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On June 10, 2025, the Financial Conduct Authority (FCA) published Policy Statement PS25/6, which outlines the final rules for the Private Intermittent Securities and Capital Exchange System (PISCES) sandbox arrangements. This publication follows the UK government’s implementation of the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 (SI 2025/583) (the “Regulations”) on May 15, 2025, which came into force on June 5, 2025.
Key aspects of the PISCES sandbox and the regulatory framework include:
PISCES Sandbox Purpose and Duration:
* PISCES is a new trading platform designed to facilitate the intermittent secondary trading of shares in private companies within a controlled regulatory environment.
* The sandbox is established under the Financial Market Infrastructure (FMI) provisions of the Financial Services and Markets Act 2023 and will operate for a five-year trial period until June 2030, with a possibility of extension by HM Treasury.
* The aim is to test and refine the regulatory framework before introducing a permanent regime, fostering growth for UK companies and supporting the IPO pipeline by bridging the gap between private and public markets.
Who can operate a PISCES platform?
* Prospective operators can apply to the FCA for a PISCES approval notice from June 10, 2025.
* Operators must be either a UK recognised investment exchange or a person established in the UK with permissions to arrange deals in investments, operate a multi-lateral trading facility, or operate an organised trading facility.
* The London Stock Exchange is expected to be an early applicant.
Which companies can trade their shares on PISCES?
* Shares in UK-incorporated private and public limited companies, or overseas companies, that have not been publicly traded in the UK or abroad are eligible.
* Companies must comply with eligibility and disclosure criteria set by the PISCES operator. There are no minimum or maximum size requirements, but growing companies with a diversified shareholder base may benefit most.
Key Features of PS25/6 and the PISCES Regulatory Framework:
* Intermittent Trading: Trading events must occur on an intermittent basis and be of limited duration, allowing companies control over when their shares are traded.
* Targeted Investors: The market is primarily for institutional investors, high-net-worth individuals, self-certified sophisticated investors, and company employees and directors. Mainstream retail investors are generally excluded.
* Disclosure Regime: The FCA has opted for a pared-back disclosure regime. Operators must require PISCES companies to disclose certain core information. Companies can have discretion in setting price parameters and deciding who can invest, but operators must require disclosure of the basis for price parameters and the process for restricting participants. Material new developments or mistakes in disclosed information must be promptly disclosed during a trading event.
* Operator Responsibilities: PISCES operators are obliged to monitor compliance with their platform rules, investigate complaints, and take disciplinary action for breaches. They also set rules regarding price parameters and permissioned trading events.
* No New Share Offerings: PISCES is a secondary market for existing shares; it does not allow for offerings of new shares.
* Prohibition on Company Buybacks: Financial intermediaries are prohibited from placing orders that would result in a PISCES company buying or selling its own PISCES shares.
* Fees: Applicants for PISCES operation pay a Category 6 fee (£10,880, with a proposed increase to £11,150 from July 1, 2025). Annual fees for running a PISCES platform are expected to be consulted on in November 2025, coming into effect from 2026/27.
* Market Abuse: UK Market Abuse Regulation will not apply directly. The FCA will instead rely on eligibility filtering, information gating, and operator-level controls to manage misconduct risk.
The first PISCES trading events are anticipated to take place later in 2025.

Video courtesy of Eurex

Video courtesy of Eurex