FCA update on PISCES and pre-application support

The UK Financial Conduct Authority (FCA) has published an update on the Private Intermittent Securities and Capital Exchange System (PISCES) sandbox, following the consultation in December 2024 (CP24/29). PISCES will be a new platform designed for intermittent trading of private company shares. The FCA confirms that no major changes to the proposals on its 'private plus' approach are planned, given that it was largely supported by consultation respondents. The FCA also sets out a table of post-consultation changes it is proposing to assist potential operators of a PISCES to develop their own rulebooks and engage with participants. The changes outlined include:

• Clarification of core disclosures (including on financial information, employee share schemes and director transactions);
• Narrowing certain disclosure requirements (including, among others, on directors' transactions, material contracts or agreements, significant changes and post-trade events); and
• Removal of certain disclosure requirements (including on litigation, sustainability and forward-looking information).

Further changes include refined expectations around operator oversights, complaints handling and access to historic disclosures. The FCA also proposes setting a discretionary threshold of up to 25% to PISCES operators for identifying major shareholders. Final rules for PISCES will be set out in a policy statement expected to be published in June. In the meantime, the FCA will provide pre-application support and welcomes requests from prospective PISCES operators for preliminary feedback on their proposed models and draft rulebooks.

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