FCA finalises PISCES framework

What does this mean?

PISCES is a new type of private stock market that allows intermittent trading of private company shares. Access to PISCES will be limited to institutional investors, high-net worth individuals, sophisticated investors and employees of participating companies. PISCES will be operated via the PISCES sandbox, which was implemented following the Government’s laying of the final statutory instrument on 5 June 2025. 

An aim for PISCES is to provide an efficient and transparent complementary solution to private market transactions which can also support companies to grow and reach the point of initial public offering. The FCA therefore has elected to use private markets requirements, rather than public markets standards, as the starting point for the PISCES sandbox framework.

The FCA notes respondents to CP24/29 were broadly supportive and so has confirmed it will proceed with the majority of its proposals as consulted. However, the FCA  notes it will make a series of technical changes to reflect specific industry feedback. The finalised framework will have the following key elements:

A tailored disclosure regime

PISCES operators’ rules will require companies to disclose a set of core information to investors participating in a PISCES trading event. This would be supplemented by a requirement for operators to have arrangements to require or enable companies to provide additional information considered relevant for investors’ decision making. 

The FCA notes respondents were supportive of implementing core disclosure requirements but considered the FCA’s proposals as overly burdensome for private companies. The FCA therefore has streamlined and clarified its core disclosure requirements. Changes to the proposals include: not extending disclosure requirements to major shareholders’ transactions, removing litigation and sustainability disclosures, excluding disclosure of contracts in the ordinary course of business and only requiring an ‘overview’ of material contracts or agreements, removing disclosures on significant acquisitions or disposals, and no longer mandating forward-looking information disclosures. 

The FCA also confirms it will no longer take forward proposals to mandate a ‘sweeper model’ for disclosure of additional information beyond the core disclosure requirements, due to feedback it would be too onerous for PISCES operators and companies. The FCA will retain flexibility for PISCES operators to determine the additional information required; however, operators will be required to explain why they consider their disclosure arrangements to be appropriate in their sandbox application. 

The FCA is also removing the requirement for PISCES operators to have rules to ensure disclosures are made available in an easily analysable, concise and comprehensible form, instead relying on market practice to deliver clear disclosures for investors. 

PISCES companies will be permitted to set floor/ceiling prices for their PISCES shares (‘price parameters’) but must include in their core information disclosures a range of details about how the valuation was determined. Operators may choose to set additional requirements if they deem it appropriate for their market. 

Operational requirements on PISCES operators

The FCA confirms it expects PISCES operators have proportionate oversight arrangements in place to monitor companies’ compliance with disclosure rules, have arrangements for handling investor complaints, be able to take disciplinary action against companies breaching their disclosure rules, and notify the FCA where they know or suspect companies’ disclosures could constitute as giving misleading impressions. 

Operators will be able to permit PISCES companies to restrict access to a trading event (a ‘permissioned trading event’), provided they have a clear process by which a company may restrict a member or participant from participating in a trading event, and only permit non-discriminatory restrictions that are based on objective criteria (e.g. a PISCES company’s legitimate commercial interests). 

The FCA confirms that PISCES operators will be required to have complaints and disciplinary action procedures, and must be able to postpone, suspend or terminate a trading event. The FCA has amended its consultation proposal to disapply MAR 5.6A.1R(1) due to feedback that this may unnecessarily discourage operators from taking necessary action to suspend or remove PISCES shares from trading. 

PISCES operators will also be responsible for monitoring, investigating and acting against manipulative trading practices on their platform, and must notify FCA of breaches of rules relevant to manipulative trading or criminal conduct. The FCA is not prescriptive on exactly what these arrangements should be, allowing operators to establish arrangements suitable for their market. These will be assessed by the FCA as part of the sandbox application.

A bespoke trade transparency regime

PISCES operators will need to implement pre- and post-trade transparency rules to ensure fair and orderly markets. This includes bid and offer prices, depth of trading interest, price, volume and time of transaction.

The FCA confirms it will not specify a method by which PISCES operators must disseminate transparency data, but reiterates these must be robust. 

Risk warning

PISCES operators will be required to include a Market Risk Warning as part of any disclosure information they disseminate on their platform to reflect the higher investment risk of the trading. This will need to be displayed prominently to ensure it is brought to the attention of all PISCES investors.

The Risk Warning will need to include the fact that PISCES company disclosures are not required to be approved by a PISCES operator or the FCA. It will also need to note that other investors may possess relevant non-disclosed information and that price parameters may have been applied to the shares traded on PISCES.

Application of MAR (Market Conduct)

The FCA confirms that certain regulatory requirements in MAR 5 will apply to all PISCES operators, with appropriate modifications to reflect alignment with PISCES operating as a private market. 

What do firms need to do?

The PISCES sandbox is an important element of the Government and FCA’s work on reforming the UK’s wholesale markets, and wider initiatives to support UK companies to scale and grow.

Firms wanting to apply to operate a PISCES platform will need to assess whether they have the correct Part 4A permissions (or are exempt, in the case of recognised investment exchanges). They will need to demonstrate that they have assessed the risks of operating a PISCES platform and put in place appropriate mitigating steps. Firms must also be able to demonstrate that they are able to comply with the PISCES sandbox requirements as described in the CP.

Private companies that are considering participating in PISCES platforms will need to consider their ability to meet the requirements, and should consider the potential benefits and risks of using a PISCES platform compared with private transactions or public markets.

Firms wishing to provide intermediated access to a PISCES platform will need to comply with a range of consumer protection requirements. 

Investors who may be eligible to participate in PISCES trading events should consider whether the balance of protections afforded by the regime compared with public markets is in line with their risk appetite, and the potential benefits and risks of participating in PISCES trading events.

Next steps

The PISCES sandbox opened on 10 June 2025 and will run for five years until June 2030. Shares are expected to begin trading later in 2025. 

Prospective PISCES operators can now submit a complete application for a PISCES Approval Notice (PAN). Prospective operators can continue to request pre-application support from the FCA for feedback on their proposed operating model and draft rule book. 

Prospective operators which are not yet authorised and need to apply for a new permission, or those which need to vary an existing permission, can also engage the FCA’s Authorisation pre-application support service. 

The FCA will consult on proposals for PISCES operators annual periodic fees in November 2025.