime associated with a public listing, with relevant information shared privately with participating investors rather than made public
• Stamp duty exemption – no stamp duty or stamp duty reserve tax on transfers of existing shares on the PISCES platform
• IPO readiness – regular reporting and institutional investor engagement on PISCES can serve as a stepping stone to an eventual public listing.

Why is it of interest to private companies and PE houses?

To date, shareholders looking to sell their shares have largely been limited to trade sales, PE or venture capital (VC) secondary transactions, or an IPO. PISCES provides an alternative by giving founders, early-stage investors and employees a regulated way to sell their shares without the company having to undertake a public listing or find a buyer for the entire business.

HMRC has confirmed that a PISCES trading window can be used as the trigger point for exercising new EMI and CSOP share options. The government has also committed to legislation allowing existing options to be updated so that a PISCES trading event can be structured as a qualifying event permitting exercise of those options. In addition, sales of shares through a PISCES platform are exempt from stamp duty and stamp duty reserve tax.

Who can participate?

PISCES is open to UK and overseas private companies, provided their shares are not already traded on a public market. Private companies don’t need to convert to public company status. Operators of PISCES platforms may, under their own rules, require minimum eligibility criteria and governance standards as a pre-requisite for admission to trading.

On the buyer side, PISCES is open to defined categories of eligible investors. These include institutional and professional investors, high net worth and sophisticated individuals, self-certified or certified sophisticated investors under the Financial Promotion Order (FPO), as well as company employees and directors and certain trustees.

Lighter disclosure regime

PISCES doesn’t replicate the extensive disclosure obligations associated with listing and primary fundraising on a public market and doesn’t operate a public-style market abuse regime. Instead, PISCES requires private companies to share a defined set of ‘core information’.

Operators of PISCES platforms may require additional disclosures where core information would be insufficient for investors to make informed decisions. The level of detail broadly reflects what a buyer would expect in a private transaction and includes a business overview, financial information, ownership structure, key contracts and material risks. Importantly, disclosures and pre- and post-trade transparency must be shared with all investors participating in a PISCES trading event but are not required to be made public, remaining within a ‘private perimeter’.

Strategic considerations

For private companies, PISCES provides a genuine route to shareholder liquidity without the immediate need for an IPO. It allows the business to continue growing on its own terms while building investor relationships and a governance track record that will make any future public listing an easier and smoother process. It can be a stepping stone to an IPO.

For PE houses, PISCES offers a way to generate returns for fund investors without having to choose between selling the entire business or taking it to public markets. PISCES can also be used to help management teams realise value from their equity or to bring in co-investors on carefully managed terms. Potential tax savings, reduced regulatory overheads and the ability to control who participates in the trading event make it a valuable tool in the PE exit playbook.

Looking ahead

As awareness of and interest in PISCES increases, it will be interesting to see how many private companies decide to use it and what role it ultimately plays. Will it result in more companies remaining private for longer, or lead to more IPOs?

Over the next five years, the FCA will assess whether PISCES has attracted enough interest and confidence to become a permanent part of the UK stock markets. If successful, the PISCES rules may develop further, for example by opening the platform to a wider pool of investors or expanding the types of securities that can be traded.

This article is provided for informational purposes only and reflects our understanding of the applicable law and practice as of 31 March 2026. It does not constitute legal advice and professional guidance should be sought in relation to any specific matter.