FCA publishes final rules on UK PISCES sandbox arrangements

The UK Financial Conduct Authority (FCA) has published final policy statement PS25/6, accompanied by a press release, setting out the final rules for the Private Intermittent Securities and Capital Exchange System (PISCES) sandbox arrangements, following its December 2024 consultation and April interim statement. PISCES is a new platform designed for intermittent trading of private company shares. The FCA aims for the rules to provide a consistent and coherent framework sandbox alongside the PISCES sandbox regulations. The FCA has confirmed it is not making material changes to the proposals but has incorporated various technical amendments consistent with its interim statement to the final rules.

Among others, these include:

• The removal of a mandatory "sweeper" provision in core disclosure requirements, initially intended to capture any other material information not otherwise disclosed through the core information disclosures.
• Clarifying expectations on the disclosures of employee share schemes, including their nature and scope.
• Clarifying expectations on the standards which should apply to financial information, including when the disclosure of audit reports is required.
• Clarifying that directors' transaction disclosures should relate to directors' trading intentions in advance of a trading event, and need not be updated after the event begins, provided this is clearly stated to investors through a statement in their disclosures.
• Applying a 25% threshold for identifying major shareholders, but operators can choose to apply a lower threshold if desired.
• A new requirement for companies preparing price parameters to disclose if they did so in agreement of another party e.g., a key investor.
• The removal of sustainability and forward-looking information disclosures.
• Introducing a new core disclosure requirement for companies to identify a contact person for their disclosures.

The final rules are implemented through the Private Intermittent Securities and Capital Exchange System (Pisces) Instrument 2025 and Private Intermittent Securities and Capital Exchange System (Pisces) (Consequential Amendments) Instrument 2025, effective immediately. The sandbox will operate until June 2030, with the Treasury required to report on its effectiveness before the end of the period. In the meantime, prospective PISCES operators can continue to seek pre-application support from the FCA for early feedback on their proposed operating models and draft rulebooks. The FCA also has plans to consult on annual periodic fees for PISCES operators in its annual fees policy consultation, expected in November.

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