PISCES: A New Approach to Private Company Share Trading
Written By
Partner
UK
I am a partner in the Corporate team and am based in our London office. I advise clients on a range of corporate transactions with a particular focus on Venture Capital and Mergers & Acquisitions, predominantly involving technology companies.
Associate
UK
I am an associate in our international corporate group in London. I advise clients on a range of corporate transactions, including M&A, venture capital, private equity, corporate reorganisations and general corporate advisory matters.
On 26 August 2025, the Financial Conduct Authority (FCA) approved the London Stock Exchange’s Private Securities Market as the first operator of a Private Intermittent Securities and Capital Exchange System (PISCES). This marks a major milestone for UK capital markets. The new platform is set to launch later this year and could reshape how private companies manage liquidity and investor access.
What is PISCES?
PISCES is the world’s first regulated private stock market. PISCES is designed to provide private companies with access to intermittent liquidity through periodic trading events, allowing shares to be traded in a regulated environment without the continuous trading typical of public markets.
The PISCES platform will operate through scheduled, intermittent trading windows, giving companies greater control over how and when shares are traded. Companies can set timing, frequency and pricing parameters for these events, offering strategic flexibility for managing shareholder engagement and market visibility.
Importantly, trades executed on a PISCES platform will benefit from exemptions from stamp duty and stamp duty reserve tax, offering a financial incentive to participants.
Who can use PISCES?
Investors: PISCES will not be open to general retail investors and will be restricted to institutional investors, high net worth individuals, sophisticated investors (including self-certified) and employees of participating companies.
Private Companies: UK and international companies are eligible for trading on PISCES provided they have not admitted shares to a public market in the UK or abroad.
Eligibility for the London Stock Exchange Private Securities Market
To list on the London Stock Exchange’s Private Securities Market under the PISCES framework, companies must meet certain eligibility criteria, as outlined in the draft Private Securities Market Rules.
Applicants must demonstrate at least two of the following:
- Completion of a fundraising (debt or equity) of at least £10 million within the last 3 years, with material participation by experienced independent investors.
- Total assets of at least £20 million, based on the latest audited financial statements.
- Annual turnover of at least £10 million (or equivalent), based on the latest audited financial statements.
This criteria reflects the statement from the London Stock Exchange in its Notice N09/25 that "the market's intermittent trading facilities will generally be more appropriate for those companies that have already had a degree of past external scrutiny of their business and have experience of making private company disclosures to investors".
Impact of PISCES
In the current market, companies are choosing to stay private for longer. With access to ample private capital, many businesses go through multiple funding rounds before considering an IPO. This has led to two key challenges:
- limited access for investors to high-growth opportunities; and
- limited liquidity for shareholders, including employees and early investors, who often wait years to realise value.
PISCES aims to address these challenges by providing a regulated environment for secondary liquidity, without waiting for an IPO or acquisition. Shareholders gain a path to exit earlier, while investors gain exposure to private companies that might otherwise remain out of reach.
Will investors embrace PISCES?
A critical question for the success of PISCES is whether investors will fully embrace this new model. While the platform offers a novel route to liquidity, it does not replicate the continuous liquidity of public markets. Investors must consider that, outside of the scheduled trading events, shares will be illiquid, which may affect pricing, valuation, and overall investor appetite. There may also be caution amongst investors given that PISCES is less regulated than public markets, and proceeds from secondary trades do not flow to the company itself but to selling shareholders.
Nevertheless, for long-term investors who understand the nature of private markets and for companies seeking a controlled, flexible alternative to a public listing, PISCES could represent a transformative shift in private market participation.
Conclusion
PISCES represents a pioneering step in bridging the gap between private and public capital markets. By offering a tax-efficient, regulated and flexible platform for secondary trading, it enables both companies and investors to navigate the evolving investment landscape more effectively. Its success will depend on market adoption, but the foundations have been laid for a more accessible and dynamic private capital ecosystem.
