PISCES update: FCA approves four operators as first trades complete and the Finance Act 2026 lands

The UK’s Private Intermittent Securities and Capital Exchange System (‘PISCES’) is no longer a sandbox with a single occupant.  The Financial Conduct Authority (the ‘FCA’) has now approved four operators: the London Stock Exchange (‘LSE’) on 26 August 2025, JP Jenkins on 18 November 2025, Asset Match on 22 April 2026 and Vestd in April 2026.

The first trading events completed in March 2026.  And the Finance Act 2026, which received Royal Assent on 18 March 2026, has enacted the specific EMI and CSOP changes, while quietly widening a window that matters to any company operating one of those schemes.

When the FCA approved its second operator last November, it said that ‘discussions are ongoing with others’.  Two of those discussions concluded within a single week this spring.  We at HLaw have followed PISCES from the sandbox rules through the first approval to the first trades.

Four venues, four different animals

PISCES is a regime for secondary markets only.  Existing shares change hands between eligible investors; no new shares are issued and no capital is raised on the venues, and companies cannot currently buy back their own shares on it (a restriction the Treasury has said it will keep under review).

There are four approved operators to choose from:

• The LSE’s Private Securities Market (‘PSM’) runs permissioned auctions on the exchange’s public-markets infrastructure. The LSE published its PSM Rules and Handbook on 5 February 2026, layered on top of the FCA’s PISCES sourcebook.  Investor access runs through Registered Auction Agents, a new class of member firm, and the PSM rules set an eligibility gateway: a company must ordinarily meet at least two of three tests – a debt or equity fundraising of £10 million or more within the preceding three years with material participation by experienced independent investors, total assets of £20 million or more, or annual turnover of £10 million or more, the latter two per its latest audited accounts – and the LSE retains an absolute discretion to substitute other considerations, such as past fundraising activity or an independent valuation.  The fundraising limb is a track-record test looking at past off-venue rounds: nothing is raised on the PSM itself.
• JP Jenkins, which describes itself as the UK’s largest liquidity venue for unlisted assets, operates the JP Jenkins Private Market (PISCES) alongside its long-standing Matched Bargain Facility. On its own figures, more than 60 companies have used its services over the past two years, including companies preparing for an IPO and companies undertaking secondary sales.  Trading is intermediated through regulated brokers, events follow a published trade event calendar.
• Asset Match has been running periodic auctions in unquoted shares since 2012 – on its own figures, more than £165 million traded across over 1,000 auctions. For Asset Match, PISCES largely formalises, inside a regulated sandbox, a model it already operated.
• Vestd is the outlier. A share scheme and cap table platform rather than a trading venue by origin, it intends to run the first PISCES market without financial intermediaries, charging no fees to buyers.  Vestd has now published its PISCES operator rulebook, setting out its eligibility and access arrangements: applicants must have externally audited financial statements and satisfy either an arm’s-length debt or equity fundraising condition of at least £2 million within the previous five years, or both a five-year maturity condition and a £5 million annual turnover condition.  The FCA has also issued a rule modification for Vestd: chapter 5 of the PISCES sourcebook applies to it as though rule PS 5.1.3 were omitted, and specified guidance references to a ‘firm’ or ‘financial intermediary’ are to be read as references to Vestd for the relevant activities – the practical corollary of running a venue without intermediaries.

The practical consequence: eligibility criteria, disclosure requirements above the FCA’s core minimum, intermediation and settlement mechanics, fee schedules and auction cadence now all vary by venue.  Venue selection is likely to become a legal and commercial workstream in its own right.

What the first trades actually established

Board games developer QPlay completed the first PISCES liquidity event, through the JP Jenkins Private Market: a five-day order window opened on 18 March 2026 and uncrossed on 24 March 2026.  The PSM followed on 25 March 2026 with an auction in a Tradable Private Equity Investment Company (‘TPEIC’) – an independent vehicle whose sole underlying asset is shares in Oxford Science Enterprises, the c. £1.3 billion company that commercialises University of Oxford research.

Mason Doick, Head of Corporate at JP Jenkins, told HLaw: “JP Jenkins completed the first ever PISCES transaction on 24 March 2026, one day ahead of the LSE, involving QPlay, the maker of the Outsmarted board game.  QPlay is a consumer products company at a much earlier growth stage, and the fact that it could access PISCES at all reflects JP Jenkins’s decision not to impose financial eligibility thresholds.  JP Jenkins demonstrated the breadth of what PISCES can accommodate.”

Two structural lessons stand out.  First, trading in the auction took place at the level of the TPEIC rather than by transfers of Oxford Science Enterprises’ own shares during the event – the announcement is explicit that the company was not listing and that the vehicle is entirely independent of it.  This may be a structure that others will copy.  Secondly, and more interestingly, QPlay followed its trading event with a primary raise: in June 2026 it launched a Crowdcube offer at a £46.5 million pre-money valuation – reported at launch as part of a wider £4 million Series A – and the offer closed with £397,217 raised from 954 investors.  A completed PISCES auction followed by a priced primary round is the ‘private plus’ sequencing the regime was designed to enable.  The public record does not say whether the auction informed the Crowdcube pricing; the point is the pattern – a secondary event and a priced round weeks apart on the same register, without a listing.

Since those inaugural transactions, the flow has continued: on 8 July 2026 Wayve, the autonomous driving company, completed a US$85 million employee tender through a permissioned auction on the PSM – the first employee share sale on the venue.  On 22 July 2026 Moneybox followed, completing a £45 million permissioned auction for long-serving employees at a valuation of approximately £800 million.

The caveat from HLaw’s ‘first trades’ piece still applies: outcomes are largely private, the sample is tiny, and liquidity claims should be treated accordingly.

The tax rails are now law

The Finance Act 2026 enacted, in section 16, the EMI and CSOP amendments trailed in the July 2025 draft legislation.  An existing option can be varied so that, where the option shares are or become PISCES shares, it may be exercised provided the shares acquired on exercise are then sold on a PISCES ‘as soon as is reasonably practicable’ – with the varied term treated as if included at grant, so the variation does not of itself forfeit the relevant EMI or CSOP tax advantages (the other scheme conditions still have to be met).  The variation must be made on or after 15 May 2025, and must be effected by written agreement with the option holder or otherwise notified to the option holder in writing.

One important change from the draft Bill: the variation route was expected to close for options granted after Royal Assent.  Following the 2025 Budget, the enacted legislation instead applies to options granted before 6 April 2028.  Our October 2025 piece on scheme amendments should be read subject to that extension.  Companies therefore have longer than expected to retro-fit exit-only EMI schemes and CSOPs – but options granted on or after 6 April 2028 fall outside the statutory variation route, so cannot be amended into PISCES exercisability while keeping the reliefs.  New scheme documentation should build PISCES trading windows in at grant wherever they might one day be wanted.

Under the current regime, transfers made on a qualifying PISCES trading event have been exempt from stamp duty and SDRT since 3 July 2025 under SI 2025/666.  One forward marker: on 13 July 2026 HMRC published draft legislation for a new Securities Transfer Tax intended to replace stamp duty and SDRT from 2027; the treatment of PISCES transfers under that regime will need checking once the legislation is settled.  Employment tax consequences, including readily convertible asset status for shares subject to PISCES arrangements, are covered in our earlier piece.

What we would be checking on cap tables now

• Articles and shareholders’ agreements. Pre-emption on transfer, drag and tag provisions, leaver provisions and transfer consent rights were not drafted with trading windows in mind.  Amending articles generally requires a special resolution; changes to a shareholders’ agreement need whatever consents that agreement specifies; and class rights or other reserved matters can add further steps – all of which take time to marshal.  See our earlier piece on five ways PISCES might change UK venture capital.
• Option schemes. Identify exit-only EMI schemes and CSOPs; decide whether and when to vary them within the Finance Act 2026 conditions; and paper the option holder agreements or notices properly.  Precedent banks for new grants should be updated now.
• The disclosure pack. The FCA’s core disclosure set includes, among other things, financial statements for the previous three years (or the company’s period of existence, if shorter), capital structure, anyone holding more than 25% of the shares or voting rights, and any price parameters for the event – and operators can set a lower shareholder threshold and can and do impose additional requirements.  Build the pack so it doubles as the data room for the next round or exit.
• Venue fit. Eligibility gateways, investor permissioning, intermediated versus direct models, cadence and fees all differ across the four operators.
• The record. PISCES trades will be diligenced on the next financing and on exit.  Board approvals, disclosures, pricing decisions and settlement records should be kept as if a buyer will one day read them, because one will.

For funds and institutional holders, the same events read from the other side: a regulated route to partial exits, a new source of positions in late-stage companies, and – where trading events set a price – a data point that will find its way into NAV conversations and the negotiation dynamics on secondary transactions.

Still sink or swim – but the pool is now open

The sandbox runs to June 2030, when the Treasury must report to Parliament on whether PISCES has worked.

The infrastructure is now in place but the demand question remains open, and no amount of regulatory design can answer it.  That said, ‘PISCES-readiness’ – appropriate articles, option terms and disclosure practices – should now be a standard workstream on UK venture cap tables, whichever way the volumes go.

Do please reach out to a member of the team if you have questions or queries relating to PISCES or secondary share sales generally.

All the thoughts and commentary that HLaw publishes on this website, including those set out above, are subject to the terms and conditions of use of this website.  None of the above constitutes legal advice and is not to be relied upon.  Much of the above will no doubt fall out of date and conflict with future law and practice one day.  None of the above should be relied upon.  Always seek your own independent professional advice.

Humphreys Law