How to invest.
Directly, through a holding company or as part of a contribution-and-sale: six steps, from the first conversation to the first dividend, with guidance at each one. Minimum ticket: €100k direct, €250k through an SPV.
Who Breakwater I is for.
Breakwater Capital is a French simplified joint-stock company (SAS) with variable capital. Its first fund, the 2026 vintage, is reserved for qualified or professional investors as defined by the French Financial Markets Authority (AMF). It is not intended for retail investors.
The investment term is 10 years. The minimum ticket is €100k for an individual subscribing directly, and €250k for a subscription through an SPV.
The fund targets an annual dividend of 15% from year two, with upside potential once the portfolio reaches full run-rate. Year one, devoted to deployment, targets around 8%. These are targets, not guarantees.
The fund provides 15% liquidity through internal and external buy-backs, and sends half-yearly reports to its shareholders. The exact terms are set out in the articles of association and the shareholders' agreement.
Three ways to subscribe.
The right route depends on your personal wealth and tax situation. It is a decision to make with your advisers.
You subscribe in your own name, as an individual. Dividends are paid to you directly and taxed according to your personal situation. Minimum ticket: €100k.
You subscribe through a company you own. Dividends are received by the holding company, which can make reinvesting them easier. The applicable regime depends on how your holding company is structured.
You contributed your company's shares to a holding company, which then sold them: this is known in France as apport-cession (contribution-and-sale). Subject to conditions, part of the sale proceeds can be reinvested in eligible activities. Whether a subscription qualifies is assessed case by case with your advisers.
Two thresholds, depending on how you subscribe.
| Subscription route | Minimum ticket | Principle |
|---|---|---|
| Individual, direct | €100k | Subscription in your own name |
| Through an SPV | €250k | Subscription through a dedicated vehicle |
| Through a holding company or under 150-0 B ter | As set out in the subscription documents | Subscription by a legal entity |
The subscription terms for each route are set out in the subscription documents, available in the data room. Breakwater does not provide tax advice: we recommend consulting your advisers before choosing how to invest.
Six steps, constant guidance.
A call with the team to present the fund, answer your first questions and understand your plans.
Confirmation of your qualified or professional investor status, the condition for accessing the documents, and of the subscription route you are considering.
Deck, articles of association, shareholders' agreement, financial model and subscription documents.
In-depth discussions with the team, and with your legal and tax advisers if you wish.
Signature of the legal documents, submission of supporting documents and payment of the subscription.
Half-yearly portfolio reporting and annual dividend distribution.
The terms in four figures.
Non-binding targets. Full terms in the articles of association and the shareholders' agreement.
Ten years, step by step.
What the investor experiences, from subscription to the end of the fund's term.
Once the profile is checked and the documents signed, the investor becomes a shareholder of Breakwater Capital. Structuring fees of 8% apply at entry.
The fund acquires its first established stores and launches its niche stores. The projected dividend is around 8%, while acquisitions build up to a full financial year.
The fund targets a dividend of 15% per year. As the creation pocket ramps up, the portfolio carries upside potential.
15% liquidity is provided through internal and external buy-backs. Every six months, shareholders receive a report on the portfolio's activity.
The fund has a 10-year term. Exit terms and the allocation of value are set out in the articles of association and the shareholders' agreement.
A team at every step.
Investing in a little-known asset class calls for explanation. The team takes the time to present the strategy, the assets, the structure and the risks, and to answer every question before any decision.
You may involve your legal, tax or wealth advisers in reviewing the documents. This is particularly recommended when choosing between a direct subscription, a holding company or a 150-0 B ter reinvestment. The decision to invest is made after reading the official documents available in the data room.
- —A dedicated contact from the first call to subscription
- —Written answers to due diligence questions
- —The option to involve your own advisers
A framework in writing, shared with all.
The articles of the variable-capital SAS and the shareholders' agreement set out shareholders' rights, distribution rules, liquidity and exit.
The management team decides on each acquisition based on a complete audit file, to which the panel of advisors contributes.
TakeMyShop runs the stores under a mandate governed by contract, paid 15% of revenue.
Half-yearly reporting and ongoing access to the data room. The team remains available for any question.
What the investor receives.
All of the fund's legal and financial documents remain available to shareholders.
Every six months: store activity, progress of both pockets, acquisitions and new builds, distributions and key events.
A distribution every year, from the profits of the stores owned by the fund.
Stores, products, customers.
Stores, products, customers.
Clear fees, aligned interests.
Beyond fixed fees, the manager's compensation only kicks in above a minimum return.
| Item | Level | Basis | What it means |
|---|---|---|---|
| Structuring fees | 8% | At entry | Structuring fees charged at subscription. |
| Management fees | 3% per year | Assets under management | Annual fund management fees. |
| Carried interest | 20% | Above the hurdle | Share of performance going to the manager. |
| Hurdle rate | 8% | Trigger threshold | Minimum return before any carried interest. |
| Operating mandate | 15% of revenue | Store revenue | TakeMyShop and Lucrazia's fee, which grows with sales. |
Full details of the fees and how they are calculated are set out in the articles of association, the shareholders' agreement and the subscription documents.
Questions before subscribing.
Which route should I choose?
It depends on your situation: holding in your own name, an existing holding company, or reinvesting sale proceeds under Article 150-0 B ter. Each route has its own tax consequences. We recommend discussing it with your advisers before subscribing.
Can I subscribe through my holding company?
Yes. The holding company then subscribes as a legal entity and receives the dividends. The applicable terms are set out in the subscription documents.
Does my subscription qualify under 150-0 B ter?
Eligibility is assessed case by case, depending on your contribution-and-sale transaction and the conditions set by law. Your tax advisers are best placed to confirm it.
What is the difference between €100k and €250k?
€100k is the minimum ticket for an individual subscribing directly. €250k is the minimum ticket for a subscription through an SPV.
Review the documents.
Deck, articles of association, shareholders' agreement, financial model, subscription documents: what each one contains, and when it becomes available.
For qualified or professional investors only (AMF definition). Investing involves a risk of total or partial loss of capital. The investment is illiquid: beyond the liquidity mechanism provided, exit may be deferred. The returns mentioned are targets; they are neither guaranteed nor binding. Information on subscription routes is general and does not constitute tax advice. Any decision must be made after reading the official documents and, where needed, after consulting your advisers.