Investor guidance | Private Securities Market

The Private Securities Market (“PSM”) is a Private Intermittent Securities and Capital Exchange System (PISCES) operated within a temporary Financial Markets Infrastructure sandbox.

PISCES markets are fundamentally different to public markets which reflects the private nature of the companies that may wish to participate. PSM is not a regulated market or multilateral trading facility.

Accordingly, PSM companies do not have the same obligations as public companies admitted to the Exchange’s other markets including the Main Market or AIM.

Given the market model, the Financial Conduct Authority (“FCA”) has designated that only certain types of investors (as defined in PISCES legislation) are eligible to participate. Further, this is a buyer beware market and accordingly, investors are responsible for ensuring that they understand the nature and risk of the market model (and may wish to consider guidance published by the FCA: PISCES: platforms for trading private company shares | FCA) and are responsible for familiarising themselves with the Exchange’s Private Securities Market Rules (“PSM Rules”) (PDF) before they participate in PSM.

The Exchange does not provide investment advice and no information provided through the PSM disclosure portal should be taken as investment advice.

PSM will be operated by the Exchange on an intermediated basis and investors’ participation in an Auction must be conducted through a Registered Auction Agent who will be responsible for: (i) UK investor categorisation under PISCES legislation; (ii) granting investor access to the Exchange’s PSM disclosure portal; and (iii) placing orders in auctions. Notwithstanding this, investors should take primary responsibility to ensure that they only access PSM if they meet the investor criteria set out in PISCES legislation, comply with local laws and regulations and are willing and able to bear the risk of investing in a PSM company.

To ensure compliance with the legislation and relevant FCA requirements, the Exchange operates a PSM disclosure portal which can be found on : Private Securities Market Disclosure Portal and, which is part of the PSM arrangements for disclosure of information (including any corrections to such disclosure or any company responses to investor questions) ahead of any PSM auction. Investors should be aware that only company information disclosed on the PSM disclosure portal is part of the PSM disclosure arrangements. Information regarding the PSM company which is communicated outside of the PSM disclosure portal is not part of the PSM disclosure arrangements and is beyond the scope of the PSM Rules and accordingly investors should access the company information on the PSM disclosure portal for purposes of their investment decisions.

The PISCES framework provides a tailored liability regime so that investors can pursue remedies to hold PSM companies to account in respect of their approach to disclosure which is available on the PSM disclosure portal. Further information can be found in the PISCES Statutory Instrument and the FCA’s PISCES Policy Statement (PDF).

Without signing up directly to the PSM disclosure portal, investors should be aware they will likely not receive real-time notifications or updates about an auction directly from the PSM disclosure portal and might not be aware of all information relating to the auctions that they may be eligible to participate in.

Participation in an auction on PSM, as well as access, use of and operation of the PSM disclosure portal are subject to the Exchange’s terms and conditions of the PSM disclosure portal as in force from time to time.

The Exchange’s operation of PSM is subject to responsibilities which are solely owed to the FCA. In the context of these responsibilities, the Exchange will not be overseeing or be responsible for the quality or contents of a PSM company’s disclosures and the Exchange’s consideration of complaints about disclosure and any associated subsequent actions of the Exchange are undertaken for the purposes of the efficient and effective functioning and/or for the orderliness of PSM.

This is the context within which the Exchange will monitor and take action in respect of a PSM company’s conduct under the PSM Rules and which is not designed to be a substitute for investors pursuing their legal rights and remedies under PISCES legislation that has created a new liability regime for PISCES with investors having sole responsibility to pursue their remedies directly against a PSM company.

Complaints about a PSM company’s compliance with the PSM Rules should be made in writing to the Exchange, using the PSM complaints submission form (DOC) or on the PSM disclosure portal and sent to PSMOversight@lseg.com.

It should be recognised that whilst the Exchange takes all complaints seriously, the Exchange’s information gathering powers pursuant to the PSM Rules are not equivalent to statutory investigative powers.

Complainants should be aware that information provided to the Exchange by a complainant may be shared by the Exchange, in full or in part, with a PSM company which may share such information with its professional advisers. The Exchange may also share information in its possession from complaints as set out in PSM Rule 5.4.4. Further information about the use and treatment of information provided to the Exchange as part of a complaint is set out in the PSM complaints submission form.