What is PISCES?
PISCES is not a single trading platform but a regulatory framework that enables FCA-authorised operators to host scheduled trading events for private (UK and international) company shares. It aims to bridge the gap between private and public markets by allowing shareholders such as founders, employees, and early investors to sell their shares without the company going public or undergoing a merger or acquisition.
How it works
- Unlike public markets, trading under PISCES occurs at set intervals, which are scheduled by the company based on their requirements, so may be monthly, 6-monthly, annually or just a one-off event.
- Only existing shares can be sold; no new shares are issued.
- Companies propose a price valuation range for the shares and must disclose how they reached that range. Only bids within that range will be taken.
- Companies can dictate whether to have an “open auction” where any investor can buy shares, or a “permission auction” where they can exclude certain buyers – for example, competitors, or buyers from a certain geography. Alternatively, in a permission auction, the company can specify a list of allowed buyers, for example, just employees.
- Participants receive a “core disclosures” pack through a virtual data room, which is prepared by the company. It is less burdensome than a full prospectus and is only shared with event participants.
- There is a minimum threshold for participants, including sophisticated investors, high net worth individuals, Venture Capital funds, Private Equity, Angel investors, family offices or institutions as well as existing shareholders and employees.
- On the day of trade, an algorithm will select the orders which executes the largest number of shares at the best price. Settlement happens a couple of days later.
- A specific market abuse regime applies only during trading windows, balancing investor protection with operational flexibility.
What are the benefits of PISCES?
- Liquidity for shareholders: Founders and employees can realise value without forcing a public listing.
- Investor access: New investors gain access to promising private companies.
- Regulatory clarity: The framework provides legal certainty and reduces the compliance burden compared to public markets.
- Step towards IPO: Companies can use PISCES trading as a step towards a full listing (but no requirement to do a full listing).
What are the tax implications?
- The sale of a share through PISCES is a disposal for capital gains tax purposes for the shareholder in the normal way.
- Shares acquired through PISCES by an employee or director will be treated as employment-related securities, albeit the transaction will be treated as at market value. Where the transaction takes place between connected parties, HMRC may review the transaction, through a compliance check, after it has occurred and consider whether the price reflects market value.
- The use or expected use of PISCES in respect of a company’s shares can make the shares Readily Convertible Assets (RCAs), depending on the circumstances at the time. This may result in PAYE income tax and national insurance being due on share disposals which are employment-related.
- Employee share options may need to consider PISCES trading as an exercise trigger event. HMRC have confirmed that existing EMI and CSOP options can be amended to include a PISCES trade as an exercise event without causing an option “regrant” and losing the existing tax benefits.
- Transactions on PISCES will be exempt from stamp duty and stamp duty reserve tax.
Looking ahead to PISCES
Draft legislation for PISCES was published on 15 May 2025, with the first trading events likely to follow soon after. If successful, PISCES could become a cornerstone of the UK’s private capital ecosystem, offering a hybrid model that combines the best of public and private market dynamics. If you wish to discuss these changes in detail or need any assistance, please reach out to your contact at Forvis Mazars UK or get in touch below.
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