UK private share markets prepare for 2025 launch with regulated trading and new infrastructure

A new set of market arrangements and technology providers is reconstructing how private company shares are issued, traded and held in the United Kingdom, narrowing the gap between opaque, relationship-driven transactions and the formal systems that underpin listed markets.

Regulatory and legislative changes have combined with fresh infrastructure to create a more organised route for capital to flow into growth companies while offering intermittent liquidity to shareholders. The Financial Conduct Authority has published final rules for the Private Intermittent Securities and Capital Exchange System, or PISCES, which the regulator says will launch later in 2025 and allow trading in shares of private companies under a controlled, exchange-style framework. According to the FCA, the market will be open to institutional investors, high-net-worth and sophisticated investors, and eligible employees, and it will give companies the ability to set price parameters and control who may buy their stock.

Government action has reinforced the regulatory push. The UK government has enacted legislation to establish a PISCES sandbox as part of its Plan for Change, and has moved to protect tax advantages for employees who exercise share options through the new market, a measure designed to encourage companies to use the venue for staff equity programmes and to make participation more attractive to both firms and their workforces.

Market operators and technology vendors are lining up to connect private securities to public market plumbing and automation. The London Stock Exchange’s Private Securities Market will operate under the PISCES framework and, according to ION, its Fidessa trading platform will support auction events that provide intermittent liquidity by leveraging public-market infrastructure. This design aims to create a predictable, periodic mechanism for price discovery in securities that would otherwise trade only privately.

Complementary pieces of infrastructure are emerging elsewhere. FIS has introduced a securities finance matching solution intended to increase resilience and straight-through processing in the UK securities finance market, addressing operational risk and cost pressures through automated matching. Meanwhile, BPX has secured authorisation from the FCA to operate as a multilateral trading facility and a range of other regulated services, and is developing an integrated venue that supports issuance, trading, collateralised lending, settlement and custody for both dematerialised and tokenised securities. BPX is also reported to be the only FCA-authorised trading venue to have passed the first gateway of the Bank of England and FCA’s Digital Securities Sandbox.

Taken together, these initiatives shift private equity and shareholding away from bespoke, bilateral arrangements towards standardised, regulated processes. The reform agenda emphasises clearer disclosure and consistent participation rules, which proponents say will reduce information asymmetries and lower the barriers that historically kept retail investors and many smaller institutions out of private deals. Industry commentators argue that standardisation of issuance and periodic auctions will also provide founders and growth-stage companies with alternative capital-raising routes that sit between informal private funding and full public listings.

There are, however, trade-offs and unresolved questions. Companies seeking control over their shareholder register will retain levers under the PISCES rules to limit who may buy shares and to set auction parameters, preserving elements of private-company governance. Market participants will need to reconcile enhanced transparency with the operational and compliance burdens that come with exchange-style oversight. The rollout timetable, with a targeted start later in 2025, means practical adoption, interoperability with existing custodians and settlement systems, and the building of secondary market liquidity will be measured in years rather than months.

If successful, the combination of law, regulation and new trading and settlement technology could strengthen the UK’s capital formation ecosystem by creating a clearer progression path from early-stage fundraising to larger public capital markets. According to government and regulator statements, the reforms are intended to bolster the IPO pipeline and support the scaling of high-growth companies while preserving protections for investors and employees.

As operators and vendors integrate their systems, market structure will be tested in live conditions: whether intermittent auction mechanisms produce reliable price discovery, whether tokenisation and new matching engines deliver the promised cost and resilience benefits, and whether the promised expansion of investor access materialises without compromising governance or investor safeguards. The coming phase will therefore be defined less by announcements than by the practical experience of trading, settlement and custody under the new regime, and by how quickly market participants adopt the new channels as a standard part of the UK financing landscape.