PISCES explained: the complete guide for UK private companies and their shareholders
Last reviewed: October 2026. This guide is general information, not legal, tax or investment advice.
For most of the history of UK private companies, selling a few shares meant finding a buyer yourself, agreeing a price in private and hoping the board would sign it off. PISCES changes that. It gives private companies a regulated, company-controlled way to let existing shares change hands at set moments, without listing on a stock exchange.
This guide explains how PISCES works in practice, who can take part, what it costs a company in effort and disclosure, and how it connects to the wider move towards tokenised shares.
What is PISCES?
PISCES stands for the Private Intermittent Securities and Capital Exchange System. It is a five-year regulatory sandbox that lets approved operators run trading platforms for shares in private companies.
Three words in the name do most of the work:
Private. The shares belong to companies that are not admitted to trading on a public market.
Intermittent. Trading happens in defined windows, usually auctions, not continuously.
Sandbox. The rules are temporary and designed to be tested and changed before any permanent regime.
PISCES is a secondary market for existing shares and it lets existing shareholders sell to new or existing investors. It is not a way for a company to issue new shares and raise fresh capital.
The legal basis and timeline
PISCES rests on the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025, SI 2025/583, which came into force on 5 June 2025. The Financial Conduct Authority published its final rules in policy statement PS25/6 and opened the sandbox on 10 June 2025.
The sandbox runs for five years, to June 2030. During that time HM Treasury and the FCA will decide whether to make PISCES permanent, change it or close it. Anything a company builds around PISCES today should allow for the rules moving.
Who runs the platforms?
Companies do not trade on PISCES directly. They work with an FCA-approved operator. Four operators had approval by mid 2026: the London Stock Exchange, JP Jenkins, Asset Match and Vestd. Each operator writes its own rulebook within the FCA framework, the reasoning being that disclosure templates, pricing mechanics, fees and onboarding steps vary from one platform to the next. This means that choosing an operator is a real decision, not simply an administrative step.
Who can buy and sell?
PISCES is closed to mainstream retail investors. According to Orrick's summary of the final rules, eligible participants are:
institutional and professional investors
high net worth investors
self-certified sophisticated investors
employees and directors of the company whose shares are trading
The company itself then narrows that pool. It decides which investors may take part in each trading event, which is a sharp contrast with a public market, where the company has no say over who buys its shares.
What does the company control?
Control is the defining feature of PISCES. The company, working within its operator's rules, decides:
Whether to trade at all. Taking part is voluntary.
When. The company chooses the timing of each trading event.
Who. It can restrict participation to existing shareholders, staff, named investors or a wider group of eligible investors.
At what price. It can set price parameters, such as a fixed price or a permitted range, within which trades must clear.
This is why PISCES suits companies that want liquidity on their own terms. A founder can offer early staff a route to sell part of their holding without opening the register to anyone who wants in.
What must the company disclose?
Before a trading event, the company must give eligible investors a set of core disclosures through the operator. The regime is lighter than a prospectus, but it is not trivial. In broad terms, companies need to cover the business, its ownership, its key risks and any significant change in financial position. The major shareholder threshold for disclosure is 25 per cent.
The UK Market Abuse Regulation does not apply to PISCES. The FCA instead relies on investor eligibility, controlled access to information and operator-level oversight to manage misconduct.
For a growth company, the practical burden is preparation. Someone has to assemble accurate disclosures, check them and stand behind them each time the company trades. Companies that already run clean board packs and investor reporting will find this much easier.
Tax: stamp duty and employee shares
Two tax points make PISCES more attractive than a private secondary sale:
Stamp duty. Transfers of shares traded through the PISCES sandbox are exempt from Stamp Duty and Stamp Duty Reserve Tax. A normal private transfer of shares for more than £1,000 attracts stamp duty at 0.5 per cent.
EMI and CSOP options. Existing Enterprise Management Incentive and Company Share Option Plan options granted before 6 April 2028 can be amended to allow exercise in connection with a PISCES sale without losing their tax advantages, subject to the usual statutory conditions.
We cover the employee side in more depth in our guide to PISCES for employees and option holders.
What has happened so far?
The early trading record is small but instructive. Reported events include:
TPE Investment Company, whose first auction completed in March 2026, giving exposure to Oxford Science Enterprises.
Wayve, which ran an $85 million employee tender in July 2026, letting staff sell vested shares through an auction.
Moneybox, which completed a £45 million permissioned auction in July 2026 at a valuation of about £800 million.
Wadworth, the Wiltshire brewer, which became the first company to trade on Asset Match's PISCES platform.
We track the running total in our report on PISCES at one year, and lawyers have flagged the practical complexities behind the early trades.
The pattern so far is clear. The first users are mature, well-advised companies using PISCES for controlled employee and early investor liquidity, not seed-stage startups.
Is PISCES right for your company?
PISCES tends to fit a company that:
has a meaningful number of shareholders who want to sell, often staff with vested options or early angels
has a defensible valuation it is comfortable publishing a price range around
already produces reliable financial and governance information
has articles of association and shareholder agreements that can accommodate trading, or is willing to amend them
It is usually a poor fit for an early-stage company with a small shareholder base, no recent priced round and no capacity to prepare disclosures. But this is where changes are coming.
Preparing for a first trading event
If PISCES looks relevant, the groundwork is mostly legal housekeeping:
Review the articles of association. Pre-emption rights, transfer restrictions and director consent clauses can block trades unless they are amended or waived.
Check shareholder agreements. Drag, tag and lock-up provisions may interact with a PISCES sale.
Check option plans. Confirm whether EMI or CSOP options need amending to allow exercise on a PISCES sale.
Clean the cap table. Every share, option and convertible should reconcile with the statutory register.
Choose an operator. Compare rulebooks, fees, investor reach and onboarding support.
Prepare disclosures. Allow time for drafting and verification, and agree who signs off.
Of course, speak to a lawyer and take professional advice.
How PISCES connects to tokenisation
PISCES does not require tokenised shares, and most early trades have used conventional registers. But the two ideas share a goal: making private company shares easier to hold, track and transfer.
A company with a clean digital share register is better placed to use PISCES, and an operator could in principle build on distributed ledger technology. For the legal position on keeping a register on a ledger, see our guide to whether a UK private company can keep its share register on a blockchain. For the regulatory question of when a tokenised share needs extra permissions, see does your tokenised share need cryptoasset permission? It is fair to say, there are more 'unsettled' questions than 'settled' at this stage.
Key points
PISCES is a five-year FCA sandbox, running to June 2030, for intermittent secondary trading of private company shares.
It is closed to mainstream retail investors.
The company controls whether, when, with whom and at what price its shares trade.
Trades are exempt from stamp duty and SDRT.
Early users are mature companies offering staff and early investors liquidity.
To follow PISCES as the sandbox develops, subscribe to the Tokenising Startups newsletter.
This is general information, not legal, tax or investment advice.
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