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Example 1

This example will apply to a PISCES market where non-intermediated trades are possible, that is where the seller and purchaser can access PISCES directly, rather than needing to make use of a third party such as an intermediary to access it.

• Person A (eligible PISCES investor) wishes to sell PISCES shares through the PISCES trading platform.
• Person B (eligible PISCES investor) wishes to buy PISCES shares through the PISCES trading platform.
• Person A and Person B are PISCES members.
• Person A sells into the market by placing a sell order on PISCES. The sell order is matched within PISCES with a buy order placed by Person B resulting in a trade.
• The transfer of PISCES shares from Person A to Person B is exempt.

Exemption will also apply to the transfer from Person A to Person B if Person A and Person B are brokers (acting as principals) who are eligible PISCES investors and PISCES members.

Intermediated scenarios

Intermediaries might act in an agent, principal or matched principal capacity in relation to PISCES – for more information see STSM124020Ìý²¹²Ô»åÌýSTSM124030.

Example 2

This example will apply to PISCES investors selling / buying on PISCES through Brokers who are PISCES members.

• Person A (eligible PISCES investor) wishes to sell PISCES shares through the PISCES trading platform.
• Person A is not a PISCES member.
• Person A instructs Broker A (who is a PISCES member) to sell the shares through the PISCES multilateral trading mechanism.
• Person B (eligible PISCES investor) wishes to purchase PISCES shares through the PISCES trading platform.
• Person B is not a PISCES member.
• Person B instructs Broker B (a PISCES member) to obtain PISCES shares through the PISCES multilateral trading mechanism.

Transfer flow

• Broker A, acting on a matched principal basis (see STSM124030) buys the shares from Person A and sells on into the market by placing a sell order on PISCES. The sell order is matched with a buy order placed by Broker B (also acting on a matched principal basis) resulting in a trade and Broker B sells on to Person B
• There are therefore 3 transfers of securities with each transfer being exempt.

The intermediary chain may contain further intermediaries between Investor A and Investor B. For example, if Brokers A and B are not PISCES members, they may instruct other brokers to place the relevant buy/sell orders on PISCES. Any transfer which is part of the intermediate chain between Person A and Person B will be exempt provided that the transfer is connected to trading activity on the PISCES platform.

Example of when a transfer is not exempt

A transfer of PISCES shares will not be exempt under the PISCES exemption where the transfer is not connected to trading activity on a PISCES, even if the buyer and seller are eligible PISCES investors and the shares transferred are "PISCES shares".

Example 3

Person A wishes to sell their PISCES shares and instead of selling their shares through PISCES, knows another eligible PISCES investor (Person B) willing to buy them.

Both parties agree a price for the shares and Person A transfers the shares to Person B.

The transfer is not exempt because the transfer is not connected to trading activity on a PISCES.