Nigel Taylor
- Partner
- Corporate
PISCES gathers momentum: early transactions and the road ahead
When we considered the Private Intermittent Securities and Capital Exchange System earlier this year, we noted that its success would depend on whether private companies were prepared to adopt the governance, disclosure and operational discipline needed to use it effectively. Recent activity provides an early indication of how the market may develop.
What does the market data show?
On 8 July 2026, the London Stock Exchange (“LSE“) announced that Wayve had completed its first transaction on the LSE’s Private Securities Market. The $85 million employee tender allowed current employees to sell vested shares through an auction.
Momentum has continued. On 22 July 2026, the LSE announced that Moneybox had completed its first transaction on the Private Securities Market. The £45 million permissioned auction enabled long serving employees to sell shares and valued Moneybox at approximately £800 million (c.US$1.1 billion). The transaction is significant as the first completed use of PISCES by a UK fintech and provides a further example of employee liquidity being delivered through the regime while the company remains privately held.
The Wayve and Moneybox transactions are significant because they show how PISCES can provide meaningful employee liquidity without companies issuing new shares to raise capital or becoming publicly traded.
PISCES remains at an early stage, but usage is beginning to build. The LSE’s published data lists four auctions: the first auction by TPE Investment Company SA (“TPE“), using an investment company structure that held shares in Oxford Science Enterprises (the commercialisation vehicle associated with the University of Oxford); the Wayve auction; a second TPE auction involving exposure to Oxford Science Enterprises, which took place on 22 July 2026; and the Moneybox auction.
The first TPE auction completed in March 2026. The structure held secondary shares in Oxford Science Enterprises, rather than Oxford Science Enterprises itself joining the market. The transaction provides an early example of PISCES being used to support asset level liquidity, alongside its use for direct employee share sales.
The operator market is also expanding. Four operators have now received FCA approval: the LSE, JP Jenkins, Asset Match and Vestd.
Key benefits for private companies
PISCES offers private companies a structured means of providing liquidity to existing shareholders without requiring an initial public offering or company sale.
Companies retain control over the timing of each auction, the securities available for trading, investor access and the permitted pricing range. The regime may also allow companies to introduce new investors while managing the composition of their shareholder base.
Employee liquidity is emerging as a particularly important use case. Providing opportunities for employees to realise value from their equity has the potential to support recruitment, incentivisation and retention. PISCES can also create a repeatable framework for periodic liquidity, rather than requiring a separate bilateral process for each transaction.
Transfers of PISCES shares in connection with trading activity conducted under the PISCES sandbox arrangements are exempt from Stamp Duty and Stamp Duty Reserve Tax. Existing EMI and CSOP options granted before 6 April 2028 may also be amended to permit exercise in connection with a sale through PISCES without losing the relevant tax advantages, provided the applicable statutory requirements and the other requirements of the relevant scheme are satisfied.
Challenges for companies adopting PISCES
Companies will need to review their articles of association, shareholders’ agreements and share plans. Transfer restrictions, pre-emption rights, director consent requirements and leaver provisions may otherwise prevent shares from being traded as intended.
Each auction also requires accurate disclosure and careful verification. Companies will need to maintain reliable financial and capitalisation information and prepare the disclosures required under the relevant operator’s rules, including information concerning the company, its ownership and relevant risks.
There are practical demands too. A trading event requires coordination between the company, platform operator, auction agents, advisers, shareholders and investors. Companies should also manage employee expectations, as offering shares for sale through a PISCES auction does not guarantee that all, or any, of those shares will be sold.
Pricing may be uncertain where an auction is not conducted at a fixed price. Operational costs may also make PISCES less suitable for businesses with limited demand for liquidity.
Future outlook
The early activity involving Wayve, Moneybox and TPE suggests that PISCES is moving from policy into practical use, with employee liquidity emerging as a leading application. Both Wayve and Moneybox have now completed auctions which provided liquidity to employees while enabling the companies to remain private and retain control over investor access and pricing.
However, the market remains at an early stage. Its success will depend on whether these initial transactions develop into a regular and repeatable source of liquidity supported by sufficient investor demand.
Companies considering PISCES should assess their readiness well in advance. Their articles, shareholders’ agreements and share plans should accommodate the proposed auction structure, while capitalisation records and disclosures should withstand scrutiny. Businesses with robust records and the resources to manage each auction as a regulated corporate process are likely to be best placed to benefit.
For advice on preparing for PISCES, assessing suitability or planning your first trading window, please contact us with any questions.
This article is for general information purposes only and does not constitute legal advice or a comprehensive statement of the law. Specific legal advice should always be sought in relation to individual circumstances.
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Maria Nadarajah
- Associate
- Corporate
