PISCES, The LSE & A Back Door Into Private Company Shares

. . . . . Every UK Founder Should Be Paying Attention!

For years, one of the most persistent frustrations in the UK startup ecosystem has been the liquidity trap. You invest in a promising early-stage company, you watch it grow, you believe in the founders — and then you wait. And wait. And wait some more.

There is no clean exit, no secondary market to speak of, and no mechanism to sell your shares unless the company floats, gets acquired, or runs a controlled tender offer.

For founders, it is equally uncomfortable: your employees and early backers are sitting on paper gains with no route to realise them, which creates tension, cap table complexity, and a nagging sense that the equity you have been handing out as a recruitment and investment tool is worth less than it looks on paper. It's not uncommon for this dynamic to result in forced liquidity events to satisfy stakeholders leading to a long term negative impact on the stability of the business.

This month, something changed. Republic Europe — formerly known as Seedrs, one of the UK's most established equity crowdfunding platforms, has partnered with the London Stock Exchange to offer access to PISCES: the Private Intermittent Securities and Capital Exchange System. It is a clunky acronym for something genuinely significant.

PISCES is the UK's first regulated secondary market specifically designed for private company shares, built jointly by HM Treasury, the Financial Conduct Authority, and the London Stock Exchange Group. And it just took a major step from regulatory sandbox to real-world deployment.

What PISCES Actually Is (And What It Is Not)

Let us be precise here, because the details matter enormously for how founders and investors should think about this. PISCES is not a fundraising tool. You cannot use it to issue new shares or raise fresh capital. It is purely a secondary market - a regulated venue where existing shareholders can sell shares they already hold to other eligible investors.

Think of it as a private stock exchange that operates on an intermittent, event-based schedule, rather than continuous open-market trading. Similar to the concept of the transfer window in football.

So who can buy on PISCES?

The current framework specifies eligible investors — broadly professional and high-net-worth categories — with the FCA keeping a close eye on how that evolves. The Republic Europe partnership is significant in part because Republic has built its brand on widening access; investors who are registered on the platform will gain access to an asset class that has historically been available only to institutional buyers and sophisticated angels who already had a seat at the table.

The FCA is running PISCES within its Financial Markets Infrastructure sandbox — a five-year observational window that runs until June 2030. This means the rules are live and enforceable, but the framework can be refined as the market develops. The London Stock Exchange Group was approved as the first PISCES operator in 2025.

JP Jenkins — a well-known facilitator of private company share trades — was approved as the second operator in November 2025. Republic Europe's partnership with the LSE marks one of the first significant commercial distribution agreements built on top of this infrastructure.

Why This Is a Bigger Deal Than It Looks

On the surface, this looks like a niche financial regulation story. It is not. It is the first sign that the infrastructure for a functioning private capital market in the UK is genuinely being assembled - piece by piece, with regulatory backing. For context: the total value of unlisted UK company equity runs into the hundreds of billions.

The vast majority of that value is completely illiquid. Early employees who joined on options packages from 2015 onwards are still, in many cases, holding shares they cannot sell without the company's blessing. Angels who backed companies at seed in 2017 or 2018 have often seen multiple rounds of dilution with no path to exit.

The secondary market that exists — predominantly through specialist brokers like JP Jenkins or platforms like Seedrs' (now Republic's) secondary marketplace — has been informal, expensive, and accessible only to those with the right connections. PISCES changes the structural picture. By creating a regulated, exchange-backed venue — even a limited and intermittent one — it does several things at once. It gives sellers a legitimate venue with price discovery.

Startup investors racing to sell their share before the market closes

It gives buyers confidence that the process is compliant and audited. And it signals to the broader market — including institutional capital — that UK private company shares are moving towards being a recognised, tradeable asset class rather than a permanent lock-up.

What This Means If You Are a Founder

If you are running an early or growth-stage UK startup, PISCES matters to you in ways that may not be immediately obvious. Your equity is becoming more valuable as an instrument. When employees and early investors know there is a regulated route to eventual liquidity — even before an IPO or acquisition — the shares you grant or sell have a clearer value proposition.

Hiring conversations change. Angel negotiations change. The phrase "you may not see a return for a decade" becomes "there are now structured windows where liquidity may be available." That is a meaningful shift in how your equity lands in a conversation. PISCES-enabled secondary trades can also reduce founder pressure.

One of the hidden costs of cap table management is early shareholders who feel trapped and frustrated. If a founding team member who joined in year two needs liquidity for a house purchase or a personal financial event, a PISCES window could provide a clean mechanism — structured, regulated, and without requiring the company to run a full funding round or tender offer.

You will need to plan for it, however. PISCES is not passive. Companies whose shares trade on PISCES-enabled platforms will need to meet information requirements, coordinate with their platform operator on the timing and structure of trading windows, and ensure their articles and shareholder agreements are compatible with intermittent secondary trading.

This is good discipline — but it requires preparation. Getting your legal and governance house in order now, ahead of a potential PISCES window, is worth doing.

What This Means If You Are an Investor

For investors in private UK companies, the Republic Europe and LSE partnership is a signal that the secondary market is graduating from informal to institutional. The ability to buy and sell private company shares on a regulated exchange — even a sandbox-era one — changes risk calculus in private investing.

Historically, one of the most significant discount factors applied to early-stage equity has been the illiquidity premium: the additional risk you accepted in exchange for having no exit until the company chose to provide one. A functioning secondary market, even a limited one, begins to erode that premium and that has implications for valuations, for portfolio construction, and for the kind of investor who can sensibly participate in the private market.

For investors already holding shares via Republic, Crowdcube, or other crowdfunding-originated routes, this partnership offers something they have long been promised but rarely delivered: an actual path to liquidity that does not depend on the company reaching an exit event on its own timeline. Watch also for the downstream effect on tokenised equity platforms.

PISCES is a traditional share trading mechanism — it does not inherently involve blockchain or tokenization. But the regulatory logic it establishes — that private company shares can be traded in structured, regulated windows on a recognised exchange — is directly analogous to what equity tokenisation platforms are building toward. Platforms like Archax, Securitize, and tZero have long argued that tokenised equity can deliver the same kind of structured secondary liquidity, with the added benefit of programmable compliance and 24/7 settlement infrastructure. PISCES validates the market thesis.

Tokenisation may well be the technology layer that scales it.

The Bigger Picture: UK Private Capital Markets Are Growing Up

Zoom out and what you see is the deliberate, step-by-step construction of a functioning private capital market in the UK — one that sits between the informality of angel networks and the full disclosure requirements of a public listing. PISCES is one pillar. The UK's ongoing development of a digital securities framework — shaped by the Law Commission's work on digital assets and HM Treasury's engagement with DLT-based financial infrastructure — is another.

The growing presence of FCA-regulated tokenisation platforms like Archax (the first UK-registered digital securities exchange) is a third. And initiatives like Tokenise Your StartUp (TYSU) — which are building compliant infrastructure specifically for startups to tokenise their equity — represent the private-sector response to this regulatory scaffolding being erected in public view. What this means in practice: the decade-long gap between "startup raises money from angels" and "startup provides any liquidity to early stakeholders" is beginning to close.

The infrastructure is not complete. The tools are not fully standardised. The tax and legal frameworks still have rough edges. But the direction of travel is clear and the velocity is picking up.

Key Takeaways

• Republic Europe and the LSE have partnered to bring PISCES, the UK's first regulated secondary market for private company shares — to a wider investor base, marking a major commercial step for the framework.

• PISCES is a secondary market only - it enables existing shareholders to sell shares in structured trading windows, not raise new capital.

• For founders, PISCES makes your equity more valuable as a hiring and investment instrument, and provides a structured mechanism for shareholder liquidity without requiring an exit event.

• For investors, the emergence of a regulated secondary market reduces the illiquidity premium that has historically discounted private company equity — and signals that the UK private capital market is maturing fast.

• Tokenised equity and PISCES are complementary, not competing - PISCES validates the market thesis that private company shares can trade in structured, regulated environments. Tokenisation platforms are building the scalable technology infrastructure to extend that capability far beyond what intermittent exchange windows can provide.

Sources:

• Republic Europe Partners With LSE On PISCES Offering — Crowdfund Insider](https://www.crowdfundinsider.com/2026/04/273537-republic-europe-partners-with-lse-on-pisces-offering/)

• FCA PISCES Overview](https://www.fca.org.uk/markets/pisces-private-intermittent-securities-capital-exchange-system)

• LSEG Private Securities Market](https://www.lseg.com/en/media-centre/press-releases/2025/london-stock-exchange-receives-pisces-approval-notice-by-fca) · [Davis Polk: FCA Approves LSE as PISCES Operator](https://www.davispolk.com/insights/client-update/fca-approves-lse-operate-pisces-platform)

This article was produced by the Tokenising Startups daily content engine — tracking the platforms, regulations, and deals shaping the tokenised equity ecosystem.