WAYVE HELLO TO PISCES: What the UK’s first major PISCES transaction means for employee share schemes
Wayve becomes the first major company to use PISCES
A multi-billion-pound British technology company has become the first large company to make use of the London Stock Exchange’s new private markets platform.
Autonomous vehicle company, Wayve, has used the ‘Private Intermittent Securities and Capital Exchange System’ (PISCES) to allow its employees to sell part of their vested equity.
What happened?
Up to US$85m of employees’ shares have been sold via the platform. In doing so, Wayve, which has 1,200 employees, becomes the first major company to use the platform, which allows founders, employees and investors to sell shares in private companies on specific days.
Wayve stressed the transaction is an employee liquidity event rather than an investor sell-off, with staff selling existing shares to approved investors rather than the company raising fresh capital.
The sale follows Wayve’s US $1.2bn Series D funding round earlier this year, which valued the company at US$8.6bn, and comes as the self-driving software developer prepares to launch ‘robotaxis’ in central London.
Wayve’s Chief Executive, Alex Kendall, said the US$85m deal reflected its commitment to “retain and reward the best talent in our industry”. “This is the second time Wayve has done this” he posted on X.
London Stock Exchange Group Chief Executive Dame Julia Hoggett said the auction demonstrated the “growing momentum” behind the new market, adding it showed how PISCES could help companies deliver liquidity for employees while supporting the next stage of growth.
What is PISCES and how does it work?
PISCES is a new type of regulated trading platform enabling existing shareholders in private companies to sell their shares on an intermittent basis. Both UK and overseas private companies may participate.
PISCES is not for retail investors. The ability to buy and sell is limited to institutional or sophisticated investors, high-net-worth individuals and employees and directors buying selling shares in their own company.
A company may not use PISCES to raise new capital, it is only for trades in existing shares. It can control when trading windows occur and who buys shares.
Why might PISCES be important for your company’s employee share scheme(s)?
PISCES provides a new way for private companies to enable their employee shareholders to sell their shares (create a liquidity event) or for employees to acquire shares.
For any company needing to provide liquidity for shareholders but not ready to sell or launch a full IPO, PISCES offers a simpler and lower cost solution.
This is particularly useful where there are no plans to sell the company, launch an IPO or bring in an external investor willing to buy employees’ shares.
New employee share schemes, including approved share options such as Enterprise Management Incentive (EMI) or Company Share Option Plans (CSOPs) can now include as an additional exercise trigger the company’s participation in PISCES, in the same way as, for example, a takeover or IPO.
In addition, under relieving provisions introduced in the Finance Act 2026, existing EMI and CSOP schemes can be amended retrospectively (generally, with option holder approval) to allow PISCES to be introduced as an additional exercise event, without adversely impacting the tax beneficial status of the options. HMRC Guidance also states that if wished, an optionholder’s right to exercise triggered by PISCES can be made conditional on achieving new performance conditions.
This more relaxed amendment regime applies to all options granted before 6th April 2028. If a company wants PISCES to be an exercise trigger for any EMI or CSOP options granted from that date, it will need to be specified as an exercise event from the start.
How does PISCES affect share options’ tax?
Selling shares through PISCES retains the ability of EMI and CSOP optionholders to pay only capital gains tax on their option gains (currently 24% or sometimes 18%).
However, there are some employee share schemes where participants will instead be subject to income tax (for example, gains on non-approved share options). There could then also be a National Insurance liability (for both employee and employer).
Broadly, if an income tax liability arises in relation to shares in an independent private company where there are no arrangements under which they can be sold, this will normally be payable by the employee under self-assessment.
But where there are “trading arrangements”, income tax will instead be collected under PAYE and NI will also be due. HMRC have confirmed that this will be so if, when the tax liability arises, a company’s shares are permitted to be traded on PISCES (or this is anticipated).
On a more positive note, there is also the advantage that share sales on PISCES are exempt from Stamp Duty and Stamp Duty Reserve Tax.
How much does PISCES cost?
From 1 January 2027, the London Stock Exchange intends to charge:
- an annual fee of £25,000
- a reduced fee of £15,000 for companies joining during the second half of the calendar year.
There may be some other costs to add, for example to ensure the company’s constitutional documents are compatible with share transactions through PISCES.
What does Wayve's PISCES transaction mean for UK private companies?
Wayve’s decision to offer trading for employee shareholders though PISCES looks to be a significant vote of confidence. PISCES is here, it’s real and it’s being used. Any company that anticipates it will have, at scale, employee shareholders wishing to turn their shares into cash should now be considering whether to include it as part of planning how its employee share scheme(s) will operate.
Interested in implementing an employee share scheme?
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