11 April 2025 Lucy Fergusson Capital Markets - Equity

PISCES: FCA scales back on disclosure requirements

The Financial Conduct Authority has published an update on the regulatory framework for the new Private Intermittent Securities and Capital Exchange System (known as PISCES), which will enable the intermittent trading of private company shares (see our briefing here). 

The FCA’s statement follows the closing of their CP24/29 consultation on the draft PISCES Sourcebook (see our briefing here), and responds to feedback that the FCA should more fully align PISCES with private market practice. Although material changes to its draft proposals are not envisaged, the FCA plans to make a few technical changes and to scale back on the scope of various disclosure requirements, in a move that should make participating in PISCES more attractive for companies. 

Disclosure requirements

The draft PISCES Sourcebook requires participating companies to make “core disclosures” ahead of trading windows, the full list of which is set out on page 19 of CP24/29. The FCA is now proposing to make such disclosures less onerous than originally drafted. Some of the key changes include:

  • Financial information: an auditor’s report will only need to be submitted alongside financial statements if the latter has been audited and an auditor’s report is already available.
  • Material contracts or agreements: instead of requiring “details of” such contracts, companies will only need to provide “an overview” of material contracts, and any contracts used “in the ordinary course of business” will not need to be reported on.
  • Significant changes: companies will only be required to provide information on significant changes of its financial position, but will not need to report on acquisitions, disposals, or significant related party transactions.
  • Major shareholders: PISCES operators will have a discretion to set a threshold of up to 25% (rather than 10%) for identifying major shareholders.
  • Directors’ and other major shareholders’ transactions: directors will need to disclose their trading intentions in a PISCES trading event (which should be correct as at the start of the trading period only), however this requirement will not be extended to other major shareholders’ trading intentions.
  • Disclosures removed: disclosures on litigation, sustainability characteristics, and forward looking information will be removed from the final rules.

Next steps and timing 

The FCA expects to publish final rules for PISCES in June 2025, and the PISCES sandbox will then open for applications. Prospective PISCES operators can provide preliminary feedback on proposed operating models and draft rulebooks to the FCA, and pre-application support is also available at the FCA’s website here. 

Click here for the FCA’s statement.