L1 Capital Surpasses 12% Ownership in BMC Materials Following $60 Million Acquisition Drive

L1 Capital Confirms 12.05% Stake in BMC Materials as of 30 June 2026

L1 Capital Pty Ltd, an investment manager headquartered in Melbourne and registered under ACN 125 378 145, submitted a Form 603 Notice of Initial Substantial Holder to the ASX on 2 July 2026, confirming its substantial holding in BMC Materials Ltd as of 30 June 2026. The notice was signed by Jane Stewart, Head of Legal and Compliance at L1 Capital, affirming the disclosure’s accuracy and completeness.

With BMC Materials’ issued capital totaling 274,639,795 shares, L1 Capital’s 33,098,095 CDIs represent 12.05% of voting rights. Australian corporations law mandates entities acquiring 5% or more of a listed company’s voting shares to notify both the company and the ASX. This filing marks L1 Capital’s initial crossing of this threshold in BMC Materials, signaling a notable new entry on the shareholder register.

$60.3 Million Spread Over Multiple Purchases Marks L1 Capital’s Accumulation Strategy

Annexure B of the substantial holder notice details the transactions through which L1 Capital built its position. The accumulation began in early March 2026, starting with an on-market purchase of 23,302 CDIs on 5 March 2026 for approximately $55,450.89. Further acquisitions followed on 11 March (124,734 CDIs for about $295,619.58), 12 March (509,301 CDIs for roughly $1,184,124.83), 13 March (1,000 CDIs at $2,300.00), and 16 March (1,293,561 CDIs for approximately $2,976,095.79).

The pivotal transaction occurred on 30 June 2026, when L1 Capital acquired 19,561,134 CDIs for approximately $55,749,231.90. This single purchase comprised the majority of the overall stake and pushed L1 Capital’s holding beyond the substantial holder disclosure threshold. The total consideration for all six transactions amounts to about $60.26 million. Although the average price per CDI was not explicitly disclosed, the data allows for an approximate calculation.

Distribution of 33 Million CDIs Across Four Major Custodians

Annexure A identifies the registered holders of the CDIs in which L1 Capital holds a relevant interest. These securities are held by four leading global financial institutions acting as custodians. JPMorgan Chase Bank, N.A. holds 14,433,958 CDIs, Morgan Stanley & Co. International PLC holds 8,585,241 CDIs, Goldman Sachs International holds 7,103,766 CDIs, and Merrill Lynch (Australia) Nominees Pty Ltd holds 2,975,130 CDIs.

L1 Capital’s relevant interest stems from its authority to exercise or control voting rights and disposal of these securities as a discretionary investment manager or adviser for superannuation funds, pooled superannuation trusts, managed investment schemes, and investment management agreements. This arrangement is typical for institutional fund managers operating across multiple client mandates and does not imply that L1 Capital is the direct beneficial owner of all securities. The notice describes the relevant interest as the "power to (or to control) exercise vote and/or dispose of the securities."

L1 Capital’s Role as Discretionary Investment Manager and Implications for BMC Materials

Based in Melbourne at Level 45, 101 Collins Street, L1 Capital manages capital under various mandates including superannuation funds and managed investment schemes. As a discretionary investment manager, L1 Capital makes voting and disposal decisions for BMC Materials CDIs on behalf of its clients, rather than the custodian banks registered as holders.

The presence of a major institutional investor holding over 12% is significant for BMC Materials shareholders. Such a stake often reflects a deliberate assessment of the company’s value and prospects. However, holdings via discretionary mandates may be adjusted or liquidated depending on portfolio strategies, risk tolerance, or market conditions. The company update contains no statement from L1 Capital about its intentions, and the immediate impact on BMC Materials’ share price is unclear from public information.

Block Trade on 30 June 2026 That Elevated L1 Capital Above the Disclosure Threshold

The large-scale acquisition of 19,561,134 CDIs on 30 June 2026 for approximately $55.75 million is a key element of the disclosure. This substantial on-market trade appears to have been the event that caused L1 Capital’s aggregate holding to exceed the 5% substantial holder threshold for the first time. Under the Corporations Act 2001, L1 Capital was required to disclose this within two business days of becoming aware of crossing the threshold.

The Form 603 was lodged on 2 July 2026, complying with the two-business-day disclosure rule. The transaction’s size suggests a purposeful and concentrated portfolio build rather than passive accumulation. The company update does not include further commentary from L1 Capital regarding the rationale for the purchase, nor has BMC Materials issued a response to the substantial holder notice.

Understanding the CDI Structure for International Investors in BMC Materials

BMC Materials issues Chess Depository Interests rather than ordinary shares directly traded on the ASX. CDIs enable companies incorporated outside Australia to list on the ASX and trade in Australian dollars. Each CDI represents an interest in an underlying foreign share, granting economic and voting rights similar to direct shareholders, while legal ownership of the shares is held by a depositary.

In this disclosure, all 33,098,095 securities are CDIs, with voting power calculated based on total issued CDI capital of 274,639,795. This structure underscores BMC Materials’ international corporate framework and the typical custodian arrangements for companies using the CDI mechanism on the ASX.

March 2026 Purchases Reflect a Steady Price-Averaging Approach

The five acquisitions between 5 March and 16 March 2026 total 1,951,898 CDIs at a combined cost of approximately $4,513,590.09. These initial purchases were modest compared to the June transaction and indicate a deliberate price-averaging strategy executed over multiple trading days rather than a single opportunistic buy.

The interval between the March purchases and the next disclosed transaction on 30 June 2026 spans about three and a half months, during which no additional purchases are disclosed. Whether L1 Capital maintained its position, acquired securities below disclosure thresholds, or used other instruments is not addressed in the update. The disclosed consideration covers only transactions within four months prior to becoming a substantial holder, as mandated by the Corporations Act 2001.

Regulatory Obligations Governing Substantial Holder Disclosures

L1 Capital’s Form 603 filing is a legal requirement under Section 671B of the Corporations Act 2001. The obligation arises when a person first acquires a relevant interest of 5% or more in a company’s voting shares and must be disclosed to both the company and the ASX. The form details total voting power, nature of relevant interests, registered holders’ identities, and consideration paid for securities acquired in the preceding four months.

Jane Stewart, L1 Capital’s Head of Legal and Compliance, signed the Form 603 and annexures on 2 July 2026. L1 Capital reported no associates related to this holding, marking the nature of association as not applicable. This indicates L1 Capital is the sole substantial holder without aggregated interests from related parties.

Investor Considerations Following L1 Capital’s Entry into BMC Materials

The emergence of a sophisticated institutional investor holding over 12% of BMC Materials’ CDIs is a development for shareholders to watch closely. Market participants may look for further Form 603 or Form 604 filings from L1 Capital to gauge whether it is increasing, maintaining, or reducing its stake. A Form 605 would indicate a reduction below the 5% threshold.

Attention will also focus on any response from BMC Materials’ board or management regarding the new substantial shareholder and any upcoming company announcements that might clarify operational or strategic factors behind L1 Capital’s investment. The current company update contains no guidance, financial results, or strategic disclosures, and any interpretation of L1 Capital’s investment rationale beyond the notice would be speculative.