The Private Intermittent Securities and Capital Exchange System (PISCES) represents a significant development in the UK’s private capital landscape. It is a new type of regulated trading platform that allows shareholders in unquoted companies to trade existing shares in a controlled environment, on an intermittent basis. Importantly, participation is optional, and the platform is focused solely on secondary transactions rather than raising new capital.

At its core, PISCES is designed to bridge the gap between private and public markets. It introduces a form of multilateral trading while still allowing companies to retain discretion over what they disclose. This creates a middle ground for businesses that are not yet ready for a full public listing but are looking to provide liquidity to existing shareholders.

That liquidity is particularly relevant for a range of stakeholders. Founders can achieve partial exits, allowing them to realise some value and reduce personal financial exposure without stepping away from the business entirely. Early-stage investors, such as angels and venture capital firms, are given a route to recycle capital into new opportunities, supporting the wider growth ecosystem. Employees who have been remunerated in shares, including those who have exercised share options, are also able to realise value, although this will remain subject to the rules of any existing share schemes.

Access to PISCES is limited to more sophisticated participants. This includes self-certified and certified sophisticated investors, high net-worth individuals and entities, as well as employees of the company and its immediate group. The intention is to ensure that those participating have sufficient understanding of the risks associated with investing in private companies.

From a practical perspective, trading does not take place continuously. Instead, it occurs during intermittent windows, the timing and frequency of which are determined by the company. For shares to be traded, they must be free from transfer restrictions at the time of the trading event, which may require companies to amend their Articles of Association. Companies will also be required to disclose key information publicly, broadly in line with what is expected in public markets, including financial and ownership details.

There are several clear advantages to this model. It allows founders and employees to access liquidity without waiting for a full exit, making equity incentives more meaningful and potentially improving talent attraction and retention. Companies retain a level of control not typically seen in public markets, including the ability to set pricing parameters and limits on trading volumes. In addition, share transfers under PISCES are exempt from stamp duty and stamp duty reserve tax, and existing EMI and CSOP schemes can be adapted to incorporate trading windows without losing their tax advantages. For some businesses, it may also serve as a useful stepping stone towards a future IPO.

However, there are important considerations. While companies can control the categories of investors, they cannot control individual purchasers, which may lead to a broader and less familiar shareholder base. Participation also brings increased disclosure requirements, covering areas such as company structure, financial performance and risk. As a secondary market, PISCES does not provide a route for raising new capital, and liquidity is not guaranteed given the reliance on intermittent trading windows and investor demand.

Finally, it is worth noting that PISCES is currently operating within a regulatory sandbox for a five-year period, running until 2030. During this time, investors may not benefit from the same level of protection as in public markets, and there remains uncertainty as to whether the framework will become permanent.

PISCES introduces a new level of flexibility into private markets, offering an alternative route to liquidity that sits between traditional private ownership and a full public listing. For the right companies, it has the potential to reshape how and when value is realised.