The UK's financial landscape is set to undergo a significant transformation with the proposed introduction of a new private company market platform. The Private Intermittent Securities and Capital Exchange System (the PISCES), put forward by the London Stock Exchange Group (the LSE), aims to provide a more flexible and efficient trading environment for private companies.
What has been proposed?
The PISCES, which received the blessing from the Chancellor of the Exchequer in his Mansion House Speech earlier in the year, will permit private companies to intermittently offer both their new and existing shareholders a chance to engage in transactions through a regulated public trading market. From what is currently known, private companies will have the ability, 12 times per year, to be open for public trading and can also provide a disclosure document beforehand. Within these auction periods the private company will be able to operate on the public market.
The PISCES is not envisaged to be a substitute for the LSE's main markets or the alternative investment market (AIM) but instead looks to bridge the gap between public and private markets by providing limited access without the full requirements of an IPO. Unlike AIM, the new venue will operate only as a secondary market, meaning participating companies will not be able to issue new equity to investors. Whilst the LSE has not yet set out the full eligibility requirements, we look forward to seeing how it will balance what will presumably be less burdensome participation and reporting obligations than other public markets with the need to provide sufficient protection to investors.
The LSE has set a goal of the end of 2024 to have the PISCES fully functional. Whilst this certainly appears ambitious, for a project of this complexity, David Schwimmer (chief executive of the LSE) recently said at the Financial Markets Quality Conference:
"We are ready to go but waiting for regulatory approval from the FCA and they are working diligently to get that for us".
What is the need for a new private company market?
David Schwimmer explained that the growth in private markets was as a result of two decades of abnormally low interest rates. As these rates increase and debt becomes more expensive there is a natural shift for both companies and investors exploring access to liquidity events without the perceived dangers and volatility of the main markets.
This is therefore a growing and potentially lucrative area as shown by the number of other markets/platforms looking to provide private companies with more readily available liquidity events:
Other private securities marketplaces
Comparisons have been made with the Nasdaq Private Market in the United States. Forge Global Holdings, Inc., a private securities marketplace in the US, has also teamed up with Deutsche Börse to expand into Europe with "Forge Europe" (initially envisaged to be up at running by end of 2023 but which has not, at the time of publishing, provided any further updates on when it will be available).
Crowdfunding platforms
Crowdfunding platforms have become popular avenues for start-up/early-stage private companies to raise capital from all sectors of the public. These historically have not provided a secondary market but several platforms including "Seedrs" now allow accredited investors who purchased shares via their platform to trade them in their marketplace. The PISCES will instead be targeted at professional investors rather than the public at large.
Match-Bargain Services
Platforms such as the recently announced collaboration between JP Jenkins and Winterflood Securities are using trading technologies (in this case provided by JP Jenkins’ parent company InfinitX) to connect investors and their brokers with private UK growth companies.
Project Heather
There have been previous failed attempts to establish new markets. Plans in 2018 to launch a Scottish stock exchange using technology from Euronext were ultimately unsuccessful, with the exchange collapsing in 2019.
What are the benefits?
Darko Hajdukovic (Head of New Primary Markets at the LSE) set out the benefits of the platform as follows:
"It will mean that investors get more access to liquidity moments; early shareholders and VC and PE funds can find exit opportunities; new institutional investors can gain access to companies they might not be able to otherwise; and critically, staff can have access to liquidity too."
My colleague Liz Hunter has explored the potential benefits of the PISCES to employees further in her article: "What might the London Stock Exchange's Private Intermittent Securities and Capital Exchange System ("PISCES") mean for private company employee share plans?"
From an investor perspective, the PISCES could make it easier for investors to recycle their capital as they have the certainty of periodic opportunities to be able to do so.
Conclusion
The PISCES is ambitious in both scale of the new market proposed and also the timeline for its implementation. Whether this will transform the UK markets to the level envisaged by the Chancellor remains to be seen but it does demonstrate the LSE's continued focus on innovation.
The other focus points for the LSE are the use of artificial intelligence and sharing of data and analytics across borders. We will be publishing a series of articles reviewing how the LSE is proposing changes with these points in mind.
For more information and advice please contact;
Arthur Horsfall and Liz Hunter.