HM Treasury publishes consultation on private intermittent securities exchange platform

The consultation sets out further detail on the government's proposals, announced as part of the Edinburgh Reforms in December 2022, to develop a venue for the intermittent trading of private company shares and seeks feedback on a number of structural and regulatory questions. The consultation closes on 17 April 2024 and the Treasury intends to establish PISCES on a trial 'sandbox' basis by the end of 2024.

Background

As part of the Edinburgh Reforms in December 2022, the Chancellor announced that the government would develop an intermittent trading venue, and committed at Mansion House 2023 to establishing it by the end of 2024.

The venue is intended to provide shareholders in private companies with an exit route to realise gains, investors with access to otherwise unavailable investment opportunities with greater transparency than existing private markets, and companies with an intermediate step to the public capital markets.

PISCES Proposals

The Treasury consultation paper outlines the government's proposed framework for the PISCES venue which will be developed initially using a financial markets infrastructure sandbox under FSMA 2023, allowing the Treasury temporarily to modify or disapply elements of the existing legal framework (including FSMA 2000, the Companies Act 2006 and the UK MAR regime). Firms with the necessary authorisations (which will include existing UK trading venue operators such as the LSE) will need to apply to the FCA to operate PISCES in the sandbox. The Treasury also plans to work with the FCA to refine and implement a permanent regime for PISCES following the sandbox trial.

The key regulatory and structural features for PISCES set out in the consultation paper include:

• Secondary market for private companies: PISCES will only facilitate the trading of existing shares and it will not be possible for companies to raise capital through the issue of new shares. Only shares of UK and overseas companies that are not admitted to trading on a public market in the UK or abroad can be traded on PISCES;
• No retail investors: For the trial phase, trading will be limited to professional and institutional investors and most types of retail investors will be prohibited from trading on PISCES;
• Intermittent trading windows: PISCES would operate with periodic trading windows (e.g monthly, quarterly, biannually), with flexibility for companies and venue operators to decide on the frequency of trading;
• Private disclosure regime: A disclosure regime based on modified UK MAR requirements would apply on PISCES but in contrast to public markets, the regime would only apply around the trading windows and company disclosures and trade data would only be made available to eligible investors on the platform and would not be shared outside of this private perimeter;
• Bespoke market abuse regime: A market abuse regime will apply based on existing UK MAR offences and concepts including unlawful disclosure, market manipulation and insider dealing but tailored to the intermittent trading and disclosure windows on PISCES.

Next steps

The consultation paper includes a total of 30 questions for stakeholders and the Treasury will consider its approach to designing the PISCES regulatory framework in light of feedback received. The consultation period will run until 17 April 2024. The Treasury intends to introduce the secondary legislation later this year to establish PISCES in the FMI sandbox by the end of 2024.

The FCA also intends to consult on the application and approval processes for taking part in the sandbox rules that will apply to firms within the sandbox, before it is established.

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