TBW - Mark Kepeneghian (Lise): "Achieve the first on-chain IPO in the first half of the year"
The Big Whale: You obtained your licence last October. The market is now waiting for execution. When will we see the first IPOs on Lise?
Mark Kepeneghian: The aim is to launch the first operation around the middle of the first half of 2026. The choice of the first company will be crucial, as it will carry a strong symbolic charge. We have several applications, but we have decided to focus on what we think is most useful: the French industrial fabric.
Today, an industrial SME with EBITDA of a few tens of millions of euros and stable growth can easily find debt. However, equity financing is a sticking point. The traditional stock market does not cater for these players, and venture capital funds focus on hyper-growth. There is a huge gap. We want to show that our technology is not an end in itself, but a tool for redirecting savings towards industry. This is a problem that France and Europe have been trying to solve for decades.
The blockchain technology argument is not enough, what is your competitive advantage in concrete terms?
The central point is that we have instant settlement-delivery, with no "account remainder", and with a unified infrastructure. This is a first: we are managing both cash settlement and securities settlement within the same system, without going through the classic scheme of European marketplaces: no T+2 cycle, no clearing house, not the same chain of intermediaries, nor the same dependencies on traditional rails.
What is the direct impact for financial intermediaries?
It reduces costs, obviously, by removing layers of intermediation. But the biggest impact is not just lower costs: it's immediacy, because it removes a huge part of the operational complexity.
Take the case of an individual investor who buys an LVMH share via Boursorama. The order is executed, but settlement has not yet taken place. In this world, the intermediary keeps a form of dual accounting, 'positions' versus 'securities', and you have a middle/back office whose job consists partly of reconciling, checking and correcting discrepancies. In our scheme, atomicity and instantaneity massively reduce this need, which creates immense value for intermediaries, particularly in terms of simplification, resilience and reduced operational risks.
"With us, the issuer has just one contract: Lise"
And on the IPO issuer side, where is the most visible break?
In the traditional model, an IPO involves multiplying the stakeholders: listing sponsor, investment bank, and a whole series of intermediaries. With us, the issuer has just one contract: Lise. This is a very concrete point.
And there is a second break: the IPO process is digitised from start to finish. It's not "the blockchain" that's doing this: it's the digitisation of the process. In practical terms, the issuer follows a path through the platform, submits its documents, invites its advisers (lawyers, auditors, etc.), and the information document is automatically created as it goes along. At the end, when everything is complete and compliant, we accept this document and the deal can go ahead.
You refer to IPOs "under the prospectus threshold". Could you be more specific?
We are relying on European regulatory developments, in particular the European Union "Listing Act", which is due to come fully into force in 2026, and which raises the threshold for making an IPO without a prospectus from €8 million to €12 million. Below this threshold, there is no AMF approval: we are dealing with an information document, validated and admitted via the marketplace.
Where we are different is that this information document (which, historically, has been constructed by intermediaries) is technically produced by the platform, because the issuer structures and fills in the information in a digital pathway. The result is a much simpler, faster and, above all, much cheaper process.
€30,000 for an IPO on Lise
And what about costs?
On average, an IPO process with us takes around 4 months, compared with 8 to 12 months on traditional schemes. And above all, the fixed costs "before raising": with us it's around €30,000, whereas an IPO on another market (adding up the intermediaries) can quickly represent €200,000 to €300,000 in fixed costs, even before raising.
But the real issue is not just entry: it's life after listing.
That is?
An SME listed on an "SME" market has to pay the stock exchange, the central depository, compliance, communications, market making, paying agency, research and other service providers every year. Some of these services are compulsory. And, in practice, they often cost between €180,000 and €220,000 a year.
Let's take a €3 million IPO: you raise equity, but then you end up with an annual charge that looks almost like a bond coupon... except that it's 'for life' for as long as you remain listed. This is one of the reasons why we see a lot of SME delistings: at the beginning, you have the cash, everything's fine; two years later, the bill becomes heavy and the decision becomes rationalised.
With us, this complexity disappears: the issuer doesn't have a constellation of service providers, they only have one. And the level of costs is incomparable.
And for investors? Your clients are the issuers... but also those who buy these shares.
There are two models. The first is our ability to welcome "member" investors directly, thanks to an exemption granted by ESMA. In practical terms, instead of having to go through a broker to access the market, investors can open an account directly on the market infrastructure. They will have the impression that they are on a broker-type interface, but they are not with a broker: they are on the exchange. We're not a broker, we don't do RTO; the investor interacts directly with the market.
This is a model that exists almost nowhere else in these terms: fewer intermediaries, lower costs, direct access to order books and information.
The second model is access via traditional envelopes and channels: PEA, PEA-PME, private banks, intermediaries.
What will be your main 'plus' on the investor side?
Choice. Today, an individual who wants to invest in an SME via their PEA often can't, because the asset isn't distributed through their intermediary. We are making accessible assets that remain difficult to buy in the current architecture.
Will you charge fees on orders?
On executed transactions, not on unexecuted orders. And we're thinking about a mechanism: the issuer would pay a little more in annual fees, and in return, investors would no longer be charged transaction fees on its stock. The idea is simple: fees create friction and reduce liquidity. Eliminating them can increase volume and improve liquidity, and therefore the cost of capital.
"For a professional, the real measure of liquidity is the spread"
How are you tackling the subject of liquidity on your future platform?
Liquidity is the finality of everything else. It depends first and foremost on the quality of the issuer. If you list a company like SpaceX, the question doesn't arise. Then, the other key lever is information. There is a structural problem with SMEs: the lack of financial research. Without analysis, there is no exchange.
So we have formed a partnership with Valutico: we include in the annual fees two pieces of research a year, published and distributed free of charge. This feeds the market with information and reduces part of the illiquidity premium. And unlike the classic "Issuer Paid" model, we are the ones paying, which limits conflicts of interest and feeds the market with information.
On SME markets, volume is often anaemic. How will you measure success in this area?
Volume is a surface figure. For a professional, the real measure of liquidity is the spread (the difference between the buy and sell price) and the depth of the order book.
The idea is that an intermediate-sized order (say €10,000) should not cause an inordinate price gap. This is what we call market impact. Volatility is not necessarily harmful if it is linked to fundamental information (a new order, a macro change), but it is problematic when it is induced by the risk of illiquidity. Our job is to reduce this 'friction' to give investors greater security.
You will also be offering 24/7 listing. Is this really necessary for equities?
Studies show that retail is more active in crypto than in equities because decisions are often made in the evening or at weekends, when traditional markets are closed. 24/7 is a lever to attract this investor base.
The challenge remains market making. For the moment, we favour structures used to listed regulated markets. However, our 24/7 model creates a rupture. Traditional market makers are not organised to quote on Sundays at 3am. So we're talking to crypto-native players who have mastered this continuity perfectly. It's a paradigm shift: technology imposes new partners.
You operate on a private blockchain, Hyperledger Besu. Why this technological choice rather than a public blockchain?
We have tested all the solutions over the past seven years. Our engineers chose Hyperledger for 100% technical reasons: low block time, no energy wastage (no native crypto in circulation) and robust maintenance by the Hyperledger and Linux Foundation teams. We were previously on a Proof-of-Authority (POA) version of Ethereum, but we didn't want to stay on an infrastructure that was no longer maintained after "The Merge". Besu offers us the resilience demanded by the ECB and regulators.
"Version 2 of the pilot scheme will take time"
Is the European pilot scheme sufficient for your ambitions?
It's an innovative foundation that allows infrastructures to be merged, but it has limits. At present, derivatives cannot be traded, and there are ceilings: €500 million of capitalisation at issue and €6 billion of total free float on the infrastructure.
A "market integration package" published in December aims to modify these thresholds, potentially by significantly raising the overall ceiling and removing certain limits. The issue is timing: "version 2" will take time.
There is also a problem of perception: they call it a "pilot" like a sandbox, but for issuers and investors, these are not tests: these are real IPOs and real listings.
What about European competition? In particular, we can see the German 21X project moving forward on a similar regulatory basis to Lise...
21X is effectively on the same trajectory as us as part of the European pilot scheme. Like Lise, they have opted for the DLT TSS model, which combines trading and settlement functions. However, our operational approaches differ on one key point: the nature of the assets and the depth of the service.
For the moment, they don't seem to be positioning themselves in the equities segment with the same specificity as we are. Our added value lies in the native maintenance of the shareholder register, a central depository brick (CSD) that we are the only ones to operate in this way for companies.
Where they are developing a market infrastructure for various financial instruments (in particular bonds), we are focusing on solving the equity problem of SMEs through complete vertical integration of the title deed.
Could a bank launch its own tokenised exchange and compete with you?
A bank can technically develop the solution, but it will come up against the problem of neutrality. An exchange is a marketplace that must connect all the players. Competing banks will have no interest in connecting to a rival's infrastructure. That's why, historically, exchanges either belong to consortia or are independent.
Our strength lies in this neutrality and our unique CSD (Central Securities Depository) accreditation, which allows us to hold the register directly on the blockchain, without a digital twin.
What happens if an issuer wants to leave Lise for a traditional exchange? Is it a golden prison?
There are three options: delist, transfer the listing, or do a dual listing. Technically, for us, some options are simple. The difficulty lies mainly in interoperability with a T+2/T+1 infrastructure that does not have the same information management. But, in principle, it's possible: you don't put the issuer "in a cage".
"The partnership between Nasdaq and DTCC shows that natively tokenized equity is the real issue"
The Capital Markets Union (CMU) is often talked about as a failure. What is your view?
The UMC was a near-failure because it aimed for unification from above, which was very political. We are now seeing a shift towards a more pragmatic approach based on sovereignty and economic autonomy. The objective is clear: to redirect European savings towards local issuers. Lise fits perfectly into this logic by removing barriers to entry for SMEs.
In the United States, the SEC recently paved the way for DTCC for native tokenisation. Is this a threat?
It's a massive signal. The partnership between Nasdaq and the DTCC shows that natively tokenised equity is the real deal, far ahead of mere fund distribution (tokenisation for show). In Europe, this has accelerated discussions. We find ourselves in a unique position: we are already operational where the American giants are just starting to explore.
What is Lise's trajectory for 2026?
We will start with equities, then gradually open up the exchange to other financial instruments: listed funds, bonds, derivatives and options. We want to be a fully-fledged, global and European stock exchange.
To achieve this, the support of the banks is essential. They are the ones who hold the relationship with SMEs and investors. Our capital is intended to reflect this ecosystem. We are not a "crypto box" that wants to replace the bank, but an infrastructure that enables the bank to once again become efficient on the capital markets.
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