On 10 June 2025, the Financial Conduct Authority (FCA) published a policy statement, PS25/6, setting out the final rules for its new Private Intermittent Securities and Capital Exchange System (PISCES). It also published an accompanying press release.

Background

The FCA consulted in December (in CP24/29) on its proposed regulatory regime for PISCES, a new type of share trading platform which will allow buyers and sellers of shares in private companies to trade those shares during intermittent trading periods. The platform will be delivered through a sandbox, which will allow the FCA to test the design before finalising a permanent regime in 2030. 

HM Treasury laid the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 (the Regulations) on 15 May 2025, establishing the legal framework for PISCES.

Final rules

PS25/6 sets out the FCA’s final rules for the PISCES sandbox arrangements, covering topics including:

  • Operator requirements relating to disclosure arrangements: PISCES operators must require PISCES companies to disclose certain core information when using their PISCES platform. This is supplemented by a requirement for operators to have arrangements to provide additional information balances (with minimum disclosure standards for all PISCES operators as well as the flexibility to tailor disclosure arrangements so they are suited to the type and nature of companies and investors on their platform).
  • Operator requirements in relation to organising and running trading events: These requirements, which the FCA says will be key to maintaining fair and orderly markets on PISCES, relate to: price parameters; permissioned trading events (i.e. where operators can allow companies to set restrictions on who can buy and sell their shares); public trading event notifications; pre and post trade transparency data; complaints procedures and disciplinary arrangements; and the inclusion of a PISCES Market Risk Warning on any disclosure information.
  • Operator requirements regarding market manipulation and oversight: PISCES operators will be required to implement rules and measures that detect and prevent manipulative trading practices on their platforms, and to provide a comprehensive assessment of their rules and arrangements for detecting and preventing manipulative trading practices. There are also related notification and record-keeping requirements as well as guidance reminding PISCES intermediaries of existing expectations to protect market integrity and counter the risk of financial crime.
  • Trading intermediary requirements in relation to promotion and distribution: These rules are intended to provide consumer protections to help eligible retail investors identify investments that suit their circumstances and attitude to risk. They allow for a variety of PISCES operator business models but they currently only reflect an intermediate model where investors do not interact directly with a PISCES operator, so the FCA notes that if an operator applies to the sandbox intending to engage directly with investors then the PISCES sandbox rules may need to be modified.
  • The modified application of Handbook rules and guidance: The FCA provides guidance on how existing rules and guidance in the Handbook apply to persons when they are participating in PISCES, and also modifies how existing rules will apply to the PISCES sandbox arrangements.
  • Fees for PISCES operators, including application fees.

Next steps

The PISCES sandbox is now open, and the FCA says shares are likely to be traded later in 2025.

The FCA advises firms that:

  • Prospective PISCES operators can continue to request pre-application support, by contacting the FCA for preliminary feedback on their proposed operating models and draft rulebooks.
  • Prospective PISCES operators who are not yet authorised and need to apply for a new permission, or those who need to vary an existing permission to be eligible to apply to operate a PISCES, can use the FCA Authorisation team’s Pre-Application Support Service (or ‘PASS’) to discuss those applications.
  • Prospective PISCES operators can now submit a complete application for a PISCES Approval Notice (or ‘PAN’).

Proposals for PISCES operator annual periodic fees will be consulted on in the FCA’s annual fees policy consultation paper in November 2025.