A New Way for Private Companies to Give Their Shareholders Liquidity — Without Going Public

For years, founders and shareholders of private companies have faced the same dilemma. Your business is growing, your shares are genuinely valuable, but there’s no straightforward way to turn that paper value into cash without a trade sale, a buyback, or the cost and exposure of a public listing. Solutions like a Private Intermittent Securities and Capital Exchange System (PISCES) have begun to offer new options for liquidity. Early investors want an exit. Long-serving employees hold options and shares they can’t realise. And every transfer means a bespoke negotiation, a bilateral SPA, and weeks of friction.

PISCES is the UK’s answer to that problem, and it’s now live, with the first trading events having completed earlier this year. If your business has a £1m+ turnover, an EMI scheme, outside investors, or simply a cap table that has grown over several rounds, this is worth twenty minutes of your board’s time. Here’s what you need to know.

What is PISCES?

PISCES, the Private Intermittent Securities and Capital Exchange System, is a new type of regulated private stock market, created by HM Treasury and the FCA. It allows shares in private companies to be bought and sold during scheduled, intermittent trading events, on a regulated platform, without the company ever listing publicly.

It is the world’s first regulated market of its kind, delivered through an FCA “sandbox” running until June 2030, after which the government will decide whether to make the regime permanent. There are two approved and active license holders: the London Stock Exchange’s Private Securities Market and the JP Jenkins Private Market. JP Jenkins, having received its PISCES licence in November 2025, ran the first-ever PISCES trading event.

Three points are worth being clear on from the outset.

  • First, PISCES is a secondary market only — it’s for existing shareholders to sell to new or existing investors.
  • Companies cannot issue new shares, raise fresh capital, or conduct buybacks through it. Second, the company stays private.
  • There is no IPO, no prospectus, and no continuous public-market disclosure regime. Third, the company stays in control of when trading happens, who is permitted to buy, and the price range within which shares can change hands.

How does it work in practice?

The defining feature of PISCES is that trading happens in windows, not continuously. Trading events must be intermittent, a one-off event, or up to twelve per year, typically run as defined trading blocks or a monthly auction. Between events, nothing trades.

The company sets the terms of each event. It can restrict who is permitted to buy and sell (so you can exclude competitors, or keep your cap table within a defined investor community), set a floor and/or ceiling price, and decide who receives information about the company and its trading activity. Disclosures and trading results can remain confidential between the buyers and sellers involved. There is no obligation to publish your numbers to the world. On the investor side, access is limited to institutional investors, sophisticated and high-net-worth individuals, and, importantly for our clients, employees of the participating company itself.

The quid pro quo is disclosure. Ahead of each trading event, the company must prepare a set of seventeen core disclosures required under the FCA framework: a business and management overview, three years’ financial information (or since inception), capital structure and shareholder rights, share information, employee share schemes, directors’ transactions in the last twelve months (this one can never be omitted), material contracts, previous capital raises, key risk factors, significant financial changes, major shareholders, price parameters and valuation basis, trading commitments, the last trading event, related party transactions, and a designated disclosure contact.

Two things follow from that list. The first is that for a well-run business, most of this information is already to hand, which is why onboarding to a platform can realistically be completed in days rather than months, with core disclosures submitted no later than seven business days before each trading window. The second is more important: these disclosures can function as warranties, and a company can be liable to investors who suffer loss from misleading information. Preparing them is not a form-filling exercise; it’s a verification exercise, closer to a light-touch due diligence process than a marketing pack. Getting it right and having a repeatable process for keeping it right before every trading event is where the real legal work sits.

And the tax point that makes the whole thing commercially compelling: transfers on a PISCES market are exempt from stamp duty and SDRT, saving the usual 0.5% on private company share sales, and employees can retain the tax advantages on eligible share scheme holdings (such as EMI options) traded through PISCES. For any business that has used equity to recruit and retain, that second point alone changes the conversation you can have with your team.

Is your business eligible? And is it right for you?

The admission bar is deliberately accessible for established growth businesses. To join the JP Jenkins Private Market, for example, a company needs two or more directors, two or more shareholders, at least six months’ capital adequacy on the balance sheet, and a genuine intention to run a liquidity event, together with director KYC, articles of association, and share and financial information.

It’s also not the only option. JP Jenkins, for instance, operates a traditional Matched Bargain Facility alongside its Private Market, with daily continuous trading, lighter disclosure obligations, and the ability to combine trading with capital raising and buybacks, though without the stamp duty exemption or the FCA-approved PISCES framework. Which venue suits your business depends on what you’re solving for: structured liquidity, tax efficiency and regulatory credibility on one hand; flexibility and fundraising capability on the other. That venue choice, alongside the readiness work on your articles, shareholders’ agreement, pre-emption rights and transfer restrictions, is exactly the decision your advisers should be helping you make.

JP Jenkins is recognised as the UK’s most established private market for trading unlisted stocks. Having historically run a matched bargain trading facility, the company was awarded a Private Intermittent Securities and Capital Exchange System license by the FCA in November 2025 and then achieved a major milestone in being the first operator to host a PISCES liquidity event, in March 2026. JP Jenkins was already fully integrated into the public market infrastructure, enabling any financial institution to participate in the event, across the existing ecosystem.

JP Jenkins constructed its PISCES proposition on the principle that the needs of client companies and their investors should come first. New technology and an innovative regulatory approach means that the historical premise of one-size-fits-all no longer has to apply. As a result, companies using the JP Jenkins Private Market  have the flexibility to select both the frequency of the liquidity event – from a couple of times a year through to once a month – and its duration, ranging from a few hours to as long as 5 trading day.

Shareholders are advised of the event and select brokers are engaged, allowing two-way orders to be lodged across the trading window. These can then be validated – client companies (the securities issuers) can set parameters over ownership and stake sizes – before the trades are matched off and settled using a centralised securities depositary following the conclusion of the trading period. The register is updated and a new reference price is made available.

In short, PISCES provides a markets-lite solution, ideal for fast growth companies who are keen to deliver a liquidity opportunity for investors. There is governance and transparency, but the resource requirements both in terms of cost and human capital is just a fraction of that associated with a full market listing. With the trend of companies staying private for longer showing no signs of relenting any time soon, JP Jenkins is well positioned to tap into this growing market opportunity.

Mike McCudden, CEO of JP Jenkins, commented:

After decades of relative inertia, UK market structures are now evolving at pace to meet the needs of today’s growth companies. The PISCES framework is a key component of this reform and one that JP Jenkins is delighted to be spearheading.

If you are interested in hearing more, please get in contact:

Charles Duffy | cd@jpjenkins.com | +44 07469 217051

Getting PISCES-ready is, at its heart, a corporate governance and verification exercise — and that’s exactly the work we do every day for growth-stage businesses.

We can carry out a PISCES readiness review of your articles of association, shareholders’ agreement, and investment documents, identifying the pre-emption rights, transfer restrictions, and consent requirements that would need to change, and drafting the amendments and shareholder resolutions to make it happen.

We can build and verify your core disclosure pack, treating it with the rigour that warranties deserve, so your board can sign off on each trading event with confidence rather than crossed fingers, and put a sustainable process in place so that the seven-day pre-event deadline never becomes a fire drill. For businesses with employee share schemes, we can advise on how PISCES interacts with your EMI or growth share arrangements and how to structure employee participation in trading events. And if you’re weighing PISCES against the Matched Bargain Facility, a secondary sale, an EOT, or simply waiting for an exit, we can help you and your shareholders think that decision through commercially, not just legally. (As always, the tax position should be confirmed with your accountant, and we work closely alongside them.)

If you’d like to explore whether PISCES could work for your business, drop us a line. No pitch, no jargon — just a straightforward conversation about whether this is right for you, and what it would take to get there.

The Farringford Legal team

Farringford Legal Limited is a boutique corporate and commercial law firm advising growth-stage businesses across corporate, commercial, employment, IP, data protection, AI governance and tax matters. This article is provided for general information only and does not constitute legal advice.