TPE: Creating an innovative route to asset level liquidity in private markets

Private markets have grown rapidly over the past decade, yet liquidity has remained structurally constrained particularly for single assets. While capital has scaled, the infrastructure to support efficient secondary trading in individual assets has not kept pace.

Secondary transactions have remained fragmented, often relying on processes typically restricted to a narrow set of market participants with limited standardisation around disclosure, pricing and governance. The UK government’s PISCES (Private Intermittent Securities and Capital Exchange System) was designed to address this gap by enabling a regulated, scalable route for intermittent liquidity in private securities.

The London Stock Exchange’s Private Securities Market (PSM) — developed in consultation with companies, shareholders and investors — introduces a structured environment for intermittent trading in private securities, operating within the HMT’s PISCES Financial Markets Infrastructure sandbox. This allows private assets to trade while companies remain private, combining proportionate disclosure with a recognised market venue.

Within this environment, the TPE Investment Company (TPEIC) provides a standardised investment structure that enables asset-level access to private companies through a repeatable, exchange connected model. Together, this establishes, for the first time, a centralised mechanism for price discovery and liquidity formation in individual assets — a landmark moment not only for PSM, but for the UK private markets ecosystem.

Despite the scale of global private markets, asset level liquidity has historically been fragmented and difficult to access. Secondary transactions have often relied on bespoke arrangements, bilateral negotiations and inconsistent standards around disclosure, pricing and governance.

For institutional investors, this has made participation more difficult to assess, particularly when evaluating unfamiliar structures. Introducing something new into private markets requires immediate credibility, clear governance and recognised market infrastructure. Without those foundations, investor confidence is harder to establish, especially in environments where bespoke arrangements and fragmented processes have historically been the norm.

At the same time, private companies and their shareholders have faced limited options for achieving orderly liquidity. Traditional routes can be disruptive, time consuming or misaligned with long term business objectives.

The challenge for TPE was to create a solution that could serve all parts of the ecosystem while meeting the expectations of market participants.

Crucially, introducing an investment type model into private markets required, recognised market infrastructure and a clear regulatory framework, noting that even well-designed structures risk failing to attract the depth of participation needed to succeed.

The Private Securities Market addresses private market liquidity challenges by providing a structured, regulated environment for private market transactions. Operating as a PISCES venue, it enables intermittent trading through periodic auctions while maintaining a private company’s status, using the Exchange’s existing public markets infrastructure and technology to quickly and efficiently match buyers with sellers and settle transactions.

TPE utilised this infrastructure with a standardised investment company structure designed to operate at the asset level. Rather than focusing on the mechanics of private market trading, the emphasis was on creating a consistent, repeatable approach that could operate within the PISCES market model.

The first implementation of this model was the Oxford Science Enterprises (OSE) transaction. OSE, the commercialisation vehicle associated with the University of Oxford, represents long-term exposure to a differentiated innovation pipeline spanning deep tech, artificial intelligence, semiconductors, biotechnology and life sciences.

As OSE entered a more mature phase of development, with a growing track record of realisations, the structure provided a route for shareholder liquidity without disrupting the company or requiring a public listing.

By operating through the PSM, the transaction benefited from an exchange operated venue, proportionate disclosure and a transparent price formation process. For investors, this represented a significant step forward: access to a high-quality private asset through market infrastructure that had not previously existed in the UK.

The completion of the first auction on the Private Securities Market marked a proof point for asset level private market liquidity. It demonstrated that liquidity can be organised through a centralised, exchange-operated process, rather than through fragmented secondary channels, enabling broader participation and more efficient capital formation in private markets. It also showed that a scalable model can work in practice, supported by innovative market infrastructure and a clear regulatory framework.

For investors, it demonstrated that private assets can be accessed through a recognised, structured environment rather than fragmented bilateral processes. For companies, it allows the ability to have investors’ liquidity needs managed through the TPEIC structure instead of by direct management, while shareholders wanting to sell shares receive equal treatment throughout the process.

Beyond this first auction, the broader significance lies in what it enables next. The model creates a template that can be applied to other high-quality private companies and assets, activating a wider ecosystem of participants and supporting the emergence of more accessible private markets. This establishes a viable model for organising private market liquidity through a centralised, repeatable process at the level of individual assets.