PISCES: all you need to know about the Private Intermittent Securities and Capital Exchange System


27th March 2024

The UK Government is intent on driving through innovative change to position the London Stock Exchange as a market of choice for UK and overseas companies seeking a listing. Alongside wide-ranging prospectus reforms under review, the government is pressing ahead with the innovative proposals announced in July 2023 for creating a regime to allow for intermittent trading in private company securities with a view to providing a market place and liquidity pre-IPO.

We wrote about this exciting prospect at the time, but the concept has since been significantly developed and refined and, in March this year, HM Treasury issued a consultation paper to invite responses to the proposed regime, now known as the Private Intermittent Securities and Capital Exchange System, or PISCES, with a view to launch before the end of the year. The consultation paper can be viewed here.

How will it operate?

PISCES is best understood as a legal framework under which FCA-approved operators can host trading events, rather than a specific platform on which private companies can trade their securities, specifically their shares.

Fundamentally, the aim is still to create a secondary market for certain private companies during certain “trading windows”; facilitating the multilateral trading of existing shares in similar ways to those offered in the capital market. This would all be wrapped up in a tailored market abuse regime that applies only during the trading windows.

Ultimately, this is a response to demand for a regime that offers both the protections of the public capital markets and the regulatory freedoms of bilateral trading arrangements. Now, with PISCES it may be possible for eligible private companies to have the best of both worlds:

  • opportunities for liquidity for existing investor and employee shareholders;
  • enhanced new investor protections;
  • reduced disclosure requirements; and
  • the chance to open their shares up to new audiences.

All combined with the ongoing ability to continue to trade in the private markets where they can continue to facilitate share buybacks and capital raising through issuing new shares.

Disclosure

One area that has been significantly fleshed out is disclosure obligations on companies seeking to list through PISCES. The consultation offers helpful clarity that, while PISCES will require initial disclosures shortly before each trading window, “there will be no requirement for information to be disclosed to the public”. Instead, the disclosed information will be limited to those investors that may trade during the window, also meaning that there is no requirement to publish inside information outside of trading windows.

As with trading window periods, the operators will determine the content of these disclosures, but the consultation suggests they are likely to include:

  • all inside information;
  • details of share ownership;
  • transactions by senior management;
  • information on any price parameters; and
  • any restrictions set by the company on which investors they will deal with during the window.

Eligibility

The consultation also fills in the blanks when it comes to eligibility for PISCES.

If you’re a private company, the good news is that, subject to the discretion of the individual operators, PISCES is open to any company that is not trading on a private market, including those outside the UK. It is worth bearing in mind, however, that shares must be freely transferable and not subject to transfer restrictions. Articles of Association and/or Shareholder Agreements may need some careful tweaking as a result.

For investors, the scheme will initially be limited to institutional and professional investors (and potentially a small subset of retail investors) with a view to scaling this up as the systems beds in. However, most interesting of all, perhaps, is the prospect of existing shareholders being able to sell their shares on PISCES in a relatively similar way to employee share schemes. This adds another string to its already impressive bow.

Conclusion

The financial landscape is evolving rapidly, and pre-IPO companies are at the forefront of this change. But, to truly realise their potential, they need a market system that is in step with their ambition and developing needs.

“Participating on PISCES will support companies to scale up and grow, providing liquidity, helping shareholders, including employee shareholders, to realise their gains, and providing an opportunity to companies to rationalise their shareholder base. Investors will gain better access to exciting companies while also benefiting from greater transparency and efficiency than available in private markets.

This proposal will support the pipeline for future initial public offerings (IPOs) in the UK, by improving the interface between private companies and UK public markets and complementing the government’s wide ranging and ongoing reforms to boost the UK as a listing destination.

(HM Treasury 6 March 2024)

With PISCES it seems there is a genuine prospect of this being realised.

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