From Sandbox To Success Story? The Next Chapter For PISCES

News has just hit the press that Moneybox, the fast-growing wealth management platform, has chosen the London Stock Exchange's new PISCES platform to give long-serving staff the chance to realise value from their shares.

In this article, we summarise what's happened over the last year, and what the outlook now looks like, for PISCES.

What is PISCES?

The Private Intermittent Securities and Capital Exchange System is a new form of regulated stock market designed to boost liquidity (and consequently, investment) in private companies. Unlike traditional stock exchanges, PISCES operates as a secondary market only (companies are not able to raise new capital) and trading of shares must be intermittent. 

Operating under a sandbox until June 2030, PISCES has been dubbed a 'lighter-touch' alternative for private companies looking towards an IPO, facilitating significant liquidity events for founder or early-stage shareholders.

You can read more about the fundamentals of PISCES here.

How many PISCES platforms exist?

There are now four operators who have been granted a PISCES approval notice (or PAN) by the FCA:

1. The London Stock Exchange (approved August 2025), which operates the 'Private Securities Market'
2. JP Jenkins (approved November 2025), which operates the 'JP Jenkins Private Market'
3. Asset Match (approved April 2026), and
4. Vestd (approved April 2026).

Has anyone undertaken a trading event using a PISCES platform yet?

Yes! Both the LSE and JP Jenkins have already facilitated successful share sales. 

The very first entrant to the sandbox was QPLAY, a digital board game developer. The auction ran across a 5-day window in March using JP Jenkins' PISCES Platform.

Hot on their heels was investment firm Oxford Science Enterprises, whose shares were traded through the LSE's PISCES platform via a Tradable Private Equity Investment Company (known as a 'TPEIC') towards the end of March.

The biggest household name to date is probably fintech Moneybox, which has just undertaken a £45m liquidity event, for employees only. Again, the auction was conducted through the LSE's PISCES platform, with Crowdcube acting as registered auction agent to manage the process. The auction closed last week.

Wayve, a tech company developing AI software for autonomous vehicles, also executed a $85m employee share sale through the LSE's Private Securities Market in early July.

Asset Match and Vestd have only had their approval notices for a few months, but we'll be watching closely to see who takes the plunge first on these newer platforms.

How do the four platforms differ?

Eligibility

As you might expect, the LSE's platform appears to be geared towards more mature issuers; companies seeking admission to their Private Securities Market (or PSM) must be able to demonstrate that they satisfy two of the following three criteria: (1) undertaken a fundraising of at least £10m in the last three years (which included material participation from independent, experienced investors); (2) total assets of at least £20m (based on last audited financial statements); (3) annual turnover of at least £10m (again, based on last audited financial statements). Companies must also be able to demonstrate that their boards are appropriately experienced to ensure compliance with the market's rules, and have at least two formally appointed directors. 

Companies wishing to be admitted to Vestd's PISCES platform will need to: (1) have undertaken an arms' length fundraising of at least £2m in the last five years; and/or (2) be at least five years' post-incorporation with an annual turnover of at least £5m (based on the last audited financial statements). In either case, they must have externally audited financial statements.

The other two platforms have fewer eligibility criteria, focusing instead upon ensuring that the board are sufficiently experienced to make sure that the company will be able to comply with the FCA's regulatory framework and the platform's rules. It should be noted that Asset Match's PISCES Company Handbook is not publicly available and may contain additional criteria which companies will need to satisfy.

Format of trading events

JP Jenkins' Private Market offers two different trading event formats; one-day auctions (which it is assumed will be held monthly, with orders accumulating during the previous month) and intermittent trading windows (which allow real-time trading for up to 5 continuous business days).

In comparison, the LSE, Asset Match and Vestd offer one-day auctions only (with auction windows operating prior to the day-long auction). 

Disclosures

All four platforms require disclosures to be made through an electronic portal.

The LSE requires companies to satisfy the FCA's minimum requirements for disclosure only (known as 'Core Disclosures'). Their disclosure portal also provides a Q&A facility for potential investors to raise questions with the company; the company will be able to decide whether and how to respond, but all responses will be available within the portal.

JP Jenkins, Asset Match and Vestd's rules all require a further form of 'sweeper' disclosure, which applies in addition to the Core Disclosure requirements. Whilst the precise text of the obligations differ, the fundamental concept is the same; if there is information relating to the company which the directors consider would be relevant to investors who are considering acquiring securities in the company, they are required to disclose it.

Vestd's platform (like the PSM) also operates a Q&A function. However, unlike the LSE's model, companies must respond to legitimate questions and properly manage refusals in line with Vestd's rules. 

Both Vestd's rules and Asset Match's rules expressly envisage the re-use of disclosures within a specified period.

Use of third party intermediaries

Vestd has accepted responsibility for ensuring that only eligible investors can buy shares, and that the other regulatory obligations designed to protect investors (e.g. those relating to financial promotions) are met, allowing trades to be placed directly, rather than having to go through a regulated broker / trader. As a consequence, Vestd imposes its own "cooling off period" for investors, so that once a potential investor has been approved to trade on Vestd's platform, they won't be able to buy shares for 24 hours.

Investors on the other platforms will only be able to buy shares through a third party intermediary (in the case of the LSE's platform, known as a 'Registered Auction Agent', in the case of JP Jenkins' platform, known as an 'Approved Intermediary' and in the case of Asset Match's platform, known as a 'PISCES Intermediary').

Timescales

Vestd appear to have the clearest transaction timeline; their rulebook sets out a clear 23-day timetable commencing with the company making an application to go to auction. Disclosures must be provided to Vestd at least 14 days' out; these are then reviewed by Vestd and published no less than 10 days before auction day. Investors have 3 days to ask questions, and the company then has 3 business days to respond. The timetable also imposes a 3-day cooling off period for investors to consider the proposition (company disclosures plus responses to Q&A) before the auction opens.

Companies wishing to admit securities to trading on the LSE's Private Securities Market will need to leave at least 20 business days between being approved to join the market and registering for the disclosure portal, and commencing their first auction. Core disclosures must be submitted to the LSE (alongside the company's auction application form) no later than 9am on the date 10 business days before the auction date and be published to the portal no later than 8am on the date five business days before the auction date. 

Entrants to JP Jenkins' platform must provide their disclosures at least seven business days before commencement of the relevant auction / trading event, and for Asset Match, companies must provide their disclosures at least five business days before the "Designated Auction Period" opens.

In reality, it is likely that any company looking to hold its first trading event will need a fair amount longer than these timescales to get 'auction ready'; they will need to seek shareholder approval for admission, changes to their constitutional documents may also be required and the information which needs to be disclosed will need to be collated and verified.

Costs

The LSE's PSM appears to be the most expensive platform for companies, who will be charged an annual fee of £25,000 to participate in up to two auctions per year (additional auctions will incur an additional fee). These fees will commence from 1 January 2027. Sellers will incur transaction fees of 1% (on value of shares sold) from 1 July 2026, whilst buyers will incur transaction fees of 0.75% (on value of shares purchased) from 1 July 2027.

JP Jenkins do not have a "fixed fee" schedule, but rather, they will agree a corporate fee depending on the number of trading events the company wants to undertake, company size, shareholder base etc. However, fees are expected to start at c.£10,000. Sellers will incur tiered trading fees (ranging from 3% to 1.5% depending on value of shares sold), and both buyers and sellers will incur small settlement fees.

The costs of undertaking a secondary with Asset Match or Vestd are not publicly available, but Vestd have said that they won't charge transaction fees to buyers. As Vestd offer their other services through a subscription-based service, their PISCES pricing could operate in a similar way.

What's next for PISCES?

The early signs for PISCES are encouraging, with these initial trades suggesting that PISCES is beginning to establish itself as a credible option to create shareholder liquidity.

That said, while PISCES companies are subject to a lighter regulatory framework than companies whose shares are traded on a UK regulated market or MTF (such as AIM), participation is still likely to come at a considerable cost. The disclosure requirements remain substantial and our expectation remains that admission to a PISCES platform is only likely to be cost-effective for larger companies with significant equity capital and a broad, mature shareholder base.

The other question is whether investors will be willing to commit meaningful capital through PISCES considering the limited nature of the contractual controls they will be able to obtain. In the near term, we expect tech and high-growth businesses to lead this test; these companies are often less risk-averse than more traditional businesses and may be more likely to see PISCES as a calculated risk.

Vestd's ability to secure investment from private equity firm Foresight following receipt of its PAN from the FCA is a notable vote of confidence. And the participation of larger companies such as Wayve and Moneybox (whose latest valuation sits at £800m) demonstrates that even businesses of considerable scale, who might historically have opted for an IPO, are seemingly willing to give PISCES a try.

As UK growth companies take longer and longer to reach IPO, demand for secondary share sales is only likely to increase. With PISCES now offering a clear regulatory framework for larger private companies to achieve that aim, and several proven cases, it looks like PISCES might, just might, be here to stay.

If you are interested in obtaining some more specific advice on PISCES, we would love to hear from you; please contact any member of the WBD Capital Markets Team.