Wholesale Investors — s708 Corporations Act

A New Asset Class. Real Businesses. Real Cash Flow.

BPC Capital gives sophisticated wholesale investors access to Australian SME equity and cash flow — a segment that has historically been accessible only to private equity firms and family offices with the scale to invest directly.

The Opportunity

Why Australian SME Equity

Australia has 2.6 million SMEs generating approximately $500 billion in GDP annually. Over the next decade, more than 1.4 million of these businesses will change hands as their Baby Boomer owners retire — the largest generational wealth transfer in Australian history.

The $38 billion equity funding gap identified in the ABGF's 2024 Powering the Growth Economy report (based on 3,500 SME interviews) reflects a structural market failure: these businesses are too small for traditional private equity, too large for micro-finance, and unable to access the ASX.

BPC Capital sits directly in this gap — acquiring equity from business owners who need a succession solution, and providing wholesale investors with governed, structured exposure to the resulting cash flow stream.

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Uncorrelated to listed markets

SME operating cash flow is driven by local economic conditions and business fundamentals, not ASX sentiment or global macro volatility.

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Proven cash flow, not growth promises

BPC Capital targets established, profitable businesses with verified operating history — not startups or pre-revenue ventures.

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Diversification across sectors and geographies

The fund invests across multiple sectors and states, reducing concentration risk.

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Active governance

Independent Compliance Committee, external custodian, quarterly reporting, and annual audit — the same protections you expect from listed products.

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Secondary liquidity via the BPC Capital Exchange

Unit holders can re-offer their investment to other qualified investors — providing a liquidity pathway that does not exist in the direct SME market.

Fund Structure

How the Investment is Structured

Vehicle

Unit trust (fixed trust) — registered Managed Investment Scheme

Responsible Entity

AFSL-licensed, independent Responsible Entity

Eligible Investors

Wholesale investors only (s708 Corporations Act 2001)

Income

Distributions from SME operating cash flow, paid quarterly

Capital Growth

Participation in business value appreciation on exit or refinancing

Reporting

Quarterly investor reports, annual audited financial statements, AMIT tax statements

Governance

Independent Compliance Committee, external custodian

Trust Tax

Fixed unit trust structure — explicitly excluded from the July 2028 discretionary trust minimum tax

Secondary Market

BPC Capital Exchange — unit re-offer to qualified buyers with CA and offline settlement

Eligibility

Wholesale Investor Certification Required

Investment opportunities on this platform are available exclusively to wholesale investors as defined under section 708 of the Corporations Act 2001 (Cth). You will need to provide certification of your eligibility before accessing deal information.

Net Assets ≥ $2.5M

Certified by a qualified accountant (CA/CPA/ICAA)

Gross Income ≥ $250,000 p.a.

For each of the last 2 financial years, certified by accountant

Professional Investor

AFSL holder, body regulated by APRA, or listed entity

Sophisticated Investor

Assessed on experience and knowledge by the Responsible Entity

This page is for informational purposes only and does not constitute financial product advice, an offer to issue securities, or a recommendation to invest. BPC Capital operates under an Australian Financial Services Licence. Investment in an unlisted unit trust carries risk, including the risk of loss of capital. Prospective investors should obtain and read the Product Disclosure Statement and seek independent legal, financial and tax advice before making any investment decision.