July 2025

Why is The Private Intermittent Securities and Capital Exchange System (PISCES) important to employees looking to trade their shares? (HW)

For employees holding shares or options through schemes like the Enterprise Management Incentives (EMI) or Company Share Option Plan (CSOP), accessing liquidity has traditionally been limited. Under current rules, the tax advantages tied to these plans are only preserved if the company either lists on a recognised public exchange (such as the LSE Main Market but not AIM) or is acquired (e.g. by a private equity firm, venture capital investor, or trade buyer).

The introduction of the Private Intermittent Securities and Capital Exchange System (PISCES) marks a significant shift. The government has confirmed that companies will be able to amend EMI and CSOP agreements to treat a sale on a PISCES platform as a qualifying event.

This is a game-changer. It means employees can now realise value from their equity in a tax-efficient way, without waiting for a full IPO or acquisition. For companies, it offers a powerful new tool to attract, retain and reward talent by providing a clearer, more flexible path to liquidity.

At Asset Match, we recognise the transformative potential of PISCES for private companies and their stakeholders. That’s why we intend to become a PISCES operator, enabling companies to offer structured, FCA compliant liquidity events for employees and early investors. Our platform is designed to support fair, transparent, and efficient secondary trading, giving companies greater control over their shareholder base while empowering employees to benefit from the value they’ve helped create.

If you are thinking of exiting the market, what should Board’s think about from an ongoing liquidity perspective? (BW)

When a company opts to delist, one of the most important considerations for the Board is how to maintain liquidity for existing shareholders. As a publicly quoted company, investors have become accustomed to the ability to price, value and trade shares with relative ease. Stepping off a public exchange should not mean removing that access.

To preserve shareholder confidence and support long-term value, Boards should consider implementing a structured, transparent facility for ongoing share trading. At Asset Match, we provide exactly that through periodic auctions tailored to each company’s needs. We work closely with the Board to design a trading calendar that suits their shareholder base, whether that’s monthly, quarterly or even annually.

This approach gives shareholders and prospective investors the opportunity to transact in a controlled environment, while freeing the company from the constant scrutiny of daily market pricing. Instead of reacting to short-term market pressures, management can focus on what matters most: running and growing the business.

Even after delisting, transparency remains critical. Our clients continue to publish financial statements, shareholder updates and company news flow just as they did on the public markets, but with less administrative burden. This information is hosted on a dedicated company page on the Asset Match platform and we encourage companies to maintain an investor relations section on their own website too. Liquidity events can be timed around key announcements to optimise engagement and pricing whilst this also ensures all participants are trading on the same information.

Importantly, shares can remain in CREST (the UK’s central securities depository) even after delisting and offers several advantages of doing so. Efficient settlement: Trades executed through Asset Match can be settled electronically, just like on a public exchange. Familiar infrastructure: Investors and brokers continue to use systems they already know and trust. Regulatory confidence: Staying within CREST helps maintain a level of governance and operational rigour that institutional and retail investors value.

By combining the flexibility of private markets with the structure and transparency of public ones, companies can offer shareholders the best of both worlds: ongoing liquidity, reduced volatility and a clear path forward.

Why is it important for a company to manage their shareholder base ahead of an IPO? (HW)

The last thing any newly listed company wants is for its first day of trading to become the first real liquidity event for long-standing shareholders. In today’s market, where IPO activity has been subdued and companies are staying private for longer, many early investors are eager to realise some value at the point of listing.

However, if your IPO isn’t significantly oversubscribed, a surge in selling pressure from these shareholders can outweigh demand, leading to a drop in your share price on Day One. That’s not the impression you want to make in the public markets.

You can offer shareholders a structured, pre-IPO liquidity opportunity. This not only helps align your cap table but also reduces the risk of a sell-off at listing. And if your IPO plans are already public, you may naturally attract buyers who are anticipating a valuation uplift at IPO, creating a healthy, balanced market before you even list.

Can you give us an example of how you have helped a company on its path to IPO? (BW)

One of our most notable success stories is IntegraFin Holdings Plc, better known as Transact, the award-winning pension wrap platform.

As a private, unquoted business, IntegraFin had completed multiple funding rounds and built a diverse shareholder base of over 400 individuals, including IFAs who were rewarded with equity for bringing assets onto the platform. The business was thriving, and while an IPO had always been part of the long-term vision, some 15 years had passed without a liquidity event in sight.

That is where Asset Match came in.

We established a secondary market for both their voting and non-voting shares. Initially, settlement was handled manually via paper share certificates, which required significant support for participants. We advised the company to appoint a registrar and transition to electronic settlement via CREST. This was an essential step for improving tradability and preparing for a future listing.

Over the course of four years, we ran quarterly auctions, facilitating over £6 million in secondary transactions. This allowed early shareholders to realise value and gave new investors a chance to participate in the company’s growth. The final auction before their IPO valued the business at approximately £300 million. Just six months later, IntegraFin listed at around £600 million and has since grown to become a FTSE 250 constituent, with a market cap of approximately £1.2 billion.

This journey highlights how structured secondary liquidity can serve as a powerful stepping stone to the public markets. It is a model that works and one we believe more companies should consider.

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Please note: The views and opinions expressed in this interview are those of the individual financial professional(s) and do not necessarily reflect the views or opinions of Alma Strategic. These insights are provided for informational purposes only and may not be relevant at the time of reading, as market conditions can change rapidly. The information provided should not be construed as investment advice or a recommendation to buy, sell, or hold any financial product or security. Individuals should conduct their own research and consult with a qualified financial advisor before making any investment decisions. Alma Strategic disclaims any responsibility for the accuracy or completeness of the information provided in this interview.