FRANCE Trends and Developments Contributed by: Nicolas Karmin and Pauline Le Faou, Sullivan & Cromwell LLP
five in 2024, out of which only two qualify as jumbo deals, namely Exosens and Planisware. The ongo - ing lack of confidence in public markets continues to undermine IPOs as a viable exit route. While 2024 may offer preliminary indicators of a potential rebound, IPO activity in France is likely to remain subdued in 2025, as prospective issuers notably face the challenge of substantiating the high valuation secured during their latest PE funding rounds, together with a high uncer - tainty environment. However, recent developments in French laws and regulations could support a new momentum on the IPO market. • A new legal framework was adopted in 2024, designed to make the Paris financial markets more attractive, in particular via the introduction of mul - tiple voting rights and the simplification of share capital increases without preferential subscription rights. • The board of the French market authority ( Autorité des marchés financiers ) amended its general regu - lation in March 2024 to cancel the requirement for a retail tranche offering as part of IPO processes; this more favourable and attractive IPO regulation may support a new momentum of PE exits through public markets. In addition, the concept of private IPOs is gaining traction within the European Union, inspired in part by the UK’s more advanced framework in this area – particularly the UK’s Private Intermittent Securities and Capital Exchange System (PISCES). This newly introduced platform enables private companies to generate intermittent liquidity, sometimes regarded as a pre-listing mechanism, helping companies build the necessary reporting discipline, engage with multiple stakeholders, establish robust information processes and assume financial accountability. That being said, in France, the concept of “private IPO” remains blurry and needs to be further defined and structured so that it could become a credible exit option.
It is to be noted, in this context, that the European Commission’s strategy statement on the Savings and Investments Union, published on 19 March 2025, highlights that the lack of viable exit options for inves - tors remains a key barrier to the development of ven - ture and growth capital funds in the EU. The statement further emphasises the need to enhance secondary markets for private capital, including measures to facilitate investor exits from private companies. In the coming years, innovative approaches will be essen - tial to improving capital access for smaller companies while offering private investors greater opportunities to engage with high-growth firms that are not yet ready for public listing. Secondaries gaining ground as an alternative exit route Amid a persistently sluggish exit environment, PE sponsors in France are increasingly turning to the secondaries market as an alternative path to liquidity. One prominent solution gaining traction is the use of GP-led secondary transactions, particularly through so-called continuation vehicles. This arrangement allows a manager to transfer one or more assets from an existing fund to a new investment vehicle created specifically for this purpose. These transactions offer flexibility in uncertain market conditions, providing time and capital to further grow quality assets while addressing LP demand for distributions. This type of set-up now accounts for a significant share of exits, and an increase in such operations is expected in 2025, including in France.
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