Private Equity in Tunisia: what opportunities for investors in 2026?

For a long time, private equity played a discreet role in the Tunisian financial landscape, far behind bank lending. In 2026 the picture is changing markedly: a public fund of funds, new regional growth funds, international institutional investors and SME financing schemes are converging to build a genuine private equity (PE) and venture capital market in Tunisia. For an investor, a fund, a business owner looking for a partner or a foreign group considering an equity stake, the question is no longer whether this market exists, but how to access it, on what terms and with what legal safeguards. This article reviews the main announcements and initiatives of 2025-2026, the most promising sectors, the differences between growth capital and buyouts, and then the legal, governance, valuation and exit points an investor needs to master before committing. 1. An institutional phase for Tunisian private equity The Tunisian private equity market is entering what can be described as an institutional phase. It is characterised by three developments: - direct involvement of the State and public agencies as anchor investors, through a dedicated fund of funds; - the arrival or reinforcement of international financial institutions (the European Investment Bank, Proparco) subscribing to funds run by professional teams; - the upgrading of local and regional funds, with larger ticket sizes and a presence up to the growth and late stages. This phase does not remove the traditional difficulties (market size, exits, macroeconomic volatility), but it creates a more structured, more readable and more attractive framework for private capital, both Tunisian and foreign. 2. Startup Invest and the ANAVA fund of funds: a EUR 100 million lever One of the defining announcements is the Startup Invest fund of funds, linked to ANAVA, with a stated target of mobilising EUR 100 million. According to the publicly available information: - the fund of funds targets EUR 100 million; - it is intended to invest in more than 13 funds; - tickets can reach up to EUR 15 million for late-stage transactions. The mechanism is that of an anchor investor: instead of financing companies directly, the fund of funds subscribes to specialised funds (venture capital, growth capital, etc.), which in turn invest in companies. This creates a multiplier effect: each public dinar invested is meant to attract additional private and institutional capital. For fund managers, it is a fundraising opportunity. For companies, it means better access to equity financing, including at advanced stages of development. 3. The EIB and SPE Growth Fund III: a strong signal in July 2026 In July 2026, the European Investment Bank (EIB) announced its commitment to the SPE Growth Fund III, focused on the EU Southern Neighbourhood. The announced orders of magnitude are as follows: - target fund size: around USD 350 million (about EUR 308 million); - EIB commitment: around USD 25 million (about EUR 22 million). This is a regional fund, not an exclusively Tunisian one. It is nonetheless an important signal: Tunisia is part of the target area of a growth vehicle with significant resources, which confirms European institutions' interest in growth companies on the southern shore of the Mediterranean. 4. The EIB track record in Tunisia: over EUR 312 million in 23 funds The EIB's July 2026 commitment builds on a long-standing presence. Since 1998, the EIB has committed more than EUR 312 million to 23 private equity and venture capital funds in Tunisia. This track record is a maturity indicator: it shows that the market has already hosted several generations of funds, that management teams have built references and that institutional investors have been active over the long term. This is reassuring for new entrants, who benefit from an existing ecosystem (managers, advisers, auditors, lawyers, banks). 5. Recent fundraising: LoftyInc Alpha Fund I and EmergingTech Ventures Fund II Two initiatives illustrate the diversification of the funds active in or targeting Tunisia: - LoftyInc Alpha Fund I: in 2025, ANAVA committed USD 2.5 million to this fund, illustrating the anchor-investor role played by the public scheme; - EmergingTech Ventures Fund II: in June 2026, Proparco (part of the Agence Française de Développement group) announced its commitment to this fund, whose size is around USD 60 million, with capacity of up to USD 80 million. These two examples show that public capital and development finance institutions play a seeding role with managers, which then makes it easier for private investors to come in. 6. BFPME: proximity financing for SMEs Alongside funds, the Banque de Financement des Petites et Moyennes Entreprises (BFPME) remains an important player in project financing in Tunisia. In July 2026 it reports 67 projects. For an investor, BFPME is useful in two ways: - as a potential co-financier, which can reassure other investors about the soundness of a project; - as an indicator of entrepreneurial momentum beyond large companies, in the regions and in promising sectors. Schemes of this kind usefully complement private equity funds, which tend to focus on companies that already have a proven size and business model. 7. The most promising sectors Recent initiatives and the funds active in the region converge on five main areas: - Technology and digital: IT services, software, fintech, outsourcing, digital start-ups; - Industry: mechanical, electrical and electronic subcontracting, components, export-oriented value chains; - Renewable energy: solar and wind generation, energy efficiency, related services; - Healthcare: clinics, laboratories, medical devices, digital health, the pharmaceutical industry; - Agritech and agri-food: processing, value addition for agricultural products, water and irrigation technologies, exports. Each of these sectors combines a need for capital, growth potential and export capacity, three elements funds look for. 8. Growth Capital or Buyout: two different logics It is essential to distinguish the two main families of transactions, because they follow different rules. Growth Capital - Purpose: financing the growth of an existing company (new capacity, new markets, acquisitions); - Stake: generally a minority, with negotiated governance rights; - Management: stays in charge and keeps most of the control; - Instruments: capital increase, convertible bonds, shareholder current accounts; - Sensitive points: valuation, exit rights, dilution clauses. Buyout - Purpose: acquiring a majority stake or control of a company, often on a succession, a shareholder exit or a reorganisation; - Stake: majority or control; - Management: the fund is usually behind the transformation plan and may support or replace the team; - Instruments: acquisition of shares or equity interests, acquisition holding company, debt financing; - Sensitive points: in-depth due diligence, asset and liability warranties, acquisition financing, integration plan. In Tunisia, growth capital remains more widespread today, while buyouts are developing, particularly for family businesses facing succession issues. 9. Key legal points A private equity transaction in Tunisia draws on several branches of law. The main points to check are: - Choice of vehicle: venture capital investment company (SICAR), venture capital mutual fund (FCPR) or another structure, depending on strategy, tax and target investors; - Investment framework: rules applicable to foreign investment, possible incentives and benefits, formalities to complete, notably under the 2016 investment law and its implementing texts; - Start-up status: for young companies, check the label and benefits provided for under the Startup Act; - Company law: the target's legal form, share transfer rules, pre-emption rights, majorities required for major decisions; - Exchange control: conditions for bringing capital in and repatriating dividends and sale proceeds, formalities with the Central Bank of Tunisia and authorised intermediaries; - Competition: analysis of possible merger control depending on the size of the transaction; - Financial markets: Capital Markets Board (CMF) rules where the target is listed or has made a public offering; - Sector authorisations: healthcare, energy, transport, regulated activities, sometimes with conditions on foreign participation; - Tax: treatment of capital gains, dividends, tax treaties and hybrid instruments. These points are not mere formalities: they determine the feasibility, cost and security of the transaction. 10. Governance and the shareholders' agreement The shareholders' agreement is the central document of a private equity transaction. It translates the relationship between the fund and the existing shareholders into rights and obligations. The most common clauses are: - Governance: composition of the board of directors or supervisory board, right to appoint directors, specialised committees; - Reserved matters: list of decisions requiring the investor's consent (budget, borrowing, acquisitions, appointments, amendments to the articles); - Information: regular financial reporting, access to the accounts, audit rights; - Anti-dilution protection: pre-emption rights, anti-dilution clauses, preferential subscription rights; - Liquidity: tag-along, drag-along, right of first offer or pre-emption; - Management undertakings: exclusivity, non-compete, non-solicitation, good leaver / bad leaver clauses; - Dispute resolution: governing law, courts or arbitration, resolution mechanisms. A well-drafted agreement protects both the investor and the company: it prevents conflicts, clarifies roles and eases the exit. 11. Valuation and due diligence Valuation is often the most negotiated point. In Tunisia it generally relies on the usual methods (EBITDA or earnings multiples, discounted cash flows, comparables), with adjustments for country risk, the liquidity of the stake and the quality of financial information. Before committing, the investor carries out due diligence covering in particular: - financial: quality of earnings, cash, debt, working capital needs; - legal: ownership of assets, key contracts, litigation, regulatory compliance, licences; - tax and employment: potential reassessments, position with social security bodies, employment contracts; - commercial and operational: customers, suppliers, dependencies, business plan; - environmental and compliance: applicable standards, anti-corruption and anti-money-laundering, ethics. The due diligence findings feed the negotiation of the price, liability warranties, conditions precedent and the shareholders' agreement. 12. Exit mechanisms Exit is the stage that determines return. Several routes exist in Tunisia: - Sale to an industrial or strategic investor: the most frequent route, notably for companies of interest to regional or international players; - Sale to existing shareholders or management: buy-back of the stake (management buyout, call option); - Sale to another fund: transfer to a larger private equity player; - Stock exchange listing: possible but still limited, via the Tunis Stock Exchange and markets suited to mid-sized companies; - Liquidation or buy-back by the company: last-resort solutions. The exit must be prepared at entry: holding period, liquidity clauses, minimum buy-back value and price allocation mechanisms are set out in the investment documents. 13. Risks to anticipate Private equity in Tunisia offers opportunities, but carries specific risks: - Macroeconomic risk: volatility of growth, exchange rates and inflation, a persistent trade deficit; - Liquidity risk: limited secondary market, difficulty of exit; - Governance risk: family businesses, sometimes insufficient financial information, incomplete separation between personal and company assets; - Regulatory risk: changes in the tax, exchange and investment framework, administrative delays; - Currency risk: mismatch between the investment currency and the currency of revenues; - Operational risk: dependence on a manager, a few customers or a few suppliers; - Litigation risk: length of court proceedings, importance of a well-drafted arbitration clause. These risks are not insurmountable obstacles. They are managed through rigorous target selection, suitable legal structuring, negotiated protections and active monitoring of the investment. 14. Summary table of opportunities The list below summarises the main opportunities and points of attention. It is a qualitative reading by ANILF, based on the publicly available information, and not an investment recommendation. Startup Invest / ANAVA fund of funds - Order of magnitude: EUR 100 million target, more than 13 funds, tickets up to EUR 15 million at late stage - Who it is for: fund managers, growth companies - Points of attention: eligibility criteria, fund governance, deployment timetable SPE Growth Fund III (EIB) - Order of magnitude: around USD 350 million (about EUR 308 million), EIB commitment of around USD 25 million (about EUR 22 million) - Who it is for: growth companies on the southern shore of the Mediterranean - Points of attention: regional fund, sector criteria, ESG standards and compliance Venture capital and technology funds (LoftyInc Alpha Fund I, EmergingTech Ventures Fund II) - Order of magnitude: USD 2.5 million from ANAVA in LoftyInc Alpha Fund I (2025); around USD 60 million, up to USD 80 million, for EmergingTech Ventures Fund II (Proparco, June 2026) - Who it is for: start-ups, technology companies - Points of attention: start-up status, intellectual property, data protection BFPME - Order of magnitude: 67 projects in July 2026 - Who it is for: SMEs and proximity projects - Points of attention: financing conditions, guarantees, co-financing with other investors Buyouts - Order of magnitude: varies with target size - Who it is for: family businesses, succession projects - Points of attention: due diligence, asset and liability warranties, acquisition financing, post-acquisition governance Priority sectors: technology, industry, renewable energy, healthcare, agritech - Order of magnitude: varies by fund - Who it is for: exporting companies or companies with high growth potential - Points of attention: sector authorisations, land, compliance, access to foreign currency 15. Key takeaways - Tunisian private equity is entering an institutional phase, driven by public players and international financial institutions. - The Startup Invest / ANAVA fund of funds targets EUR 100 million, more than 13 funds and tickets of up to EUR 15 million at late stage. - In July 2026 the EIB committed around USD 25 million (about EUR 22 million) to SPE Growth Fund III, a fund of around USD 350 million (about EUR 308 million) targeting the EU Southern Neighbourhood. - Since 1998, the EIB has committed more than EUR 312 million to 23 private equity and venture capital funds in Tunisia. - In 2025 ANAVA committed USD 2.5 million to LoftyInc Alpha Fund I; in June 2026 Proparco committed to EmergingTech Ventures Fund II (around USD 60 million, up to USD 80 million). - BFPME reports 67 projects in July 2026. - The most promising sectors are technology, industry, renewable energy, healthcare and agritech. - Growth capital and buyouts follow different logics; the shareholders' agreement, valuation, due diligence and exit strategy are decisive. - Risks (macroeconomic, liquidity, governance, regulatory, currency) are managed through sound legal structuring and active monitoring. 16. Investing in private equity in Tunisia with ANILF's support A private equity deal is won on the legal side as much as on the financial side. A poorly drafted agreement, incomplete due diligence or an unsuitable structure can cost more than a valuation mistake. ANILF supports funds, investors, managers and companies at every stage of a private equity transaction in Tunisia. Our work can notably cover: - choice and structuring of the investment vehicle (SICAR, FCPR, holding company, acquisition vehicle); - analysis of the framework applicable to foreign investment, exchange control and incentives; - legal, tax and employment due diligence; - negotiation and drafting of the letter of intent, investment agreement and shareholders' agreement; - asset and liability warranties, conditions precedent, closing; - structuring of growth capital and buyout transactions; - preparation and execution of the exit: sale, management buyout, stock exchange listing; - support for start-ups in fundraising and in obtaining the status provided for by the Startup Act; - dispute resolution and arbitration. Are you an investor, a fund manager or the head of a growing company? Before signing a letter of intent or a shareholders' agreement, have the structure, protections and exit strategy reviewed by local legal counsel. Conclusion Private equity in Tunisia is no longer a marginal market. Between the Startup Invest / ANAVA fund of funds, the EIB's commitment to SPE Growth Fund III, Proparco's initiatives, growth fundraising and BFPME's support for SMEs, the ecosystem is structuring and internationalising. The opportunities are real in technology, industry, renewable energy, healthcare and agritech. But they cannot be seized without method: choose the right logic (growth or buyout), negotiate a balanced shareholders' agreement, carry out serious due diligence, value the target properly and prepare the exit from day one. An effective private equity strategy in Tunisia therefore rests on three elements: a clear investment thesis, rigorous legal structuring and local support able to secure the transaction before it is committed. Note: the amounts and information cited come from public communications and announcements by institutions and funds, and may be clarified or revised later. Euro conversions are approximate. This article is for general information only and does not constitute personalised legal, tax or investment advice. Sources - European Investment Bank (EIB): communications on SPE Growth Fund III (July 2026) and on its commitments to private equity and venture capital funds in Tunisia; - Startup Invest / ANAVA: public information on the fund of funds and the investment in LoftyInc Alpha Fund I (2025); - Proparco: communication on EmergingTech Ventures Fund II (June 2026); - Banque de Financement des Petites et Moyennes Entreprises (BFPME): public information, July 2026.