Everything you need to know about the PISCES regulatory framework
In 2025, the UK is set to introduce PISCES — Private Intermittent Securities and Capital Exchange System — a new financial and regulatory framework designed to create a regulated market for trading private company shares.
This initiative aims to offer liquidity options in secondary shares for investors and companies, without the need for businesses to commit to an IPO. In essence, it functions as an intermediary means of generating liquidity for shareholders, as non-listed companies stay private for longer.
In this article, we’ll break down what PISCES is, how it will work in practice, and explain everything you need to know ahead of its formal launch in late 2025.
What is PISCES?
PISCES is a brand-new financial framework in the UK, designed to facilitate a regulated market for the trading of private company shares.
This is part of a broader effort to make the UK a more attractive market for high-growth businesses and investors.
Why is PISCES being introduced?
Companies are staying private longer and raising multiple rounds of private funding before even considering an IPO. There are a number of reasons for this, though the main reason is there are simply more funds available now, with more capital available to deploy than ever before.
This — combined with the fact that investors are looking for more late-stage (and less risky) investments — means that larger companies are finding it easier to raise large amounts of capital, thereby avoiding the regulatory burden of becoming a publicly listed company.
This trend has created a liquidity gap for early investors, employees, and founders who want to achieve returns without waiting for a public listing or acquisition, both of which are taking longer to be realised.
To tackle these challenges, successive governments commissioned a series of reviews including the Hill Review and subsequently the Edinburgh Reforms.
PISCES is the culmination of these reviews, and is designed to address this gap by offering a regulated market for secondary sales of private company shares. In theory, this will help boost liquidity in the UK market for shareholders, whilst also opening up access to promising private companies for new primarily institutional investors.
How PISCES differs from existing secondary markets
Secondary share markets are not a new thing, with options for private markets already existing including the likes of JP Jenkins and Asset Match, which offer the trading of private securities.
However, there are some key points of difference to be noted.
Firstly, unlike traditional stock and secondary markets which allow continuous trading of public company shares, PISCES trades will take place within pre-determined intermittent windows.
Another difference to traditional secondary markets — which play a valuable role in facilitating liquidity through brokered deals or specialist platforms — PISCES is being developed within a FCA-regulated sandbox.
Finally, trades made within the PISCES framework will be exempt from stamp duty to incentivise trading on the platform.
How PISCES differs from existing secondary markets
- Intermittent vs. continuous trading: PISCES events are periodic and driven predominantly by companies, rather than open for ongoing trades.
- Regulatory structure: PISCES is a government-backed initiative with tight FCA oversight, providing a consistent framework for disclosures and governance.
- Stamp duty exemption: Trades made through PISCES will not be subject to stamp duty, offering potential savings for investors and, crucially, reducing the administrative burden of transacting.
Who can use PISCES?
PISCES is designed for private companies that want to offer liquidity to existing shareholders — and for eligible investors who meet the necessary regulatory criteria.
Access is limited, and deliberately so, in order to maintain focus in this new market.
Eligible companies
To participate, a company must:
- Be privately held, with no current listing on a UK or overseas public market.
- Meet the admission standards set by the PISCES platform they apply to — such as governance, financial track record, or disclosure readiness.
Companies can include:
- UK private limited companies or unlisted PLCs.
- Private overseas firms that wish to offer shares to UK-based institutional investors.
And whilst it is not a requirement, it’s anticipated that companies using PISCES will be considering a full listing later in their growth journey.
Eligible investors
Investor access is restricted to maintain a professional, well-informed market environment.
These include:
- Institutional investors: e.g. pension funds, venture capital, private equity, family offices.
- High-net-worth individuals and self-certified sophisticated investors, as defined in the Financial Promotion Order 2005.
- Employees of companies trading on PISCES, including current and former staff with share options or equity.
Because PISCES is highly regulated, it will not be open to general retail investors.
How will PISCES work with existing schemes?
PISCES is a secondary liquidity market, so it complements existing early-stage investment schemes rather than being a like-for-like replacement. It simply offers an additional route to liquidity.
For example, let’s examine how it may interact with the SEIS/EIS schemes. The Seed Enterprise Investment Scheme (SEIS) and Enterprise Investment Scheme (EIS) provide tax reliefs for investors who subscribe to new shares in qualifying early-stage companies.
PISCES is focused on secondary sales — so whilst it doesn’t offer those upfront income tax or capital gains tax reliefs, it could be an important exit route for EIS/SEIS investors. Albeit, this comes with the caveat that the minimum holding period (usually three years) must be met.
This is confirmed in the HM Treasury consultation outcome, outlining that investors will be able to sell EIS/SEIS shares via PISCES, provided they meet the relevant conditions. Selling too early would still result in the loss of EIS/SEIS relief, as with any other form of disposal.
And as previously highlighted, PISCES also has its own tax benefit (of a kind) via the stamp duty exemption.
PISCES implementation timeline
Since the Labour government entered office, progress on PISCES has accelerated rapidly. And it’s possible that we could even see trades occurring before the end of 2025, though this depends on FCA approval.
Here’s the PISCES implementation timeline so far, plus our projected timescales based on Government and FCA commentary:
- March–April 2024: HM Treasury launches consultation on the PISCES framework.
- November 2024: Government publishes consultation outcome and draft legislation; confirms stamp duty exemption.
- December 2024 – February 2025: FCA consults on proposed PISCES rules (CP24/29).
- April 2025: FCA issues post-consultation update; opens pre-application support for platform operators.
- May 2025 (expected): Government will present legislation before Parliament to formally approve the PISCES sandbox.
- June 2025 (expected): The FCA is expected to publish its Policy Statement in June 2025.
Once launched, PISCES will initially operate as part of the UK’s Financial Market Infrastructure (FMI) sandbox, established by the Financial Services and Markets Act 2023.
The sandbox will run for up to five years with the FCA supervising activity to ensure fair conduct and gather data. Following this period, the government will decide whether to transition PISCES into a piece of permanent regulation.
Where can I read more on PISCES?
PISCES is a world-first initiative — and one being closely watched by markets and policymakers around the world. We will also be following the developments at PISCES closely, so do sign up to our newsletter to ensure you get the latest information first. Slaughter & May also has a great piece of content that’s worth checking out.
The Government and the FCA have also commented extensively on PISCES, which you can read in the following places:
Discover our data.
Get access to unrivalled data on the companies you need to know about, so you can approach the right leads, at the right time.
Schedule a conversation today to see all of the key features of the Beauhurst platform, as well as the depth and breadth of data available.
We’ll work with you to build a sophisticated search, returning a dynamic list of organisations that match your ideal customer profile.
Beauhurst Privacy Policy