UK Chancellor launches consultation on the proposed Private Intermittent Securities and Capital Exchange System (PISCES) as part of the Spring Budget.

On 6 March 2024, HM Treasury published a consultation paper seeking industry feedback on the UK’s proposed new regulated crossover market, the Private Intermittent Securities and Capital Exchange System (PISCES). PISCES would allow private companies to trade their securities in a controlled environment and on an intermittent basis — to go “public” for a short period and introduce liquidity to their shareholder registers before going “private” again.

This is the first time the government has set out details around the proposed design of the trading platform (previously called the “intermittent trading venue”), which was originally announced as part of the 2022 Edinburgh Reforms and then in the Chancellor’s Mansion House Speech in 2023. The closing date for the consultation is 17 April 2024.

What Is PISCES?

PISCES would operate as a secondary market platform facilitating the trading of existing shares of private companies during intermittent trading windows (e.g., monthly, quarterly, or biannually). It would not facilitate capital raising through the issuance of new shares, or the trading of other securities (e.g., bonds or exchange traded funds) — i.e., companies would not be able to raise primary funds through it as it would be secondary only.

Why Is PISCES Being Proposed?

• PISCES would enable private companies to scale up and grow by improving their access to UK capital markets at earlier stages in a company’s growth. This is aimed at boosting the pipeline of future IPOs in the UK.
• It would allow existing shareholders in private companies to realise gains in their shareholdings through the intermittent trading windows.
• Institutional investors would gain access to private companies earlier than before, benefiting from greater transparency and efficiency than is currently available in private markets.

With PISCES, the UK would be the world’s first market to provide these features; no regulated markets or standardised approaches anywhere in the world do this.

How Would PISCES Be Regulated?

• PISCES would be developed using the FCA’s “financial markets infrastructure (FMI) sandbox”, as established under the Financial Services and Markets Act 2023. Firms (including existing trading venue operators) seeking to run a PISCES platform would need to apply to the FCA, and once approved would be able to run intermittent trading events for participating companies. HM Treasury, working closely with the FCA, would use any lessons from the sandbox period to improve the regime before making it permanent.
• Only shares in companies (both UK and overseas companies) whose shares are not admitted to trading on a public market in the UK or abroad can be traded on PISCES.
• There will be restrictions on the categories of investors that can trade on PISCES. Most retail investors would likely be prohibited from trading at least during the trial phase of the platform given the greater risks.
• Disclosure requirements specific to PISCES would only apply shortly before and after each of the intermittent trading windows, and there would be no requirement for information to be disclosed to the public on an ongoing basis.

Timing

The FMI sandbox for PISCES is expected to go live at the end of 2024. Ahead of that, HM Treasury intends to lay before Parliament a statutory instrument providing the legal framework for the sandbox. The FCA also intends to consult on the processes for taking part in the sandbox and the FCA rules that would apply to firms within the sandbox, before the sandbox is established.

The duration of the sandbox, which HM Treasury would consider as part of the consultation (a period of five years is suggested), is also expected to be further assessed during the sandbox period.