STSM041590 | Exemptions and reliefs: exemptions: PISCES – When a transfer is exempt

A transfer of shares of a PISCES company will only be exempt when the transfer is in connection to trading activity on a PISCES platform. Trading activity refers to the placing of buy and sell orders on PISCES and does not exclude the acquisition of shares for investment purposes from exemption.

The definition of a PISCES at regulation 3(3) of SI 2025/583 requires that a PISCES is a "multilateral system”. "Multilateral system” is defined in regulation 2 of SI 2025/583 as having the meaning given in Article 2(1)(11) of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (MIFIR).

Article 2(1)(11) references Article 4(1)(19) of Directive 2014/65/EU which defines a multilateral system as any system or facility in which multiple third-party buying and selling trading interests in financial instruments are able to interact.

The exemption covers transfers of shares which result directly from trading activity on a PISCES platform, as these transfers are connected to trading activity on a PISCES platform. The exemption also covers transfers of shares which do not take place directly through trading on a PISCES platform but are still connected to that PISCES trading activity because they are intermediate transfers/settlement legs in the buyer or seller chains enabling the shares to be transferred from the seller to the buyer.