PISCES for PE/VC: A Practical Playbook for GPs
Why this matters
The UK’s PISCES framework introduces regulated, intermittent trading of private company shares—typically via scheduled auction windows rather than continuous markets. For PE/VC managers, it adds a structured route to liquidity for employees and investors without a full public listing.
What PISCES is (plain English)
A regulated mechanism for time-boxed secondary trading in private shares, with issuer controls over who can participate and how price discovery is handled.
Who can participate
Institutional investors
High-net-worth and sophisticated investors
Employees of participating companies
Why GPs should care
Enables orderly liquidity for portfolio companies and holders
Complements tender offers and bespoke secondaries
Encourages standardised disclosures and cleaner governance
Trading Mechanics & Issuer Controls
Intermittent trading
Scheduled auctions or time-limited windows, not “always-on” trading.
Issuer price bands
Companies can define a floor/ceiling for pricing within a window.
Eligibility & whitelists
Issuers can approve specific investor cohorts and gate participation.
Disclosure discipline
Participants receive clear, consistent packs; avoid selective dissemination.
Governance & Compliance Checklist
MNPI management
Maintain insider lists, define access controls and enforce blackout periods.
Conflicts hygiene
Document board approvals, valuation independence and related-party controls.
Fair disclosure
Provide the same core information to all eligible participants.
Record-keeping
Capture eligibility checks, acknowledgements, orders, allocations and confirmations.
Fund Documentation Readiness
Transfer restrictions & consents
Check articles, shareholders’ agreements and cap-table rules.
ROFR/ROFO mechanics
Confirm timelines, notice templates and any employee carve-outs.
Side-letters
Review MFN, information rights and transfer provisions for friction points.
GP-led language (if relevant)
Ensure clarity on conflicts, pricing approach and approvals.
Settlement pathway
Define how shares move and how records are updated post-auction.
Portfolio Company Execution Plan
Eligibility & communications
Define who may participate (e.g., employees) and prepare FAQ packs.
Disclosure bundle
Company overview, capital structure summary, risk factors and pricing mechanics.
Operational controls
ID verification, trading account setup, cooling-off/cancellation processes.
Post-event workflow
Settlement steps, participant statements and internal reporting.
Investor Journey Design (Conversion + Compliance)
Landing — who can participate, how it works, key risks in plain English.
Gatekeeping — eligibility routes (institutional/HNW/sophisticated/employee).
Appropriateness — brief assessment before accessing detailed materials.
Disclosures hub — modular cards for terms, fees, valuation method and risks.
Confirm & submit — summary view, unmissable warnings, digital receipt.
Aftercare — confirmation emails, settlement status, support channel.
30-60-90 Day Preparation Plan
Day 0–30
Identify portfolio candidates and legal/document gaps
Stand up governance (insider lists, conflicts, approvals)
Draft disclosure templates and risk language
Day 31–60
Run a tabletop rehearsal with legal, tax and comms
Finalise eligibility routes, appropriateness Qs, order capture and logs
Prepare employee communications and helpdesk workflows
Day 61–90
Lock disclosures with version control and sign-offs
Confirm price-band methodology and settlement logistics
Dry-run the full journey; schedule post-event reporting
FAQs
Is PISCES a full exchange?
No—think scheduled windows, not continuous trading.
Will retail investors participate?
No—participation focuses on professional/eligible cohorts and employees.
Does it replace tender offers?
Unlikely. It’s an additional route that can complement existing approaches.
How should we think about valuation?
Treat pricing guardrails and auction design as governance topics: define decision-makers, inputs and documentation.
Key Takeaways
PISCES offers a regulated, repeatable path to private-share liquidity
Success depends on issuer controls, clean disclosures and strong governance
Prepare docs, ops and data now—before the first auction window