Press release: AMF GT Forum IPO report

Paris, July 8, 2025

The IPO Forum working group publishes its final report: "Recommendations on possible changes to IPO practices in France".

For several years, France, like other European markets, has seen a decline in the number of initial public offerings (IPOs). To reverse this trend and boost the attractiveness of the French market, several reforms were launched in 2024, at both national and European level.

Against this backdrop of regulatory modernization, the AMF wished to go a step further and consider possible changes to its doctrine, particularly with regard to IPO timetables and the promotion of best practices. To this end, the IPO Forum was asked to initiate a collective reflection, in consultation with a large number of Paris market stakeholders.

A working group was set up to carry out a wide-ranging consultation with experienced professionals (bankers, legal experts, lawyers, investors, issuers) in order to identify potential bottlenecks, analyze the advantages and limitations of current practices, and propose appropriate avenues for development, taking into account comparisons with other financial centers, notably in the European Union.

The report addresses a number of key issues and puts forward concrete proposals for improving the IPO process in France:

• Tripartite prospectus: the consultation of market professionals revealed a plebiscite in favor of the French practice of publishing a tripartite prospectus, responding in particular to investors' desire to have the fullest possible information on the issuer in the form of a registration document, prior to the offer. The report therefore proposes that this practice be highlighted by the AMF as a best practice, while recommending that the AMF be prepared to provide any issuer requesting it with a nihil obstat confirming the completion of the instruction in the event that the issuer chooses not to publish a registration document prior to the publication of the analysts' research reports.

• Timetable and status of companies: (i) maintain the flexibility enabling issuers to determine the prospectus approval timetable best suited to each transaction (before or, in the absence of a retail offering, after the order book has been built up); (ii) if a supplement to the prospectus is required, enable it to be approved within a timeframe compatible with the rapid progress of an offering; (iii) re-examine the minimum 5-day period provided for in AMF doctrine between approval of the registration document and approval of the prospectus.

• Conditions for preparing and making available research: (i) maintain the practice of allowing syndicate analysts to circulate research notes prior to the offering and to carry out a PDIE (pre-deal investor education), regardless of whether or not a registration document has been published beforehand; (ii) make it optional for syndicate analysts to meet prior to prospectus approval.

• Price range and transaction size: (i) remove the AMF's recommendation concerning the size of the price range (currently +/-15%) and refer to the pricing rules set out in the Prospectus Regulation; (ii) re-examine the appropriateness of maintaining all the IPO recommendations set out in the prospectus preparation guide published by the AMF.

• Mobilizing retail investors: while the market consultation revealed a very positive reception for the reform, which made the retail tranche optional and contributed to making the Paris marketplace an attractive place for IPOs, industry professionals are keen to encourage the success of such a retail offering when chosen by the issuer. In this respect, the report suggests (i) examining possible (non-mandatory) incentive mechanisms on a case-by-case basis; and (ii) recognizing the possibility for issuers who decide to reserve a tranche of the offering for retail investors, to run marketing campaigns aimed at these investors, even if the prospectus is in English.

• Other feedback: (i) enhance the value of cornerstone investors, as their early commitment plays a central role in securing part of the offering and reinforcing the credibility of the deal; (ii) communicate on the attractiveness of the French market by better highlighting the strengths of the Paris marketplace, notably through targeted campaigns and more proactive upstream communication to attract investors.

After being presented to the AMF, the recommendations made in this report were considered by the market authority to be an important and high-quality piece of work. These recommendations will be submitted to the AMF Board for consideration of possible reforms in this area, notably to the AMF's IPO policy.

The working group hopes that these proposals will help revitalize the French stock market and attract more issuers to the Paris marketplace.

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About Paris Europlace: Paris Europlace promotes the Paris financial center in France, Europe and internationally, in order to foster its development in all its dimensions. Paris Europlace defines market positions and promotes them to public authorities and other stakeholders. The association has two specific branches, the Institut de la finance durable and Finance Innovation, and brings together more than 600 players in the Paris financial marketplace.

About the IPO forum: created under the aegis of Paris Europlace in 2022 following the signing of the " common guide to best practices " by all bankers and investors in the Paris marketplace, this forum aims to encourage concrete and constructive dialogue between financial professionals in Paris (banks, financial advisors, lawyers, investors and representatives of public authorities), with a view to enhancing the attractiveness of our market for IPOs. It meets at regular intervals, providing a forum for reflection and concrete proposals in a proactive and constructive spirit.