OCI Annual Report 2020 | Quarterlytics

FY2020 Annual Report · OCI

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ANNUAL REPORT & ACCOUNTS 2020

OUR OBJECTIVE

Oakley Capital Investments (‘OCI’) aims to provide
shareholders with consistent long-term returns in excess of
the FTSE All-Share Index by providing exposure to private
equity returns, where value can be created through market
growth, consolidation and performance improvement.

OUR STRATEGY

OCI (the ‘Company’) provides liquid access to a portfolio
of high-quality private companies and market-leading
returns by investing in the Funds managed by Oakley
Capital (‘Oakley’). Oakley invests in businesses across
Western Europe in three distinct sectors – Technology,
Consumer and Education – with a clear focus on digital
business models.

The Company
delivered a total
Net Asset Value
(‘NAV’) return of
18% in 2020 and
grew its NAV
to £728 million.

CONTENTS

Overview

Strategic Report

Governance

Consolidated Financial Statements

14 The Oakley difference

46 Board of Directors

78 Independent Auditor’s report

83 Consolidated statement of
comprehensive income

84 Consolidated balance sheet

85 Consolidated statement of

changes in equity

86 Consolidated statement of

cash flows

87 Notes to the Consolidated

Financial Statements

115 Directors and advisers

116 Glossary

02 Why invest?

03 Financial highlights

04 Portfolio activity

06 Chair’s statement

08 At a glance

15 Investment Adviser’s report

48 Directors’ report

18 Investment Adviser’s approach

54 Investment policy

20 Case study: WebPros

55 Statement of Directors’

21 Overview of Oakley Funds

responsibilities

10 Portfolio overview

23 OCI NAV overview

26 Outstanding commitments

of OCI

56 Corporate Governance report

63 Audit Committee report

65 Risk Committee report

27 Overview of OCI’s underlying

66 Principal risks

investments

and uncertainties

29 Technology portfolio companies

68 Nomination Committee report

34 Consumer portfolio companies

69 Management Engagement

38 Education portfolio

companies

41 Environmental, Social
and Governance policy

Committee report

70 Governance, Regulatory and

Compliance Committee report

71 Remuneration Committee report

72 Directors’ Remuneration report

73 Alternative Investment Fund

Managers’ Directive

74 Shareholder information

75 Why invest in listed
private equity?

www.oakleycapitalinvestments.com

Strategic ReportOverviewGovernanceConsolidated Financial StatementsWHY INVEST?

Strategic Report

Governance

Consolidated Financial Statements

OCI investors
gain liquid
access to a
differentiated
model of private
equity investing
that delivers
consistent
returns.

MARKET-LEADING
RETURNS

HIGH-QUALITY
PORTFOLIO COMPANIES

REPEATABLE
SUCCESS

Market-leading and consistent returns
drive capital growth for shareholders.
OCI’s ten-year total shareholder return is
112% versus 72% delivered by the FTSE
All-Share.

Returns are driven by profit growth in a
high-quality portfolio of companies across
Western Europe. Their business models
are focused on tech-enabled services and
digital platforms that have delivered strong
trading performance, despite global
economic disruption.

OCI benefits from its partnership with
Oakley, whose success is built on
proprietary origination, with over 75% of
deals being uncontested. Central to the
ability to repeatedly source and execute
attractive deals is Oakley’s established
network of successful business founders
and entrepreneurs who help to identify
opportunities and drive growth.

OverviewFINANCIAL HIGHLIGHTS

The Company’s
NAV per share
increased in the
year by 58 pence
to 403 pence
per share.

OCI performance

Net Asset Value (‘NAV’)

Total NAV return

Five-year p.a. total return

Total shareholder return

The total NAV of the Company
at 31 December 2020 was:

As at 31 December 2020, the
total NAV return per share was:

As at 31 December 2020, the five-
year annualised total NAV return per
share was:

As at 31 December 2020, the share
price was 286.5p with a total
shareholder return for the year of:

£728m

18%

16%

2020

2019

2018

£728m

£686m

£575m

2020

2019

2018

18%

16%

25%

2020

2019

2018

16%

2020

13%

2019

56%

2018

OCI balance sheet and distributions

Cash

(31% of NAV)

£223m

2020

£223m

2019

£49m

2018

£108m

Portfolio companies

Outstanding fund
commitments

(70% of NAV)

£512m

2020

2019

2018

£152m

Dividend

The full-year dividend for the year
ending 31 December 2020 was:

4.5 pence

£512m

£429m

2020

2019

2018

4.5p

LTM EBITDA growth

EV/EBITDA multiple

Net debt/EBITDA ratio

20%

2020

2019

2018

20%

11.8x

30%

39%

2020

2019

2018

11.8x

12.1x

12.6x

3.9x

2020

2019

2018

3.9x

3.7x

3.8x

OCI assesses its performance using a variety of measures that are not specifically defined under IFRS and are therefore termed Alternative Performance Measures (‘APMs’).
These APMs have been used as they are considered by the Board to be the most relevant basis for shareholders in assessing the performance of the Company. The APMs used
by the Company are listed in the glossary, along with their definition/explanation, their closest IFRS measure and where appropriate, reconciliations to those IFRS measures.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsOverview

Strategic Report

Governance

Consolidated Financial Statements

PORTFOLIO ACTIVITY

An active year for investments
by the Oakley Funds

Investments – £152 million invested1

WebPros

Ocean Technologies Group (‘Ocean’)

Ocean Technologies Group

7NXT

North Sails

OCI investment £42m

OCI investment £1m

OCI investment £11m

OCI investment £28m

Following Fund III’s exit of
WebPros, Fund IV made
a follow-on investment to
benefit from the significant
long-term growth potential
of the business.

Ocean completed the add-on acquisition
of MTS, a marine e-learning content and
distribution business.

Ocean completed the add-on
acquisition of Marlins, V. Group’s
e-learning subsidiary.

The Origin Fund completed
its first investment through
the acquisition of a majority
stake in 7NXT, the leading
online fitness and nutrition
platform in the German-
speaking region.

A direct debt investment
was provided to North
Sails as growth capital for
North Kiteboarding and
North Sails Apparel.

January

February

March

April

May

June

July

August

September

October

November

December

Globe-Trotter

OCI investment £6m

Fund III acquired a majority
stake in Globe-Trotter, the
British luxury luggage brand.
Globe-Trotter has been
combined with Alessi to
form the Iconic BrandCo.

Time Out

OCI investment £24m

OCI purchased new shares
in Time Out’s equity placing,
both directly and through
Fund I.

WindStar Medical

Ekon

OCI investment £31m

OCI investment £4m

Fund IV acquired a majority
stake in WindStar Medical,
Germany’s leading over-
the-counter consumer
healthcare company.

Ekon completed the
add-on acquisitions of
Contasimple and Billage,
accounting software for
freelancers and micro-
companies, respectively.

View current portfolio company details on page 29-40

1 All investments on a look-through basis. The timeline excludes direct debt investments in Oakley Funds.

PORTFOLIO ACTIVITY CONTINUED

Realisations and refinancings

Realisations – £341 million realised1

WebPros

atHome

Exit –
£117m OCI proceeds

Partial exit –
£15m OCI proceeds

Fund III sold its stake in
WebPros at a 92% premium
to the 30 June 2019 interim
carrying value.

Fund III sold its majority
stake in atHome Group,
a leading online classifieds
and mortgage-broking
business in Luxembourg.

Time Out

Debt repayment –
£27m OCI proceeds

Following the Time Out
fund raise, all outstanding
OCI loans and interest
were repaid and all
loan facilities were
subsequently cancelled.

Wishcard Technologies Group

Career Partner Group

Refinancing –
£7m OCI proceeds

Wishcard completed a refinancing,
resulting in a distribution to Fund IV.

Refinancing –
£2m OCI proceeds

Career Partner Group
completed a refinancing
resulting in a distribution
to Fund III.

January

February

March

April

May

June

July

August

September

October

November

December

Career Partner Group

Refinancing –
£19m OCI proceeds

Career Partner Group
completed a refinancing
resulting in a distribution
to Fund III.

Inspired

Exit –
£97m OCI proceeds

OCI exited both its direct
holding and its Fund II
indirect holding in Inspired.
The realisation was at a
25% gain over carried
fair value.

Facile
Refinancing –
£9m OCI proceeds

Facile completed a
refinancing, resulting in
a distribution to Fund III.

Casa

Exit –
£35m OCI proceeds

Fund III sold its stake in
Casa, one of the leading
players in the online real
estate classifieds market
in Italy.

View current portfolio company details on page 29-40

1 All realisations and refinancings on a look-through basis. The timeline excludes direct debt repayments from Oakley Funds.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCHAIR’S STATEMENT

Portfolio
strength delivers
sustainable
growth.

18 million

c.500k

Shares bought back for cancellation

Average daily share liquidity

In a year of significant disruption, it is
testament to the strength of OCI’s proposition
that, despite unprecedented global events,
its value has grown materially over the last year.
This strength has been underpinned by three
factors: the quality of the portfolio companies
whose earnings grew an average 20% in
2020; the support and leadership that Oakley
Capital and investee company management
have shown throughout the pandemic; and the
value-enhancing measures taken in the year,
including the buy-back and cancellation of
18 million OCI shares.

Portfolio performance
A total net asset value (‘NAV’) return of 18%
in 2020 exceeded the five-year compound
annual growth rate of 16%. This repeated
level of performance highlights the sustained
growth of the portfolio companies and the
repeatability of Oakley Capital’s origination
model, which is described within the Strategic
Report, on page 19. The largest contributor
to the rise in portfolio value was the growth
in investee companies’ earnings. With a large
majority of the companies delivering their
products or services digitally, the portfolio
benefited from the rising adoption of consumer
and business technology solutions – an already
growing trend which accelerated rapidly during
the year.

A stand-out performer within the portfolio
was online private university company, Career
Partner Group (‘CPG’), which added 34 pence
to the NAV per share in the period. As a
digitally native business, CPG benefited from
the growing appetite for online education and
achieved record student intake growth of 98%
year-on-year. CPG’s market-leading position
and the structural tail winds it enjoys both
typify an Oakley business, and the Board is
encouraged by its prospects and continued
contribution to OCI’s NAV growth.

Portfolio activity
The Funds’ Investment Adviser, Oakley Capital,
has maintained a high level of activity (see
pages 4 and 5), despite the restrictions on
travel and the challenge of price discovery
during a period of considerable uncertainty.
Eight deals were completed, including four
bolt-ons, which resulted in a total look-through
investment for OCI of £152 million.

Exits and refinancings also continued
unabated, including two significant realisations
of investments, in Inspired and WebPros,
from which OCI received proceeds totalling
£341 million. Most notable is the premium
achieved at exit, with the average weighted
premium over the latest disclosed book value
since inception rising to 44%. This underlines
the release of value at exit and the continued

successful repositioning of the portfolio
companies under Oakley’s ownership.

Cash and commitments
At year end, OCI had no leverage and held cash
on the balance sheet of £223 million, amounting
to 31% of NAV. This cash level, the result of
realisations during the period, is significantly
higher than the Board’s target, with the long-
term average being 15–20% of NAV. However,
the timing is helpful as we enter a period of
significant investment opportunity and it is
notable that, on average, fund vintages that
follow a macroeconomic downturn outperform.

The Board demonstrated its commitment to
maximising OCI’s exposure to the Oakley
Funds via its participation in the newly
launched Oakley Capital Origin Fund. The
Company made a total commitment of
€129 million (£116 million), which included
an increase in commitment at its final close
in January 2021. The Origin Fund is a natural
progression for Oakley as it looks to continue
its strong track record in lower mid-market
investments, where it has achieved gross
returns of 3.6x MM and 63% IRR to date.

This brings OCI’s total outstanding
commitments to the Oakley Funds to
£534 million, which we expect to be deployed
over the next five years.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCHAIR’S STATEMENT CONTINUED

We are confident
in the long-term
performance
of the Oakley
Funds and their
ability to create
sustainable and
consistent value
for shareholders.

Direct investments
In keeping with the Board’s intention to realise
direct investments over the short to medium
term, outstanding loan notes with Time Out and
Daisy were repaid, and a direct equity stake in
Inspired was realised. In addition, all adviser
management and performance fees have been
removed from current direct investments and
the interest rate on the remaining debt position
in North Sails has been increased from a
blended rate of 8% to 10%.

Share purchases and liquidity
In line with the Board’s commitment to the
Company it has continued its share buy-back
programme, acquiring and cancelling a total
of 18 million shares in the year at an average
230 pence per share. This resulted in a NAV
per share uplift of 12.6 pence. This level of
shareholder value creation endorses our
approach to capital management, with further
buy-backs anticipated, as the balance of cash
and future drawdowns allow.

OCI Board members and Oakley partners
continued to purchase OCI shares throughout
the year, with their combined holding reaching
10% of the shares in issue. This further
reinforces the alignment of interests between
the Board, Oakley Capital and our shareholders.

We are pleased to report that a combination
of share buy-backs, increased and improved
disclosure and higher levels of investor
engagement have significantly improved OCI’s
share liquidity and share register diversification.
Since 2019, the top ten shareholders’ combined
holding has fallen from 70% to 66% and the
average daily share volume had reached almost
500,000 in 2020. Most encouraging is the
increasing presence of private investors on
the register, with OCI providing liquid access
to the superior returns generated by private
equity investment, which may otherwise be
inaccessible to them.

ESG
At OCI we believe that investing responsibly will
protect and create value, beyond the standard
drivers of compliance and risk management.
As part of our commitment to responsible
investing, we are pleased to report that Oakley
Capital has appointed a Head of Sustainability
who has been working closely with the Board to
assist with our ESG engagement and reporting.
We have begun to revise and further develop
methods to better assess and integrate ESG into
the investment cycle, and will continue to launch
new policies and procedures over the coming
months. As referenced in the ESG report on
page 41, we are proud of how Oakley and the
portfolio companies responded to COVID-19
and continue to support efforts which will
help ease the burden on employees and
local communities.

Discount
The share price volatility, driven by widespread
uncertainty as to the economic impact
of the pandemic, resulted in OCI’s share
price discount to NAV per share widening
considerably in the period. Some of this
ground has been recovered, with a total
shareholder return of 9% during the year,
but a material discount persists. We expect
that sustained strong performance across
the portfolio, alongside the continued work of
the Board and its advisers, as outlined above,
will result in closing the discount over time.

Board update
At the beginning of October, the Board
welcomed Fiona Beck as an independent
Non-Executive Director. Fiona is a member
of the Chartered Accountants of Australia
and New Zealand, and brings a wealth of
technology and public company board
experience to OCI. In strengthening the Board
by adding independent members with diverse
perspectives and deep expertise, we believe

we are well-positioned to support OCI as it
continues to grow.

During the period, Laurence Blackall retired
from the Board after over ten years’ service
and Craig Bodenstab also stepped down.
We thank them both for their significant
contributions to OCI and wish them all the
very best for the future.

Dividend
In October, an interim dividend of 2.25 pence
per share was paid for the period ending
30 June 2020. We are pleased to announce that
a final dividend for 2020 of 2.25 pence per share
will be paid in April 2021.

Prospects
The outlook for the global economy and equity
markets remains uncertain as a consequence
of the unknown impact of the COVID-19
pandemic. All businesses have been affected
by the turbulence of the past 12 months and
we expect this disruption to continue to impact
the companies in the Oakley portfolio to
varying degrees.

However, we remain confident in the long-term
performance of the Oakley Funds and their
ability to create sustainable and consistent
value for OCI shareholders. The existing
portfolio of companies is well-positioned to
meet the changing needs of consumers and
businesses and, as detailed in the Investment
Adviser’s report, Oakley is appraising a
considerable number of attractive and
proprietary investment opportunities, which
should ensure that the performance of the
Oakley Funds is sustainable for many years
to come.

Caroline Foulger

Chair
10 March 2021

Strategic ReportOverviewGovernanceConsolidated Financial StatementsAT A GLANCE

Returns
driven by profit
growth in a high-
quality portfolio
of companies.

OCI provides access to the performance of a portfolio of private companies through both
its investments in the Oakley Capital managed Funds and its direct investments.

Oakley Fund investments

Direct investments

Cash and other

Total
£354.7m

% of OCI NAV
49%

Total
£150.4m

% of OCI NAV
20%

Total
£222.8m

% of OCI NAV
31%

Read more on page 35

Strategic ReportOverviewGovernanceConsolidated Financial StatementsOverview

Strategic Report

Governance

Consolidated Financial Statements

Strategic Report

14 The Oakley difference

15 Investment Adviser’s report

18 Investment Adviser’s approach

20 Case study: WebPros

21 Overview of Oakley Funds

23 OCI NAV overview

26 Outstanding commitments of OCI

27 Overview of OCI’s underlying investments

29 Technology portfolio companies

34 Consumer portfolio companies

38 Education portfolio companies

41 Environmental, Social and Governance policy

Overview

Strategic Report

Governance

Consolidated Financial Statements

New investment:
7NXT

Oakley’s strong reputation in the DACH region,
built through previous successful investments and its
strong network of relationships with local founders,
is key to providing deal origination advantages.
This expertise enabled the Origin Fund to acquire
7NXT, the leading online fitness and nutrition platform
in the German-speaking region, which was sourced
via Oakley’s long-standing relationship with founder
and CEO Markan Karajica.

Oakley will partner with Markan and the management
team to scale 7NXT in the rapidly growing online
fitness and health market and accelerate both
its domestic and international growth. Oakley
will support the management team through its
network, operational experience and expertise in
the technology sector, established through its track
record of successful investments
in market-leading platforms.

Overview

Strategic Report

Governance

Consolidated Financial Statements

t i v e

C r e

The ability and
experience to tackle
complex transactions and
release unseen pockets
of value.
Over 40%
of deals are carve-outs.

THE OAKLEY DIFFERENCE

The foundation of
Oakley’s success is
built on its proprietary
origination, with over
75% of deals being
uncontested.

C o ll a b orative

Entrepreneurial, open,
decisive and focused
on building lasting
partnerships.
Over 85%
of deals have Oakley as the
Company’s first PE investor.

n n e c ted

An established network
of business founders that
identify opportunities and
drive growth.
Over 20
successful entrepreneurs have
been backed by Oakley, many
on repeated occasions.

INVESTMENT
ADVISER’S REPORT

Oakley Capital
reflects on the
strength of its
portfolio amidst
challenging
circumstances
in 2020 and
discusses
its strategic
positioning
for the post-
pandemic era.

Overview

Strategic Report

Governance

Consolidated Financial Statements

Strong portfolio performance
In a year upended by the emergence and
spread of COVID-19, companies everywhere
have been on a tumultuous and demanding
journey. Business plans have been reimagined,
priorities shifted, and emerging trends
propelled forward as the world adapts to
new ways of living and working.

A defining feature of 2020 was the acceleration
of digitalisation and the increased pace of
adoption of new technologies, a trend which
helped drive the Oakley Capital portfolio’s
strong performance during the year. Our
portfolio has a strong bias towards digital
business models, with a focus on software,
tech-enabled services and online platforms,
all of which experienced enhanced growth
during 2020, as people and businesses further
migrated online.

While all companies have faced some form of
operational challenges due to COVID-19, the
financial impact has varied greatly for different
types of businesses.

14 of 17

Portfolio companies experienced little or
no trading impact as a result of COVID-19

New investments were made in
well-established brands

The Oakley Capital portfolio can be divided into
three distinct COVID-19 impact categories:

• Expectations met or exceeded – ten of

our portfolio companies grew EBITDA at
or above pre-COVID expectations, as
they benefited from robust or expanding
demand for Business Service Software,
Web Hosting, Online Consumer platforms
and Education Technology

• Modest impact – four companies in our
portfolio experienced some disruption
to their expected financial performance,
as new business wins or enrolments were
impeded by social restrictions affecting
certain areas of the Telecoms and
Education sectors

• Significant impact – three portfolio

companies suffered material disruption
to their operations, as businesses with
physical footprints and direct-to-consumer
models were impacted by repeated
Europe-wide lockdowns

With Oakley’s selective approach and
targeting of key themes such as digitalisation
and subscription-based revenue models,
overall the portfolio delivered positive and
sustainable performance, with continued
growth in 2020.

Protecting stakeholders and
implementing operational excellence
Throughout the pandemic, Oakley has placed
the safety and welfare of its colleagues,
investors, and all other stakeholders as its
highest priority.

As the crisis unfolded, we immediately took
the necessary steps to protect the health
of our colleagues while ensuring business
continuity. The team was well prepared with
secure remote access to our systems already
in place, allowing us to continue to work from
our homes safely and without disruption.

We also provided extensive support to help
our portfolio companies safeguard their
employees, assets and manage the crisis.
Oakley has always been a highly engaged
investor, which meant that we were well placed
to work closely with management teams to
help adapt their operations, navigate potential
pitfalls, update their strategies, and implement
new ways of working. We further strengthened
our lines of communication with all of our
portfolio companies and undertook extensive
monitoring to ensure that we could anticipate
and quickly respond to new developments.
Furthermore, we conducted detailed risk
assessments on each of the portfolio
companies to identify potential weaknesses,
opportunities and address concerns.

INVESTMENT ADVISER’S REPORT CONTINUED

Overview

Strategic Report

Governance

Consolidated Financial Statements

We are optimistic
that there are
considerable
opportunities
for Oakley
to source
acquisitions
at optimal
valuations.

Proactive engagement in a rapidly
evolving market
COVID-19 had a marked impact on private
equity dealmaking during 2020, with a
reduction in the high levels of activity seen in
previous years. A number of factors combined
to depress activity. Plans for the acquisition
or disposal of assets were paused as the
macro environment deteriorated and new
social restrictions created uncertainty; private
equity firms’ bandwidth was absorbed by
a focus on supporting existing portfolio
companies; and credit markets initially froze
until market volatility began to stabilise. As the
pandemic took full effect in Q2, deal count
and value across that quarter dropped to
their lowest levels since 2015, at 1,011 and
$65 billion respectively.1

While this pause in dealmaking contributed to
a c.2% fall in market activity for the full year,
signs of recovery showed in the second half
of 2020.2 The industry adapted to the new
market environment and transaction levels
began to rebound, as fund managers adjusted
to the “new normal” and began capitalising on
opportunities to deploy capital.

1,402 deals were agreed in Q3, followed by a
further increase in activity in Q4, when 1,942
deals were announced with an aggregate value
of $158 billion.1

Oakley remained highly active throughout
the year and despite dedicating significant
resource to supporting our portfolio, we
were able to remain vigilant and capitalise
on opportunities throughout the year to
continue investing, divesting, refinancing
and fundraising. Oakley made two well-
timed exits in Q1 and Q2, and our network
of entrepreneurs and managers continued to
help us source attractive new investments.
Across 2020 we made three new investments
in well-established brands across the fitness,
healthcare and luxury sectors, with all three
companies having significant opportunities to
increase sales, expand their product verticals,
and benefit from the growth in digital adoption.

Our pipeline of potential new investments in
exciting businesses that meet our rigorous
criteria for investment and play into our key
strategic themes had also grown across 2020.

Despite the considerable uncertainty
generated by the pandemic, COVID-19 has
become a catalyst, if not the direct cause, of
more high-quality companies seeking private
equity backing. Many have recognised during
the pandemic that they lack the valuable
support, expertise and capital resources that
we can offer, as well as the security that being
part of a bigger organisation can provide.

Given this, we are optimistic that there are
considerable opportunities for experienced
investors, such as Oakley, to source high-
quality acquisitions at attractive valuations.
Underpinning that confidence is our ability
to source deals through proprietary means.
We unashamedly disagree with the commonly-
held view that private equity sourcing relies
on the analysis of a universe of companies via
algorithms and screening processes. Oakley
continues to source new deals predominantly
via exclusive introductions, often driven by our
well-established network of entrepreneurs.
Within Oakley’s portfolio, 75% of businesses
have been sourced outside of an auction
process and it is this network that will enable
us to consistently secure advantageous
investment opportunities in the future.

€455m

3.6x

Expected final commitments to the Origin
Fund, which closed to institutional investors
in January 2021

Gross MM achieved on lower mid-market
investments as at 31 December 2020

1 Source: Preqin
2 Source: Pitchbook

INVESTMENT ADVISER’S REPORT CONTINUED

Overview

Strategic Report

Governance

Consolidated Financial Statements

The Origin Fund
is Oakley’s first
dedicated vehicle
for investing in
lower mid-market
companies.

Technological adoption has accelerated,
with corporate migration to cloud services
and digital infrastructure delivering recurring
revenues for vendors and creating new
efficiencies for customers. The move to mass
digital consumption is empowering those
businesses who can best utilise data and
analytics, creating value for customers via
tailored products and services and driving the
balance of power shift towards well-managed
and established consumer brands. These
trends are at the heart of Oakley’s investment
approach and expertise.

We will continue to identify and support
ambitious entrepreneurs and companies that
benefit from these powerful dynamics and who
share our vision, working with them to capture
greater market share, enter new markets, and
drive their businesses forward.

Raising capital in a virtual world
Private equity fundraising continued in 2020,
despite the impact of COVID-19. However,
the pandemic and subsequent lockdowns
accelerated a trend that saw fewer funds being
raised but with a significantly increased average
fund size.1 With face-to-face meetings made
impossible, investors have shied away from
investing with unfamiliar funds and have instead
committed larger amounts to proven managers
with strong track records and with whom they
already have established relationships.

In this environment it was notable that Oakley
successfully raised its maiden Origin Fund,
which closed in January 2021 with expected
final commitments of €455 million, well above
its target size of €350 million. The Origin Fund
is part of a new fund family and is Oakley’s first
dedicated vehicle for investing in lower mid-
market companies, building on the firm’s long
and successful history in this segment. Thanks
to strong investor demand, the Origin Fund
was raised in just over six months throughout
the pandemic, notably without face-to-face
meetings with investors.

The establishment of the Origin Fund series is
a natural step for Oakley. Despite our flagship
funds having grown in size over time (Fund IV
closed at €1.46 billion in June 2019), and now
focusing on larger sized mid-market businesses,
we still see many attractive opportunities with
smaller mid-market companies.

The new Origin Fund will allow us to continue
our long track-record of successful investment
in the lower mid-market segment. The Origin
Fund, supported by a dedicated investment
team, has a strong pipeline of attractive deal
opportunities and signed its first investment
in 7NXT, a leading online fitness and nutrition
platform in the German-speaking markets,
in October 2020.

Retaining a cautiously
optimistic outlook
In light of continued uncertainty about the
speed of the global vaccination roll-out and
the efficacy of vaccines against new mutations
of COVID-19, Oakley is maintaining a cautious
view on society’s return to normality. We
anticipate that social, political and economic
shocks and aftershocks will continue to
reverberate globally throughout 2021,
and beyond.

Nevertheless, aspects of the pandemic and
indications about the post-pandemic era
provide us with optimism about the future.
After all, post-crisis vintage private equity
funds have historically proven to be some
of the best performing. COVID-19 has
necessitated enormous change within the
global economy and, thanks to Oakley’s
strategic positioning, we have benefited
from a number of trends as life and consumer
habits have changed.

INVESTMENT ADVISER’S APPROACH

Overview

Strategic Report

Governance

Consolidated Financial Statements

An established investor
with superior returns.

Oakley is a leading private equity firm that specialises in investments in high-growth, mid-market companies
operating in Western Europe.

Oakley invests in ambitious founders and entrepreneurs, building lasting partnerships that lead to many
more opportunities. In doing so we overcome complexity, help drive businesses forward and create value
for our investors.

KEY
RESOURCES

HOW WE
INVEST

CREATING
VALUE

GENERATING
RETURNS

KEY RESOURCES

Team

Network

Experienced team of investment professionals,
entrepreneurs and skilled operators.

Oakley builds close partnerships with
entrepreneurial founders and managers.

They provide an invaluable resource to broaden
Oakley’s deal introduction network and deepen
expertise within sector hubs.

Commitments

€173m

Commitments by Oakley
management teams across
the Oakley Funds

INVESTMENT ADVISER’S APPROACH CONTINUED
INVESTMENT ADVISER’S APPROACH CONTINUED

Overview

Strategic Report

Governance

Consolidated Financial Statements

HOW WE INVEST

Sector
focus

Technology

Primarily Western
European focus

Investment
focus

Education

Consumer

North America

Spain

Norway

France

DACH

Italy

Up to €400m
enterprise
value

Primary deals

85%

Primary deals
since inception

CREATING VALUE

Buy-and-build

Growth acceleration

Business transformation

EBITDA growth

Creating scale and synergies
through targeted M&A.

Helping portfolio companies
to achieve their full potential
with appropriate capital and
operational resources.

Providing support in the transition
from entrepreneurial ownership
to businesses with scalable and
sustainable operations.

20%

Average EBITDA growth across
the underlying portfolio

GENERATING RETURNS

Oakley Funds1

MM2

IRR2

OCI’s investment in the Oakley Funds

Realised IRR

Oakley Fund I (vintage 2007)

2.0x 36%

Capital called to date

Oakley Fund II (vintage 2013)

2.3x 37%

Capital returned to date

Oakley Fund III (vintage 2016)

2.8x 51%

Remaining fair value of Oakley Funds

£621.8m

£784.9m

£354.7m

77%

Across all Funds

1 Fund IV and Origin Fund are early stage and therefore returns have not been included.

2 Gross Money Multiple and Gross IRR are based upon realised and unrealised portfolio returns as at 31 December 2020.

Overview

Strategic Report

Governance

Consolidated Financial Statements

CASE STUDY: WEBPROS

Creating the leading global SaaS platform
for web-hosting automation.

Partnering with
entrepreneurs

Working with Tom Strohe
and Jochen Berger, proven
hosting entrepreneurs from
the Oakley network, who
Oakley also partnered with
on intergenia and HEG.

Tom Strohe

Jochen Berger

Business
transformation

Carving out Plesk
from Parallels Group
to establish a fully-
independent business
with a stand-alone
management team.

Creating value

• Set organisational structure, financial reporting and governance structures implemented

• Professionalised product management and development

• Launched new commercial offerings to address high-growth hyperscalers

Transformational
cPanel acquisition

Acquired cPanel in
September 2018 following
bilateral discussions with
founder, providing scale
and true global access
through a complementary
geographic footprint.

Fund III sells
WebPros

The exit generated gross
returns of 6.9x MM and
152% IRR.

Oakley Fund IV
reinvested $200 million,
alongside CVC as the
majority partner.

2017

2018

2019

2020

Acquisition of

BUY & BUILD

Completed four small add-ons.

Overview

Strategic Report

Governance

Consolidated Financial Statements

Funds overview

OCI is invested in the Oakley Funds,
which are Western Europe-focused private
equity funds that aim to build portfolios
of high-growth companies, primarily in
the Technology, Consumer and
Education sectors.

During 2020, with a final close to institutional
investors in January 2021, Oakley raised the
Origin Fund to which OCI had committed
€105 million as at year end, with a total
commitment of €129 million (£116 million)
at the close.

The Origin Fund is Oakley’s latest
vehicle and is focused on investing in
lower mid-market companies, building on
the firm’s successful history of investing
in this segment.

Oakley Origin Fund

Oakley Fund IV

Vintage: 2021

Vintage: 2019

OCI commitment1
€129m

Fund size2
€455m

OCI commitment
€400m

Fund size
€1,460m

Current investments
7NXT

1, 2, 3 Following the year end, the Origin Fund was

closed to institutional investors, with an expected
final fund size of €455 million (€389 million at
31 December 2020). OCI’s commitment at
31 December 2020 was €105 million with
£91.1 million of outstanding commitments.

Current investments
Ocean Technologies Group
Wishcard Technologies Group
Contabo
WebPros
WindStar Medical
idealista4
Dexters5

4 idealista acquired January 2021
5 Dexters acquired February 2021

Outstanding commitments3

Outstanding commitments

£112.9m

£298.9m

Outstanding commitments
as a % of NAV

15.5%

41.1%

OVERVIEW OF OAKLEY FUNDS

Oakley Funds:
total realised
gross returns
of 3.9x MM and
77% IRR since
inception.

Read more on the Oakley Funds on page 27

OVERVIEW OF OAKLEY FUNDS CONTINUED

Overview

Strategic Report

Governance

Consolidated Financial Statements

Funds overview continued

III

Oakley Fund III

Oakley Fund II

Oakley Fund I

Vintage: 2016

Vintage: 2013

Vintage: 2007

OCI commitment
€326m

Fund size
€800m

OCI commitment
€190m

Fund size
€524m

OCI commitment
€202m

Fund size
€288m

Current investments
atHome
TechInsights
Schülerhilfe

AMOS
Iconic BrandCo
CPG

Facile
Ekon

Current investments
Daisy
North Sails

Current investments
Time Out

6.9x
Realised
gross MM

152%
Realised
gross IRR

3.1x
Realised
gross MM

59%
Realised
gross IRR

2.9x
Realised
gross MM

44%
Realised
gross IRR

Outstanding commitments

£107.9m

Outstanding commitments
as a % of NAV

14.8%

1 Following the year end, the Origin Fund was closed to institutional investors, with an expected final fund size of €455 million (€389 million at 31 December 2020). OCI’s commitment at

31 December 2020 was €105 million with £91.1 million of outstanding commitments.

Oakley Orgin Fund
Fund size1 €455m

Oakley Fund IV
Fund size €1,460m

Oakley Fund III
Fund size €800m

Oakley Fund II
Fund size €524m

Oakley Fund I
Fund size €288m

OCI NAV OVERVIEW

OCI’s NAV
grew from
£686 million to
£728 million,
an increase
of 6% since
31 December
2019 to
403 pence
per share.

Overview

Strategic Report

Governance

Consolidated Financial Statements

Net asset value

£728.0m

2020

2019

£728.0m

£686.0m

Proceeds

£341m

2020

2019

£78m

£341m

Investments

£152m

2020

2019

£152m

£103m

Proceeds1
Despite market disruption during 2020, there has been a continued
high level of activity within the Oakley Funds. During the period,
OCI’s share of proceeds from exits and refinancings amounted to
£341 million, consisting of:

Investments2
In the 12 months to 31 December 2020, the Investment Adviser
continued to originate opportunities for the Oakley Funds, within
its focus sectors. During the year, OCI made a total look-through
investment of £152 million, attributable to:

• Realisations – £264 million – the exit of WebPros, Casa, Inspired

• Platform investments – £90 million – the acquisitions of WebPros,

and the partial realisation of atHome generating an average gross
Money Multiple of 3.3x

• Refinancings – £37 million – the refinancing of Career Partner

Group, Wishcard Technologies and Facile

Globe-Trotter, 7NXT and WindStar Medical

• Follow-on investments – £21 million – bolt-ons to Ocean

Technologies Group and Ekon, and further investments into
North Sails and Time Out

• Direct debt repayment – £40 million – the repayment of Time Out

• Direct investments – £41 million – including equity participation

loans and fund facilities

in Time Out’s refinancing and an increase in the debt investment
provided to North Sails

1, 2 Proceeds and investments are included on a look-through basis.

OCI NAV OVERVIEW CONTINUED

Movement in
NAV and
investments on
a look-through
basis during 2020.

Overview

Strategic Report

Governance

Consolidated Financial Statements

Movement in NAV (£m)

10.6

(7.3)

13.7

686.0

Earnings £92.4m

39.3

36.1

(8.7)

(41.7)

728.0

£92.4m

Net earnings in 2020

800

700

600

500

400

300

200

100

FY19

Interest

Other

FX on cash

Realised gains

Unrealised gains

Dividend

Share
buy-back

YE20

Attribution analysis of movements in the value of investments (£m)

96.0

(337.9)

661.0

800

700

600

500

400

300

200

100

39.3

10.6

12.3

20.9

2.9

505.1

Unrealised gains £36.1m

£75.4m

Realised and unrealised
gains on investments

FY19

Purchases

Distributions

Realised
gains

Interest

EBITDA

Multiple

YE20

Increase

Decrease

Total

OCI NAV OVERVIEW CONTINUED

Overview

Strategic Report

Governance

Consolidated Financial Statements

Realised and unrealised movements in
portfolio look-through fair values during 2020 (£m)

Career Partner Group

Inspired

Casa & atHome

Facile

Daisy

WebPros (Fund IV)

AMOS

Contabo

Ocean Technologies Group

Wishcard Technologies Group

North Sails

TechInsights

Other direct investments

Schülerhilfe

Ekon

7NXT

Globe-Trotter

WindStar Medical

Alessi

WebPros (Fund III)

Other Fund assets/(liabilities)

(9.5)

Time Out

(53.1)

60.9

9.0

£62.6m

Realised and unrealised
gains in CPG due to
outperformance

£53.1m

Unrealised loss on Time
Out due to share price
decrease

1.7

18.9

8.2

8.4

7.7

6.3

5.2

4.8

4.2

3.9

3.4

2.0

0.9

0.3

0.1

(0.1)

(0.8)

(1.5)

7.4

4.1

(60)

(40)

(20)

Realised gains

Unrealised gains/(losses) including FX and interest (on a consistent look-through basis for Origin Fund)

OUTSTANDING COMMITMENTS OF OCI

Overview

Strategic Report

Governance

Consolidated Financial Statements

Outstanding
commitments to
the Oakley Funds
of £512.4 million.

Outstanding commitments to the Oakley Funds
as at 31 December 2020 were £512.4 million,
of which £298.9 million was to Fund IV and
£91.1 million to the Origin Fund. These will be
deployed into new investments over a five-year
period, whilst Funds I and II are in the realisation
phase and Fund III has reached the end of its
investment period.

OCI’s total outstanding commitment to the
Origin Fund was €101.9 million (£91.1 million)
at the year end and increased to €126.2 million
(£112.9 million) following the final close in
January 2021. This latest Oakley Fund will
apply Oakley’s proven investment strategy to
companies in the lower mid-market segment.

OCI has no leverage and had cash on the
balance sheet of £223 million at 31 December
2020, comprising 31% of NAV. This cash level is
significantly higher than the long-term average
due to the quantum of realisations in the year
and anticipated investment opportunities in
Fund IV and the Origin Fund.

Total commitment

Outstanding
at 31 Dec 2020

Fund

Oakley Fund I

Oakley Fund II

Oakley Fund III

Oakley Fund IV

Origin Fund

Outstanding commitments

Cash and cash equivalents

Fund vintage

2007

2013

2016

2019

2020

(€m)

202.4

190.0

325.8

400.0

105.0

(€m)

2.8

13.3

120.5

334.0

101.9

572.5

Net outstanding commitments unfunded by cash resources at the year end

Outstanding commitments and liquid resources (£m)

2018

2019

2020

(£m)

2.5

12.0

107.9

298.9

91.1

512.4

223.1

289.3

% of NAV

Fund l

Fund ll

Fund lll

Fund lV

Origin

Cash

100

150

200

250

300

350

400

450

500

550

OVERVIEW OF OCI'S UNDERLYING INVESTMENTS

Overview

Strategic Report

Governance

Consolidated Financial Statements

OCI’s NAV at 31
December 2020
was £728 million,
a NAV per share
of 403 pence.

Investments

Fund I
Time Out

Sector

Region

Year of investment

Residual cost

Fair value

Consumer

Global

2010

£60.4m

OCI’s proportionate allocation of Fund I investments (on a look-through basis)

Other fund assets and liabilities

OCI’s investment in Fund I

Fund II
North Sails

Daisy

Consumer

Technology

Global

OCI’s proportionate allocation of Fund II investments (on a look-through basis)

Other fund assets and liabilities

OCI’s investment in Fund II

Fund III
atHome

Schülerhilfe

TechInsights

AMOS

Career Partner Group

Facile

Ekon

Iconic BrandCo

Technology

Education

Technology

Education

Technology

Consumer

Luxembourg

Germany

Canada

France

Germany

Italy

Spain

Italy/UK

OCI’s proportionate allocation of Fund III investments (on a look-through basis)

Other fund assets and liabilities

OCI's investment in Fund III

Fund IV
Ocean Technologies Group

Wishcard Technologies Group

Contabo

WebPros

WindStar Medical1

Education

Consumer

Technology

Norway/UK

Germany

Technology

Switzerland/USA

Consumer

Germany

OCI’s proportionate allocation of Fund IV investments (on a look-through basis)

Other fund assets and liabilities

OCI’s investment in Fund IV

2014

2015

2017

2018

2019

2020

£45.1m

£12.2m

£0.0m

£31.3m

£0.4m

£7.2m

£0.0m

£20.8m

£22.5m

£16.1m

£21.9m

£17.3m

£5.0m

£45.3m

£42.7m

£19.4m

(£3.3m)

£16.1m

£35.2m

£17.3m

£52.5m

£0.7m

£53.2m

£7.7m

£47.5m

£15.5m

£18.8m

£100.5m

£35.0m

£21.7m

£16.1m

£262.9m

(£45.0m)

£217.9m

£25.9m

£20.7m

£9.7m

£50.4m

£42.7m

£149.4m

(£83.0m)

£66.4m

1 Following the year end, a proportion of the original investment cost of WindStar Medical was syndicated to co-investors, reducing the fair value of OCI’s look-through investment.

This was offset by an increase in other fund assets and liabilities. This had no impact on the NAV of OCI’s total investment in Oakley Fund IV.

OVERVIEW OF OCI’S UNDERLYING INVESTMENTS

Overview

Strategic Report

Governance

Consolidated Financial Statements

During 2020,
OCI earned
£10.3 million
of interest from
debt facilities.

Investments

Origin Fund
7NXT

Sector

Location

Year of investment

Residual cost

Fair value

Technology

Germany

2020

£10.3m

OCI’s proportionate allocation of Origin Fund investments (on a look-through basis)

Other fund assets and liabilities

OCI’s investment in Origin Fund

Direct investment:
Time Out

Daisy

North Sails

Fund facilities

Total direct investments

Total OCI investments

Cash, other assets and liabilities

Total OCI NAV

Equity

Direct debt

Consumer

Technology

Consumer

Global

2010

2015

2014

£10.3m

(£9.2m)

£1.1m

£23.9m

£17.3m

£102.6m

£6.6m

£150.4m

£505.1m

£222.9m

£728.0m

Other fund assets and liabilities comprise OCI’s share of, primarily, cash, receivables and third-party fund debt facilities.

Direct equity securities
In April 2020, Oakley completed the sale of
its remaining investment in Inspired, following
partial realisations in 2017 and 2019. The net
proceeds from the realisation of OCI’s direct
stake, combined with the indirect stake via
Fund II, represented a 25% uplift to the 31
December 2019 carrying value. OCI’s direct
investment returned proceeds of €107.4 million
(£94.2 million).

However, the outbreak of COVID-19 and
subsequent government-enforced lockdowns
in 2020 severely impacted the leisure and
hospitality sectors, causing the temporary
closure of all six Time Out Markets and a sharp
decline in advertising revenues for Time Out
Media, generated from marketing to clients in
the travel and leisure sectors.

In May 2020, Time Out completed an equity
placing, raising £47.1 million to support the
working capital requirements of the business
and strengthen the balance sheet. OCI invested
a total of £21.4 million, of which £12.6 million
was a direct investment, as part of the placing.

Direct debt securities
The Company provides debt facilities to certain
underlying entities and portfolio companies.
These are provided at competitive market
interest rates (ranging from 6.5% to 12%),
allowing OCI to earn higher returns than would
be earned on cash reserves. During 2020, OCI
earned £10.3 million of interest from the debt
facilities provided.

As part of the Time Out placing, a direct loan
of £27.1 million, including interest, was repaid
to OCI. At the year end, loans to Daisy and
North Sails were £119.9 million. The Company
also provides annual revolving credit facilities
to two of the Oakley Funds. As at 31 December
2020, the outstanding amounts were £6.6 million,
including accrued interest.

TECHNOLOGY PORTFOLIO COMPANIES

Technology sector

Strategic Report

Oakley
has built a
successful
track-record
in backing
technology-led
businesses.

Oakley has built a successful track-record backing technology-led,
forward-thinking companies that provide B2B and B2C solutions. In B2B,
a heritage in web hosting and telecoms has extended to cloud-based
SaaS solutions, whilst in B2C, Oakley is one of the leading investors in
online marketplaces.

Sector investments1

NAV breakdown

Investment

WebPros

Facile

Daisy

Ekon

TechInsights

7NXT

Contabo

atHome

Oakley Fund

OCI’s open cost (£m)

OCI’s valuation (£m)

% of OCI NAV

Fund IV

Fund III

Direct/Fund II

Fund III

Origin Fund

Fund IV

Fund III

45.3

20.8

29.4

22.5

0.4

10.3

5.0

0.0

50.4

35.0

34.6

21.7

15.5

10.3

9.7

7.7

6.9

4.8

4.7

3.0

2.1

1.4

1.3

1.1

£184.9m

Technology
sector

1 The OCI cost and valuation numbers above have been calculated on a look-through basis and include both direct and indirect investments in the relevant portfolio companies.

OverviewGovernanceConsolidated Financial StatementsTECHNOLOGY PORTFOLIO COMPANIES CONTINUED

Technology sector

WebPros

Facile

The WebPros Group comprises two of the
most widely used web hosting automation
software platforms, simplifying the lives
of developers and web professionals the
world over.

The WebPros Group has continued its
strong performance in 2020. The business is
significantly ahead of the prior year with FY20
revenue and EBITDA growth of 25% and 41%
versus the prior year, respectively. The EBITDA
margin reached a record of 62%.

The strong performance has been primarily
driven by the roll-out of the cPanel price
harmonisation programme. cPanel’s FY20
revenue is up 39% versus the prior year, driven
by the new account-based pricing structure,
and solid volume performance YTD despite
price adjustments.

Italy’s leading online destination for
consumers to compare prices for
motor insurance, energy, telecoms
and personal finance.

Facile had another strong year of growth in
2020, despite the impact of COVID-19 during
the lockdown period. Facile has achieved FY20
revenue and EBITDA growth of 12% and 25%
versus the prior year, respectively.

Facile’s core insurance vertical performed
well during 2020, with improved efficiency in
marketing spend and high conversion rates
versus the prior year. Facile’s insurance field
sales force rebounded strongly following
the easing of lockdown measures in Italy,
with strong agent recruitment and high

productivity driving the positive results for
the remainder of 2020.

In Facile’s non-insurance verticals, Gas &
Power performed well in 2020 and Broadband
benefited from the increased consumer focus
on broadband and high-quality connectivity
during the lockdown period in Italy, although
this softened once lockdown measures eased.

Financial products (loans and mortgages) were
slower to rebound post-crisis given stricter
lending criteria and lower consumer appetite
for credit, but mortgage volumes have been
stronger since the summer as activity returned
to the real estate market after the first lockdown
period ended.

OCI’S OPEN COST

£45.3m

OCI’S VALUATION

£50.4m

OF OCI NAV

6.9%

OCI’S OPEN COST

£20.8m

OCI’S VALUATION

£35.0m

OF OCI NAV

4.8%

Strategic ReportOverviewGovernanceConsolidated Financial StatementsTECHNOLOGY PORTFOLIO COMPANIES CONTINUED

Technology sector

Daisy

Ekon

The UK’s #1 independent provider of
converged B2B communications, IT and
cloud services.

In the nine months to 31 December 2020,
Daisy’s revenue and EBITDA performed in
line with COVID-revised expectations. Whilst
year-to-date revenue was down slightly on the
prior year, year-to-date EBITDA was up 4%
due to strong cost management through the
COVID-19 crisis.

In November 2020, the Digital Wholesale
Solutions (‘DWS’) division acquired Giacom,
the largest independent cloud platform in the
UK with over 3,300 partners serving the Small
Medium Business market.

The acquisition of Giacom increases
DWS’s product offering in software and
IT services from its core telecoms base,
offering significant potential cross-selling
opportunities.

In January 2021, Oakley announced that Daisy
had reached an agreement to sell its stake in
the DWS division to Inflexion Private Equity.
The transaction is subject to regulatory approval
and is expected to complete in spring 2021.

Ekon provides Enterprise Resource
Planning (‘ERP’) software to Spanish
SMEs in product-centric industries.

Ekon has faced a challenging market
environment for new customer acquisition
throughout 2020. At the start of the year,
progress was made on go-to-market initiatives,
which resulted in strong momentum in lead
generation (+30%) and sales pipeline (+60%)
during Q1 20. However, conversions from
pipeline into bookings were impacted by
COVID-19 and further growth investment was
put on hold. Recurring revenues remained
resilient, as the shift in new business to SaaS
accelerated during the year, which posted
double-digit growth in 2020.

Ekon has continued to implement a number of
key strategic initiatives since the beginning of
2020. Group leadership has been introduced
with the hiring of a new Group CEO, a Group
CFO and VP Corporate Development. The
build-out of the sales and marketing functions
and soft-launch of the refreshed Ekon brand is
complete, resulting in significant increases in
lead generation and pipeline development.

Ekon’s M&A agenda continues to progress,
having completed two bolt-ons in the period:
ContaSimple, accounting software for
freelancers, and Billage, accounting software
for micro-companies.

OCI’S OPEN COST

£29.4m

OCI’S VALUATION

£34.6m

OF OCI NAV

4.7%

OCI’S OPEN COST

£22.5m

OCI’S VALUATION

£21.7m

OF OCI NAV

3.0%

Strategic ReportOverviewGovernanceConsolidated Financial StatementsTECHNOLOGY PORTFOLIO COMPANIES CONTINUED

Technology sector

TechInsights

7NXT

TechInsights is the content information
platform for the semiconductor market
providing unique insights through
reverse engineering to support the
Product Benchmarking and Intellectual
Property strategy.

TechInsights has remained resilient
despite the challenging conditions in the
semiconductor market experienced in 2019
and then the pandemic through to 2020.
IP activity has been significantly impacted by
COVID-19, which has allowed TechInsights
to accelerate the build-out of new content
channels to support the fast-growing Product
Benchmarking use case, accelerating the shift
towards recurring revenues.

This has been further supported by the
acquisition of IHS Markit’s Teardown division
in June 2020. At the end of 2020, 57% of run
rate revenues were recurring versus 15%
at the time of Oakley’s acquisition, driving
overall revenue and EBITDA growth. Recurring
revenues increased 38% versus the prior year
and the subscription book grew 44% over the
prior year.

COVID-19 uncertainties continue into 2021;
however, TechInsights is well positioned,
despite continuing weakness in the IP market,
with its resilient recurring revenue base and
cash liquidity.

Germany’s market leader in female-focused
online fitness subscriptions, nutrition and
wellbeing.

On a group basis, 7NXT has achieved very
strong revenue and EBITDA growth in 2020.

The second business in the Group, Shape
Republic, a direct-to-customer brand
selling fitness and nutrition supplements
predominantly via online channels, has
performed well with revenue increasing by
more than 100% versus the previous year.

The core business, Gymondo, which
offers subscription-based access to high-
quality workout videos, customised fitness
programmes and personalised nutrition plans,
increased revenue by c.60% and EBITDA
by more than 75% versus the previous year.
The performance has been primarily driven by
the continued very strong subscriber growth.

OCI’S OPEN COST

£0.4m

OCI’S VALUATION

£15.5m

OF OCI NAV

2.1%

OCI’S OPEN COST

£10.3m

OCI’S VALUATION

£10.3m

OF OCI NAV

1.4%

New investment – Origin FundStrategic ReportOverviewGovernanceConsolidated Financial StatementsTECHNOLOGY PORTFOLIO COMPANIES CONTINUED

Technology sector

Contabo

atHome

Following the opening of the first oversees
data centre in the United States in April 2020,
work continues to expand global presence with
two new data centres in India and Singapore
already announced for 2021, bringing the total
number of data centres to six.

The 2020 website relaunch and brand refresh
rapidly fuelled customer acquisition, setting up
the company for an even more successful 2021.

by the continued professionalisation of the
product and a more effective pricing strategy,
and the medium-term outlook is strong for this
division given the positive performance of the
used car market. atHomeFinance continues to
benefit from accelerating consumer adoption
of mortgage brokers in Luxembourg and is
growing strongly. H1 FY21 revenues were up by
30% year-on-year, despite the business being
more directly linked to real estate transaction
volumes and prices.

An infrastructure as a service (‘IaaS’)
provider focusing on computer solutions
such as VPS and bare metal servers with
almost 100k customers from 186 countries.

Contabo has continued on a strong growth
trajectory, further accelerated by COVID-19.
The business grew revenue and EBITDA 56%
and 51% versus the prior year, respectively.

Contabo add-on, VSHosting, a platform as
a service (‘PaaS’) specialising in e-commerce
in Prague, has been trading well since it was
acquired in July 2020. In 2021, management
is looking to build on the current growth and
expand to adjacent swim lines such as storage
and networking solutions.

An online property group comprising a
portfolio of real estate websites and mobile
applications.

In the six months to 31 December 2020
(H1 FY21), all three segments of the business
(including atHomeProperty, atHomeFinance
and Luxauto) performed in line with expected
revenues, and ahead of expectations on
EBITDA, despite the ongoing challenges
presented by COVID-19.

The group had grown by 10% at December
2020 with atHome Property proving resilient,
delivering revenue performance aligned with
the prior year, following the launch of new
pricing in October 2020. Luxauto has grown
revenue by 11% year-on-year in H1 FY21, driven

OCI’S OPEN COST

£5.0m

OCI’S VALUATION

£9.7m

OF OCI NAV

1.3%

OCI’S OPEN COST

£0.0m

OCI’S VALUATION

£7.7m

OF OCI NAV

1.1%

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCONSUMER PORTFOLIO COMPANIES

Consumer sector

Strategic Report

Oakley has
a long track
record of
investing in
on and offline
brands in the
consumer
sector.

Since inception Oakley has built a track record of investments in on and
offline consumer brands and platforms. We have leveraged our expertise
in digitalisation and M&A to build and grow D2C channels enabling our
investments to capitalise on the value captured by the balance of power
shift towards well-managed brands and marketplaces, the increasing
ability to trade directly and digitally with customers, and the power of
social media-led marketing.

Sector investments1

Investment

North Sails

Direct/Fund II

Time Out Group plc

Direct/Fund I

WindStar Medical2

Wishcard Technologies
Group

Fund IV

Iconic BrandCo

Fund III

Oakley Fund

OCI’s open cost (£m)

OCI’s valuation (£m)

% of OCI NAV

NAV breakdown

147.6

84.3

42.7

17.3

16.1

137.8

43.3

42.7

20.7

16.1

18.9

5.9

2.8

2.2

£260.6m

Consumer
sector

1 The OCI cost and valuation numbers above have been calculated on a look-through basis and include both direct and indirect investments in the relevant portfolio companies.

2 Following the year end, a proportion of the original investment cost of WindStar Medical was syndicated to co-investors, reducing the fair value of OCI’s look-through investment.
This was offset by an increase in other fund assets and liabilities. This had no impact on the NAV of OCI’s total investment in Oakley Fund IV.

OverviewGovernanceConsolidated Financial StatementsCONSUMER PORTFOLIO COMPANIES CONTINUED

Consumer sector

North Sails

Time Out Group Plc

North Sails comprises a portfolio of
market-leading marine brands focused on
providing innovative and high-performance
products for the world’s sailors and
yachtsmen.

North Sails’ core business had been
performing well through 2019 and into Q1
20, partly boosted by the relaunch of North
Kiteboarding (‘NKB’) which has regained
its position as one of the world’s leading
kiteboarding brands. The Group has been
impacted by COVID-19 due to a reduction
in production capacity during the peak
delivery season, the closure of marinas and
the cancellation of major regattas. However,
since the easing of restrictions, the order book

at the start of 2021 is looking healthy, with
events such as the America’s Cup and Vendée
Globe providing a boost to the business. North
Actionsports has had an excellent year, with
both NKB and Mystic performing well since the
market reopened in May.

North Sails Apparel is in the final stages of
attaining the B-Corp certification of social
and environmental performance. Starting
from the FW19 collection, most items are
made from recycled materials and shipping
is certified as CO2-neutral. The division has
also been very resilient through COVID-19,
with the impact of retail closures offset by
strong wholesale international, franchisee
and e-commerce growth.

A trusted global brand that inspires
and enables people to experience the
best of the city.

Prior to the escalation of the COVID-19
pandemic in March 2020, Time Out was
performing in line with expectations; growth in
digital advertising and the recently expanded
Time Out Markets estate continued the trading
momentum established in 2019. However,
the outbreak of COVID-19 and subsequent
government-enforced lockdowns severely
impacted the leisure and hospitality sectors,
causing the temporary closure of all six Time
Out Markets and a sharp decline in advertising
revenues for Time Out Media.

Following these temporary closures, Market

locations were able to reopen in Q3 and
for most of Q4, with significant capacity
restrictions, reduced chef line ups and
enhanced health and safety protocols.
The return, however, of local lockdowns in
December 2020 forced the Markets to close
for the remainder of the year.

Post period end, Time Out announced both
the signing of a new management agreement
with real estate developer, Aldar Properties,
to open Time Out Market Abu Dhabi in 2023,
and the opening of its seventh location Time
Out Market Dubai in H1 21. In spite of the
lockdowns Time Out has grown its audience
in the period, achieving this through a pivot
to homebound content and via collaborations
with social platforms.

OCI’S OPEN COST

£147.6m

OCI’S VALUATION

£137.8m

OF OCI NAV

18.9%

OCI’S OPEN COST

£84.3m

OCI’S VALUATION

£43.3m

OF OCI NAV

5.9%

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCONSUMER PORTFOLIO COMPANIES CONTINUED

Consumer sector

WindStar Medical

The GreenDoc (mental wellbeing) brand is
growing from a small base, recording triple-
digit growth in 2020, backed by the launch
of new products and first-time TV marketing.

Germany’s leading over-the-counter
consumer healthcare platform.

WindStar has performed well since
acquisition in December 2020, recording
revenue and EBITDA growth of 15% and 22%
versus the prior year, respectively. Against the
COVID-19 backdrop, the business has proven
to be robust.

SOS (pain/wound care/disinfection) has
profited from a surge in disinfectant sales in
2020 driven by increased demand resulting
from the coronavirus pandemic, and Zirkulin
(gastrointestinal care) has generated some
moderate growth despite the headwinds
caused by lockdowns.

Wishcard Technologies Group

Based in Germany, Wishcard Technologies
Group is a leading consumer technology
company in the gift voucher and B2B gift
card sector.

Wishcard has exhibited strong performance
throughout 2020, with total voucher sales up
105% versus the prior year. The business has
recorded FY20 revenue and EBITDA growth
of 86% and 66% year-on-year, respectively.

With special seasonal displays, precisely
coordinated production on an order-by-order
basis, and excellent logistical infrastructure,
they were able to meet the demand for gift
vouchers sold as gifts at all major grocery
stores, supermarkets, petrol stations and sales
kiosks. The majority of growth has been driven

by like-for-like store growth and increased
distribution to new retailers, but also driven
by strong growth in B2B and online sales.
Despite the lockdowns throughout Germany,
the business has been relatively insulated as
products are primarily sold through stores
and channels that remained open throughout
the restrictive measures. There has been
good progress with the professionalisation
of the business, with improved financial
and management reporting, transition to
a strong external management team, and
the implementation of internal governance
procedures and policies. The business is also
continuing to innovate and expand its product
offering with new products being rolled out
across the retail market.

OCI’S OPEN COST

£42.7m

OCI’S VALUATION

£42.7m

OF OCI NAV

5.9%

OCI’S OPEN COST

£17.3m

OCI’S VALUATION

£20.7m

OF OCI NAV

2.8%

New investment – Fund IVStrategic ReportOverviewGovernanceConsolidated Financial StatementsCONSUMER PORTFOLIO COMPANIES CONTINUED

Consumer sector
t

Iconic BrandCo

Leading consumer brands, Alessi and
Globe-Trotter, combined as the Iconic
BrandCo.

Despite the challenges faced throughout 2020,
both Alessi and Globe-Trotter’s performance
was encouraging. For Alessi, the impact of
COVID-19 on its physical wholesale and retail
sales channels from European lockdowns was
partially offset by strong development in the
online channel, which was up 52% against the
prior year and now represents 21% of total
revenues. Growth was also recorded across all
product categories, specifically small domestic
appliances, as well as in various markets
including the Netherlands, Scandinavia, Australia
and USA digital. There has been progress on
strategic initiatives, notably through strong

partnerships built with leading luxury fashion
and home brands, such as Nespresso.

For Globe-Trotter, Global B2C sales recovered
strongly following the reopening of stores in
June 2020, generating like-for-like sales growth
during the last four months of 2020. Whilst
there has been disruption to the business,
it has allowed management to focus on
new product development and operational
improvement. Investments into the factory’s
efficiency have had a positive impact on
Globe-Trotter’s gross margin and cost-saving
measures were successfully undertaken.
Investments into the digital operation yielded
improving KPIs and year-on-year revenue
growth throughout 2020.

OCI’S OPEN COST

£16.1m

OCI’S VALUATION

£16.1m

OF OCI NAV

2.2%

Strategic ReportOverviewGovernanceConsolidated Financial StatementsEDUCATION PORTFOLIO COMPANIES

Education sector

Education is a
core sector, with
four investments
ranging from
online tertiary
education and
after-school
tutoring
to marine
e-learning.

Since investing in a premium private schools group in 2013, Oakley
identified the opportunity to consolidate high-quality recurring
revenue bases within the fragmented education sector, in which there
are few assets of scale. Leveraging our experience in technology,
internationalisation and M&A, we have successfully grown platforms in
online tertiary education, career-based training, after-school tutoring
and marine e-learning.

Sector investments1

NAV breakdown

Investment

Oakley Fund

OCI’s open cost (£m)

OCI’s valuation (£m)

% of OCI NAV

Career Partner Group

Fund III

Schülerhilfe

Ocean Technologies
Group

AMOS

Fund III

Fund IV

Fund III

0.0

31.3

21.9

7.2

100.5

47.5

25.9

18.8

13.8

6.5

3.6

2.6

£192.7m

Education
sector

1 The OCI cost and valuation numbers above have been calculated on a look-through basis and include both direct and indirect investments in the relevant portfolio companies.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsEDUCATION PORTFOLIO COMPANIES CONTINUED

Education sector

Career Partner Group

The largest and fastest-growing university
group in Germany.

Career Partner Group is the largest and
fastest-growing university group in Germany
with over 60,000 students enrolled across four
types of programmes: online degree courses
(‘Online’), part-time studies, dual studies
(private on-site education in cooperation with
corporate partners) and on-campus studies.

Career Partner Group continued to exhibit strong
performance throughout 2020, growing revenue
43% and EBITDA 73% versus the prior year.

Growth has been driven by a significant
increase in student intake which grew 98%
versus the prior year, across both new and
existing courses in Online and both new and
mature centres in Dual Studies.

Career Partner Group’s open cost is £0.0m
as the total cost invested has been returned
through distributions.

Schülerhilfe

The leading provider of after-school
tutoring across Germany and Austria.

Schülerhilfe has continued to perform
well despite the impact of COVID-19 on
its operations. Following the temporary
closure of all tutoring centres between
March and May and again in December, the
business successfully migrated pre-existing
customers to their online tutoring service.
Existing customers were retained through
the migration; however, new enrolments
were negatively impacted by the lockdowns.

Despite the challenging environment, the
business has managed to maintain 2020
revenues broadly flat against the prior year and
has continued to generate good cash flows.

During the COVID-19 lockdowns throughout
2020, Schülerhilfe established itself as the
market leader in online tutoring, with very high
customer satisfaction for their new online
tutoring service.

OCI’S OPEN COST

£0.0m

OCI’S VALUATION

£100.5m

OF OCI NAV

13.8%

OCI’S OPEN COST

£31.3m

OCI’S VALUATION

£47.5m

OF OCI NAV

6.5%

Strategic ReportOverviewGovernanceConsolidated Financial StatementsEDUCATION PORTFOLIO COMPANIES CONTINUED

Education sector

Ocean Technologies Group

AMOS

The M&A agenda has also continued to
progress well. In addition to the COEX and
Tero Marine acquisitions completed in 2019,
in 2020 the Group completed the acquisition
of MTS, a maritime e-learning content and
distribution business, and of V.Group’s
e-learning subsidiary, Marlins.

The leading maritime e-learning businesses
worldwide.

Ocean Technologies Group ended FY20
with EBITDA growth up 24% versus the prior
year. Growth in 2020 has been largely driven
by synergy realisation and acquisitions,
as management focused on finalising the
integration of Seagull and Videotel, as well
as adding new brands to the portfolio.

During 2020, the senior management team has
been strengthened through the appointment
of a new CFO, Chief Revenue Officer,
Chief Product Officer and Chief HR Officer.

A French group of tertiary education
business schools focused on vocational
areas of training.

International (‘CMH’) and ~1,250 enrolled at
ESDAC, representing a c.16% uplift versus the
prior year.

AMOS has enrolled approximately 2,500
students for the current academic year, which
represents enrolment growth of over 13%
versus the prior year, despite the coronavirus
outbreak. The business adapted well as
teaching has continued to be delivered online,
and there has been minimal financial impact
as students for the current academic year
paid upfront.

Total student numbers across the Group stand
at over 4,000, with ~300 students enrolled at
Centre Européen de Management Hotelier

ESDAC has benefited from continued
expansion at its more recently opened
campuses, which is helping to drive enrolment
growth. CMH has seen a slight decline in
student enrolments, due to the challenges
of marketing to new students during the
COVID-19 outbreak.

OCI’S OPEN COST

£21.9m

OCI’S VALUATION

£25.9m

OF OCI NAV

3.6%

OCI’S OPEN COST

£7.2m

OCI’S VALUATION

£18.8m

OF OCI NAV

2.6%

Strategic ReportOverviewGovernanceConsolidated Financial StatementsENVIRONMENTAL, SOCIAL AND GOVERNANCE POLICY

We believe
that investing
responsibly
protects and
creates value.

Investing responsibly

The Board has endorsed Oakley’s policy to
advise on the investment of the Company’s
resources in a responsible manner. The
Board is committed to monitoring investment
activity and progress on Environmental,
Social and Governance (‘ESG’) topics, with
regular updates provided by Oakley’s Head
of Sustainability and the Oakley team.

We believe that investing responsibly protects
and creates value, beyond the standard drivers of
compliance and risk management. We recognise
that ESG factors impact our investments, and
better understanding and management of these
factors helps to create more successful, resilient,
and sustainable businesses, which in turn will
generate enhanced value.

OCI recognises that the bulk of its ESG impact
will be through the portfolio companies as
we have no direct employees or operational
premises. However OCI itself has continued
its journey of governance during the year
with continued Board refreshment and the
introduction of other enhanced governance
policies.

Waste
Management

Diversity and
Inclusion

Health
and Safety

Energy and Greenhouse
Gas Management

En v i r onme

Climate

Supply
Chain

Human
Rights

Human Capital
Management

Supply Chain
Management

Corporate
Governance

o ciety

Resource
Use

Business
Ethics

overna n

Anti-bribery
and Corruption

Risk
Management

Cyber Security and
Data Protection

Strategic ReportOverviewGovernanceConsolidated Financial Statements
ENVIRONMENTAL, SOCIAL AND GOVERNANCE POLICY
CONTINUED

Case studies
2020 was a year unlike any other, repeatedly testing individuals, society and businesses. Throughout the year, Oakley’s portfolio companies demonstrated resilience and leadership, supporting both
employees and local communities.

Ocean Technologies Group – Human Capital Engagement

Ocean is a leading maritime learning and
technology provider. A new Chief Human
Resources Officer joined the business in 2020,
and quickly set the business on track to co-
create new values and embed them in “business
as usual”. A new shared culture was needed,
as Ocean comprises six companies which
have recently come together under one group.

Since summer 2020, an Ocean intranet and
MS Teams channel were set up, creating a
cohesive space for all employees. Monthly
town hall meetings were launched to share the
Ocean strategy, build a culture of #TeamOcean
and create a platform for employees to ask
questions and provide feedback. Frequent
pulse surveys help provide an understanding

of what employees are concerned about and
areas which may need additional attention.
Much has been achieved in the last year and
more is expected during 2021.

Wishcard Technologies Group – Corporate Governance
Since joining the Oakley portfolio in 2019,
Wishcard, a German-based consumer
technology company providing gift vouchers
to consumers and businesses, has developed
and strengthened its corporate governance
policies and procedures. Key developments
in 2020 have included the development and
adoption of a robust anti-money laundering

policy, implementation of an Advisory Board to
provide oversight and robust governance, and
the recruitment of a new CFO. Under Oakley’s
ownership, the business has been transformed
in its professionalism and the quality of its
governance regime. We are continuing to work
closely with management to drive forward
change, and institute the highest possible

standards of governance. This is a central
part of the value-creation Oakley offers in
partnering with founder-owned businesses.

North Sails – Resource Use

North Sails is the world leader in sail
and marine-related products, providing
innovative and high-performance clothing
and equipment to sailors around the world.
The company is acutely aware of ocean
pollution, especially plastic, and has committed
to #GoBeyondPlastic and support the UN
Environment Programme #CleanSeas pledge
to reduce plastic usage. As part of this

initiative, North Sails has upcycled over 50
sails into bags and other products in 2019 with
none going to landfill. A new logo has been
introduced on products that are made from
recycled, repurposed or waste products. This
stamp will also appear on any bag made by a
third party from sails provided by the company
as the base materials. The company continues
to educate its workforce on waste reduction

and environmental best practice. Several
partnerships with universities have also begun
to investigate how some of the more resilient
materials can be broken down and repurposed
for further use.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsENVIRONMENTAL, SOCIAL AND GOVERNANCE POLICY
CONTINUED

Case studies continued
As COVID-19 spread across the world, individuals and businesses reacted as best as they could to support each other. Oakley is proud of the work our portfolio companies did to support not only our employees,
but also the local communities.

Supporting employees and local communities during COVID-19

CAREER PARTNER
GROUP

NORTH SAILS AND
TECHINSIGHTS

ALESSI

TECHINSIGHTS

WISHCARD
TECHNOLOGIES

Many companies, like Career
Partner Group, focused on
strengthening resilience, enabling
virtual after-work get-togethers,
sending a strong C-Level message
that crying babies or children
joining a meeting is OK and family
matters may take priority when
working from home.

Like many others, North Sails and
TechInsights provided additional
health insurance or benefits, to
ensure employees have the security
and access to resources needed to
enable safe working practices.

Alessi donated over 40,000 masks
to hospitals local to its Italian
manufacturing facility during the
first peak of infection.

TechInsights received a licence
from the city of Ottawa to produce,
bottle and donate hand-sanitiser
in support of front-line workers;
thousands of bottles have been
donated to date.

Wishcard has partnered with
the local government of Bavaria
to operate a voucher scheme
to support the restaurant
industry as it struggles through
COVID-19 restrictions.

As the global pandemic continues, Oakley will continue to support efforts which help ease the burden on employees and local communities.

Strategic ReportOverviewGovernanceConsolidated Financial Statements44

Governance

Good corporate governance is a
fundamental component of the
Company’s activities and supports
long-term sustainable value and
responsible growth for its shareholders.

46 Board of Directors

48 Directors’ Report

54 Investment Policy

55 Statement of Directors’ responsibilities

56 Corporate Governance Report

63 Audit Committee Report

65 Risk Committee Report

66 Principal risks and uncertainties

68 Nomination Committee Report

69 Management Engagement Committee Report

70 Governance, Regulatory and Compliance Committee Report

71 Remuneration Committee Report

72 Directors’ Remuneration Report

73 Alternative Investment Fund Managers’ Directive

74 Shareholder information

75 Why invest in listed private equity?

Strategic ReportOverviewGovernanceConsolidated Financial Statements
45

Diversity and
inclusion
OCI recognises the benefits that diversity
can bring to its Board, and places great
importance on ensuring that Board
membership reflects this. The Board
believes that a wide range of experience,
age, background, perspectives, skills
and knowledge allows Directors to share
varying perspectives and insights, helping
to create a better environment for effective
decision-making.

The Board supports the Investment Adviser,
Oakley Capital’s endeavours in relation to
diversity and inclusion. Additionally, the
Board recognises the importance of leading
by example and encouraging Board diversity
as it relates not only to Oakley, but also to
the composition of its portfolio company
boards and leadership teams.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsBOARD OF DIRECTORS

An independent
Board well-
positioned to
support OCI
as it grows.

Caroline Foulger

Chair

Richard Lightowler

Fiona Beck

Senior Independent Director

Non-Executive Director

Appointed to the Company’s Board in June
2016 (and as Chair in September 2018),
Caroline has been an independent Non-
Executive Director in the financial services
industry since 2013. Caroline was previously
a partner with PwC for 12 years, primarily
leading the insurance practice in Bermuda
and servicing listed clients, with 25 years’
experience in public accounting. Caroline
is a Fellow of the Institute of Chartered
Accountants in England & Wales, a member of
CPA Bermuda and a Member of the Institute of
Directors. Caroline is a resident of Bermuda.
Caroline’s leadership skills continue to impart a
culture of positive change to service providers,
the Board and its Committees.

Appointed to the Company’s Board in
December 2019, Richard has 25 years’
experience in public accounting, previously a
Partner with KPMG in Bermuda. He was head
of the KPMG Insurance Group in Bermuda
for almost 14 years until leaving the firm in
2016, a member of the firm’s Global Insurance
Leadership Team and Global Lead Partner for
large international insurance groups listed on
the New York and London Stock Exchanges.
Richard is a resident of Bermuda and is a
Chartered Accountant in England & Wales.
Richard has significant regulatory experience
and led KPMG’s relationship with the Bermuda
Monetary Authority (‘BMA’). Richard brings with
him a wealth of knowledge in financial services,
expertise in best practice corporate governance
and significant transactional experience.

Non-Executive Director appointed to the
Company’s Board in September 2020, Fiona
has over 20 years’ leadership experience
in listed and unlisted companies within the
technology, telecoms, infrastructure and
fintech sectors. Previously, she was CEO of
Southern Cross Cable Networks for 14 years,
a multinational telecommunications company.
She holds a Bachelor’s degree in Management
Studies (Honours), is a Chartered Accountant
(Australia and NZ), and is a member of the
Institute of Directors (both UK and Australia).
Fiona is a resident of Bermuda. Her sector
relevant experience in the technology industry,
and past leadership positions, provides for
unique perspective and insights.

Current Directorships
of publicly listed entities
• Hiscox Limited

Current Directorships
of publicly listed entities
• Hansa Investment Company Limited

Current Directorships
of publicly listed entities
• Atlas Arteria Holdings Limited

• Atlas Arteria Holdings Limited

• Aspen Insurance Holdings Limited

• Ocean Wilsons Holdings Limited

Strategic ReportOverviewGovernanceConsolidated Financial Statements

BOARD OF DIRECTORS CONTINUED

Peter Dubens

Non-Executive Director

Stewart Porter

Non-Executive Director

Appointed to the Company’s Board in July
2007, Peter is the founder and Managing
Partner of the Oakley Capital Group, a
privately-owned asset management and
advisory group comprising private equity
and venture capital operations managing
over €4 billion. Peter founded the Oakley
Capital Group in 2002 to be a best-of-breed,
entrepreneurially-driven UK investment
house, creating an ecosystem to support the
companies in which Oakley Capital invests,
whether they are early-stage companies or
established businesses. David Till serves
as an alternate Director to Peter.

Appointed to the Company’s Board in
September 2018, Stewart has over 40 years’
of operational experience, both within
private equity and technology businesses,
the latter being one of Oakley’s three core
sectors for investment. Stewart worked as
Chief Operating Officer of the Investment
Adviser, Oakley Capital Limited, from 2010
until his retirement in 2018. During his career,
Stewart has held positions as COO and CFO
at Wilkinson Sword and TI Group. He was a
founder and CFO of Pipex Communications
plc and was instrumental in the development
and successful sale of the Pipex Group.
Stewart’s industry knowledge and in-depth
understanding of the Investment Adviser
makes him invaluable in providing the Board
with insights into the detailed workings of its
key service providers.

Current Directorships
of publicly listed entities
• Non-Executive Chair of Time Out Group plc

Current Directorships
of publicly listed entities
• None

Strategic ReportOverviewGovernanceConsolidated Financial Statements

DIRECTORS‘ REPORT

Regular contact
between Directors
and the Oakley
Group continued
throughout the
year.

The Company’s registered office and
principal place of business is 3rd Floor,
Mintflower Place, 8 Par-la-Ville Road,
Hamilton HM08, Bermuda.

The Board of Directors
The Board currently comprises the Chair
and four other Non-Executive Directors.
Laurence Blackall retired from the Board at the
Annual General Meeting in May 2020. Craig
Bodenstab stepped down from the Board in
June 2020, and was replaced by Fiona Beck
in September 2020.

All Directors, other than Peter Dubens
and Stewart Porter, are considered to be
independent. Peter Dubens and David Till (as
alternate Director), with a team of investment
professionals, are together primarily
responsible for performing investment advisory
obligations with respect to the Company
and the Oakley Funds. Stewart Porter was
employed as the COO of the Investment
Adviser until mid-2018 and, consistent with UK
Corporate Governance Code guidelines, will
be considered independent effective July 2021.

The Board met formally 11 times during 2020,
including three of four quarterly scheduled
meetings being held physically in Bermuda.
This increased frequency was driven by
enhanced portfolio monitoring updates
from the Investment Adviser amidst the
COVID-19 pandemic.

Regular contact between Directors and the
Oakley Group continued throughout the year
as required for the purpose of considering key
decisions of the Company.

The Directors are kept fully informed of
investment performance and other matters.
The Board receives periodic reporting and
ad-hoc additional information as required
by the Directors from the Administrative
Agent, Investment Adviser and other
service providers.

The Directors may seek independent
professional advice at the expense of the
Company to aid their duties. During 2020,
this included a review of Oakley Capital
Origin Fund documentation and legal due
diligence, and an independent third-party
Directors’ remuneration review.

The rules governing the appointment of
Directors to the Board is contained in the
Company’s bye-laws, located at:
https://oakleycapitalinvestments.com/wp-
content/uploads/2020/04/Bye-laws-of-Oakley-
Capital-Investments-2020.pdf

The Company, during the year, adopted
a Diversity Policy as it relates to Board
composition. This is available at
www.oakleycapitalinvestments.com.

Conflicts of interest
The Directors continue to declare on an
ongoing basis all conflicts and potential
conflicts of interest to the Board, a register of
which is considered at Board and Committee
meetings. Declaration of Directors’ interests
is a standing Board agenda item at the outset
of each meeting. A conflicted Director is not
allowed to take part in the relevant discussion
or decision and is not counted when
determining whether a meeting is quorate.

Peter Dubens is a shareholder and a Director
of a number of the Oakley Group entities and
cannot vote on any Board decision relating to
these entities.

Each Director’s shareholding is outlined as
part of the Directors’ Remuneration Report,
and is considered for fair dealing purposes as
a declared interest at the time of, for example,
share buybacks.

Investment management
and administration
The Company is a self-managed Alternative
Investment Fund (‘AIF’), and the Board has the
ultimate decision to invest (or take any other
action) in the Oakley Funds or in any other
manner consistent with its Investment Policy.
In the ordinary course of business, it makes
decisions after reviewing the recommendations
provided by the Oakley Group (typically as
presented by the Investment Adviser on behalf
of the Administrative Agent).

For the avoidance of doubt, the Directors do
not make investment decisions on behalf of
the Oakley Funds, nor do they have any role
or involvement in selecting or implementing
transactions by the Oakley Funds or in the
management of the Oakley Funds.

Oakley Capital Manager Limited (‘OCML’)
serves as Administrative Agent to the
Company. It is incorporated in Bermuda and
regulated by the Bermuda Monetary Authority
as a licensed Investment Business. The
Administrative Agent provides operational
assistance and corporate secretarial services
to the Board with respect to the Company’s
business. The Administrative Agent is managed
by experienced third-party administrative and
operational Executive Directors.

Oakley Capital Limited serves as the
Investment Adviser to the Administrative Agent
with respect to the Company. It is incorporated
in the UK and is authorised and regulated
by the Financial Conduct Authority for the
provision of investment advice and arranging
of investments. The Investment Adviser is
primarily responsible for making investment
recommendations to the Company along
with structuring and negotiating deals for the
Oakley Funds.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsDIRECTORS‘ REPORT CONTINUED

The Directors
believe these
arrangements
enhance long-term
shareholder value.

The Directors of the Company continue
to believe these arrangements create the
conditions to enhance long-term shareholder
value and, based on the Company’s overall
objective, to achieve a high level of Company
performance. Each year, including in 2020, the
three independent Directors formally review
the performance of Oakley and OCML.

The Company has appointed Mayflower
Management Services (Bermuda) Limited
(the ‘Administrator’) to provide administration
services pursuant to an Administration
Agreement. It receives an annual administration
fee at prevailing commercial rates. The
Administrator is responsible for the Company’s
general administrative requirements such as
the calculation of the net asset value and net
asset value per share and maintenance of the
Company’s accounting records.

The Administrative Agent has been appointed
pursuant to an operational services agreement
(the ‘Operational Services Agreement’). The
Operational Services Agreement continues
for consecutive periods beginning on the date
of the last Annual General Meeting at which
a continuation vote was put to shareholders
(a ‘Continuation Meeting’) and ending on the
date of the next Continuation Meeting.

Ongoing costs
For the period ended 31 December 2020, the
Company’s ongoing charges were calculated
as 2.46% (2019: 2.57%) of NAV.

The calculation is based on ongoing charges
expressed as a percentage of the average NAV
for the year. Ongoing charges are calculated in
accordance with the guidelines issued by the
Association of Investment Companies (‘AIC’).
They comprise recurring costs, including the
operating expenses of the Company, operational

services’ fees paid to the Administrative Agent,
and OCI’s share of the management fees paid
by the underlying Oakley Funds. The calculation
specifically excludes expenses, gains and
losses relating to the acquisition or disposal
of investments, performance-related fees,
and financing charges.

Operational Service Fees
Included in investment related fees are
operational and performance fees paid
to Oakley Capital Manager Limited. The
Administrative Agent has been appointed
by the Company to provide operational
assistance and services to the Board with
respect to the Company’s direct investments
and generally to administer the assets of the
Company, as provided for in the Operational
Services Agreement.

Debt and equity direct investments
During 2020 and 2019, the Administrative
Agent was paid an operational services fee
of 2% per annum of the net asset value of
certain of the Company’s direct investments.
During 2019, the operational services fee
was calculated by reference to all of the
Company’s direct investments. With effect
from 1 January 2020, operational services
fees relating to direct debt investments were
eliminated, so that the operational services
fee became payable only by reference to the
net asset value of the Company’s direct equity
investments. With effect from 1 July 2020, no
further operational services fees are payable
by reference to the Company’s current direct
equity investments.

Oakley Capital Fund I-III
2% on invested capital since the date
of closure of the investment period.

Oakley Capital Fund IV and
Oakley Capital Origin Fund
2% on fund commitment during the investment
period (ending after the earlier of five
years after the final closing date or 75%
of commitments having been invested), then
2% on invested capital, stepping down to
1% on invested capital ten years after the
final closing date.

Performance fees
The Administrative Agent is paid a
performance fee of 20% of profits (after
expenses) from the full or partial realisation
on disposal of any direct equity investments
subject to an 8% preferred return. With effect
from 1 July 2020, no performance fees
are payable by reference to the Company’s
current direct equity investments.

Stewardship and delegation
of responsibilities
Under the Operational Services Agreement, the
Board has delegated to the Administrative Agent
substantial authority for carrying out the day-to-
day administrative functions of the Company.

The Company exercises its own voting rights
on direct equity portfolio investments, which
comprise only Time Out Group plc as at the
reporting date.

Oakley has a policy of active portfolio
management and ensures that significant
time and resource is dedicated to every
investment, with Oakley executives typically
being appointed to portfolio company boards,
in order to ensure the implementation and
continued application of active, results-
orientated corporate governance. OCI
receives regular feedback on these activities.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsDIRECTORS‘ REPORT CONTINUED

Oakley has
a policy of
active portfolio
management
and ensures that
significant time
and resource is
dedicated to every
investment.

Capital Markets Day
The Board holds an annual Capital Markets Day
consisting of presentations to shareholders
and analysts by senior members of the Oakley
Group and management teams from a selection
of Oakley Funds’ portfolio companies. The event
was held digitally in 2020, with presentations
focused on the performance of the underlying
Oakley Funds’ investment portfolio. Directors of
the Board attend the Capital Markets Day.

Public reporting

The Company’s Annual Report and Accounts,
along with the half-year Financial Statements and
other RNS releases, are prepared in accordance
with applicable regulatory requirements and
published on the Company’s website.

Share capital and voting rights
As at the date of this report, the Company had:

• 180,599,936 ordinary shares and voting

rights in issue; and

•

issued share capital of 180,599,936.

The rights attaching to the shares are set out
in the bye-laws of the Company. There are no
restrictions on the transfer of ordinary shares
other than those which may be imposed by law
from time to time. There are no special control
rights in relation to the Company’s shares and
the Company is not aware of any agreements
between holders of securities that may result
in restrictions on the transfer of securities or
on voting rights. In accordance with the Market
Abuse Regulation and the Company’s share
dealing code, Board members and certain
employees of the Company’s service providers
are required to seek approval to deal in the
Company’s shares.

At a general meeting of the Company, every
holder of shares who is present in person or by
proxy shall, on a poll, have one vote for every

share of which they are the holder. All the rights
attached to a treasury share shall be suspended
and shall not be exercised by the Company while
it holds such treasury shares and, where required
by the Act, all treasury shares shall be excluded
from the calculation of any percentage or fraction
of the share capital or shares of the Company. As
at 31 December 2020, the Company did not hold
any treasury shares.

Dividend policy and distributions
The Board has adopted a dividend policy which
takes into account the forecast profitability
and underlying performance of the Company
in addition to capital requirements, cash flows
and distributable reserves. The Company has
experienced strong NAV growth in 2020 despite
the challenges of the COVID-19 pandemic,
thanks to the resilient nature of the Oakley Funds’
portfolio companies’ business models.

The Company declared a final dividend of
2.25 pence per share in respect of the year
ended 31 December 2019, which was paid in
April 2020. An interim dividend of 2.25 pence per
share was paid by the Company in respect of the
six months to 30 June 2020, in October 2020.

Share issuance and buy-backs
By a special resolution passed at the May 2020
AGM, the Directors were authorised to issue
shares and/or sell shares from treasury for cash
on a non-pre-emptive basis provided that such

authority shall be limited to the issue and/or sale
of shares of up to 5% of the issued share capital
as at the date of that meeting.

Unless specifically authorised by shareholders,
no issuance of ordinary shares on a non-pre-
emptive basis will be made at a price less than the
prevailing NAV per ordinary share at the time of
issue. No such issuances are currently expected.

The Company conducts share buy-backs in the
market with a view to addressing any imbalance
between the supply of and demand for its shares,
to increase the NAV per ordinary shares and/or
to assist in maintaining a narrow discount to net
asset value per ordinary share in relation to the
price at which ordinary shares may be trading.
Such purchases of ordinary shares will only be
made for cash at prices below the prevailing NAV
per ordinary share. Any repurchased shares will
be cancelled in full. Directors’ powers of share
issuance and/or buy-back will only be exercised
if thought to be in the best interests
of shareholders as a whole.

During 2020, the Company did not issue any
shares. Five share buy-backs were completed
during the year, pursuant to which 18 million
shares, or 9.1% of the total shares in issue as
at the beginning of 2020, were cancelled at a
weighted average price of 230.0 pence, with a
combined estimated positive impact on NAV
per share of 12.6 pence.

Execution date/status

18 March 2020

18 June 2020

29 July 2020

2 October 2020

3 December 2020

Total weighted average to date 18,000,000

Number
of shares

Buy-back price
(pence)

Buy-back price
discount to NAV
(%)

NAV per share
impact estimate
(pence)

3,000,000

1,340,000

3,660,000

3,053,000

6,947,000

1.59

2.05

2.25

2.525

2.575

2.30

2.9

1.1

2.5

1.8

4.2

12.6

Strategic ReportOverviewGovernanceConsolidated Financial StatementsDIRECTORS‘ REPORT CONTINUED

The Board is
committed to
understanding
stakeholders’
views.

Section 172 and stakeholder reporting
The Board is committed to understanding
our stakeholders’ views and considering their
interests in Board discussions and decision-
making. This includes having regard to the likely
consequences of any decision in the long term,
the need to foster the Company’s business
relationships with service providers, the impact
of the Company’s operations on the community
and environment, and maintaining a reputation
for high standards of business conduct. Through
this engagement, the Board is able to understand
better, their views and consider these views in
their discussions and decision-making.

Shareholder communications

The support of our shareholders is critical to
the continued success of the business and
the achievement of our objectives. We believe
our shareholders are interested in the financial
performance of the Company, its ability to
continue in operation for the foreseeable future
and the maintenance of high standards of
conduct and corporate governance.

The Board places a high degree of importance
on engagement with shareholders, endeavouring
to communicate clearly and regularly with
existing and potential shareholders.

During the year the Board has engaged with
shareholders in the following ways:

• Annual General Meeting: An AGM is held
each year, where a separate resolution is
proposed on each substantially separate
issue along with the presentation of the
Annual Report and Accounts.

• Capital Markets Day: Each year the Board
holds an event consisting of presentations
to shareholders and analysts by senior
members of the Oakley Group.

• Shareholder engagement: The Board
maintains awareness of shareholder
views by means of regular updates from
its Investor Relations team and meetings
with shareholders.

• Website: The Company’s Annual Report and
Accounts, along with the half-year Financial
Statements and other RNS releases, are
prepared in accordance with applicable
regulatory requirements and published on
the Company’s website.

During the year, some of the topics discussed
with shareholders were: portfolio company
performance including the impact of
COVID-19; investment strategy and response
to COVID-19; future fund investment
opportunities; deal activity; and retail
shareholder access via trading platforms.

The Oakley Group also briefs the Board on a
regular basis with regard to feedback received
from analysts and investors. Any significant
commentary raised by shareholders in relation
to the Company is communicated to the Board.
The Company’s Broker and Financial Adviser
(‘Liberum Capital Limited’) also regularly
reports to the Board at meetings. In addition,
research reports published by financial
institutions on the Company are circulated
to the Board.

The Company reports formally to shareholders
twice a year, with an emphasis on net asset value
performance and updates. In addition, current
information is provided to shareholders on an
ongoing basis through the Company’s website.

Corporate and social responsibility
The Board considers the ongoing interests
of shareholders and has open and regular
dialogue with the Investment Adviser on the
governance of the portfolio companies.

The Company adopted an ESG Policy in
March 2020; refer to pages 41 to 43.

Service providers and
significant agreements
The following agreements and service
providers are considered significant to
the Company:

• Oakley Capital Manager Limited

(“Administrative Agent”) under the
Operational Services Agreement.

• Oakley Capital Limited (“Oakley”) as

Investment Adviser to the Administrative
Agent, under the terms of the Investment
Advisory Agreement.

• Mayflower Management Services

(Bermuda) Limited under the
Administration Agreement.

• KPMG Audit Limited as appointed

external Auditor.

• Liberum Capital Limited as Broker and

Financial Adviser.

The Board maintains regular contact and
dialogue with its key service providers,
through formal meetings and calls, as well
as informal communications throughout
the year. The Management Engagement
Committee’s role is to review on a regular
basis the appointment, remuneration and
performance of the key service providers
to the Company, with a key focus on the
Investment Adviser and Administrative Agent.

As part of this role, the Committee
encourages open dialogue and
engagement with the service providers.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsDIRECTORS‘ REPORT CONTINUED

The support of
our shareholders
is critical to the
success of the
business and
achievement of
our objectives.

Substantial shareholdings
As at 31 December 2020, the Company has received the following notifications of interest of 3%
or more in the voting rights attached to the Company’s ordinary shares:

Shareholder

Asset Value Investors

OCI Directors

Sarasin and Partners

City of London Investment Management Company

Barwon Investment Partners

FIL Investment International

Lombard Odier Asset Management

Jon Wood and Family

Hargreaves Lansdown Stockbrokers

Hawksmoor Investment Management

% voting rights
31 December 2020

% voting rights
31 December 2019

13.7

10.2

7.3

6.7

5.8

5.4

4.4

4.1

3.4

14.0

9.2

7.0

4.8

7.2

4.6

5.1

3.4

2.3

1.5

Most notably, the aggregate voting rights of the top ten shareholders have also fallen from 70%
in 2019 to 66% in 2020.

Part of the Company’s rationale for moving its listing to the Specialist Fund Segment in August
2019 was the potential for deeper trading from a broader range of shareholders. The following
table outlines the shift in full-year trading volumes and turnover on the Company’s shares:

Measure

2020 full year

2019 full year

2018 full year

Average daily trading volume

487,437

570,857

342,453

Total volume traded in the year

123,321,647

146,139,416

86,640,604

Turnover (as % of average
issued capital)

68.28

72.13

42.30

The Directors consider the continued elevated trading volume and diversification of the shareholder
base as encouraging signs for unlocking future shareholder value in line with NAV growth.

Compensation for loss of office
There are no agreements between the
Company and its Directors providing for
compensation for loss of office that occurs
because of a change of control.

Financial prospects and position
In compliance with Provision 36 of the
AIC Code of Corporate Governance
(the ‘AIC Code’), the Board has assessed
the prospects of the Company over a period
in excess of the 12 months required under the
Going Concern assessment.

We have considered the sustainability and
resilience of the Company’s business model
over the long term, including consideration
of the impacts of COVID-19, and have based
our assessment of the prospects of the
Company on this consideration. This period of
assessment of long-term prospects is greater
than the period over which the Board has
assessed the Company’s viability.

The Board considers three years as the most
appropriate time period over which to assess
the long-term viability of the Company, as
required by the AIC Code. This time period has
been chosen as a reasonable period over which
the Board can reasonably, and with a sufficient
degree of likelihood, assess the Company’s
prospects and over which the existing Oakley
Fund commitments will largely be drawn.

The Board has established procedures which
provide a reasonable basis to make proper
judgments on an ongoing basis as to the
principal risks, financial position and prospects
of the Company.

Strategic ReportOverviewGovernanceConsolidated Financial Statements53

DIRECTORS‘ REPORT CONTINUED

An AGM is held
each year, where
a separate
resolution is
proposed on
each substantially
separate issue.

Regular reporting to the Risk Committee of
the Board provides for ongoing analysis and
monitoring against risk appetite. Strategic
considerations of the Board as it relates to
financial prospects of the Company include:

• Use of leverage. The Company has to date

chosen not to lever its balance sheet.

• Foreign exchange risk hedging. The

Company does not hedge its foreign
exchange exposure due to the unpredictable
timing and quantum of private equity fund
capital calls and distributions.

• Cash management – monitoring of cash
flow forecasts enabling the Company to
meet ongoing commitments to the Funds.

• Commitment to future Oakley Fund

contributions based on analyses of liquidity
forecasts and investment opportunities

• Utilising, periodically, surplus cash

balances to implement share buy-backs
for cancellation.

Viability statement
Based upon this assessment, the Directors
confirm they have a reasonable expectation
that the Company will continue in operation and
meet its liabilities as they fall due over the period
of three years from the date of this report.

Going concern

After making enquiries and given the nature
of the Company and its investments, the
Directors, after due consideration, conclude
that the Company will be able to continue
for the foreseeable future (being a period
of 12 months from the date of this report).
Furthermore, the Directors are not aware
of any material uncertainty regarding the
Company’s ability to do so.

In reaching this conclusion, the Directors have
assessed the nature of the Company’s assets
and cash flow forecasts and consider that
adverse investment performance should not
have a material impact on the Company’s ability
to meet its liabilities as they fall due. Accordingly,
they are satisfied that it is appropriate to adopt
a going concern basis in preparing these
Consolidated Financial Statements.

Political donations and expenditure
The Company has made no political donations
in the year and has no expectation of doing so
in the future.

Annual General Meeting (‘AGM’)

An AGM is held each year, where a separate
resolution is proposed on each substantially
separate issue along with the presentation of
the Annual Report and Accounts. All proxy votes
are counted and, except where a poll is called,
the level of proxies lodged for each resolution is
announced at the Meeting and is published on
the Company’s website. The notice of AGM and
related papers are sent to shareholders at least
21 working days before the Meeting.

The Chair and the Directors can be contacted
through the Company Secretary, Oakley Capital
Manager Limited, 3rd Floor, Mintflower Place,
8 Par-la-Ville Road, Hamilton HM08, Bermuda.

In compliance with the bye-laws of the
Company, the AGM will be conducted prior
to 20 August 2021. Details of the AGM will
be notified to shareholders separately to
this report.

Disclosure of information to the auditor
Having made enquiries of fellow Directors and
key service providers, each of the Directors
confirms that:

Events after balance sheet date
Following the year-end, the following events
have been noted that impact the Company’s
look-through balance sheet:

• to the best of their knowledge and belief,

there is no relevant audit information of which
the Company’s auditor is unaware; and

• they have taken all the steps a Director

might reasonably be expected to have taken
to be aware of relevant audit information
and to establish that the Company’s auditor
is aware of that information.

Dividends – on 10 March 2021, the Board
of Directors approved a final dividend of 2.25
pence per share in respect of the financial year
ended 31 December 2020. This is due to be
paid on 15 April 2021 to shareholders registered
on or before 26 March 2021. The ex-dividend
date is 25 March 2021.

Partial sale – on 7 January 2021, the Oakley
Fund II portfolio company, Daisy Group,
announced an agreement to sell its stake
in its Digital Wholesale Solutions division.
OCI’s share of proceeds will be c.£22 million
following this transaction, which includes the
full repayment of OCI’s outstanding c.£17
million direct loan to the Daisy Group. The
transaction is subject to regulatory approval.

Origin Fund – on 25 January 2021, Oakley
announced that the Origin Fund was closed
to institutional investors, with an expected final
fund size of €455 million. OCI committed a
further €24.3 million to the Fund following the
year end, taking the total OCI commitment to
the Origin Fund to €129.3 million.

Acquisition – on 26 January 2021, Oakley
Fund IV agreed to make a minority investment
in idealista, the leading online real estate
classifieds platform in Southern Europe.
OCI’s indirect contribution via Fund IV was
c.£43 million.

Acquisition – on 25 February, Oakley Fund IV
completed its investment in Dexters, one
of London’s leading independent chartered
surveyors and estate agents. OCI’s indirect
contribution via Fund IV was c.£13 million.

Refinancing – on 1 March 2021, Oakley
Fund III completed a refinancing of its
investment in Career Partner Group. OCI’s
share of overall proceeds on a look-through
basis was
c.£28 million.

On behalf of the Board.

Caroline Foulger

Chair
10 March 2021

Strategic ReportOverviewGovernanceConsolidated Financial Statements
INVESTMENT POLICY

The Oakley
Funds’ investment
strategy is to
focus primarily
on private mid-
market, Western
European
businesses.

The Company seeks to meet its investment
objective by investing primarily in the Oakley
Funds, in successor funds managed by Oakley
Capital Manager Limited (‘OCML’) and/or the
General Partners of the Oakley Funds and/
or advised by the Investment Adviser (or their
respective affiliates).

Cash resources held by the Company that are
not called upon by the Oakley Funds and their
successor funds (or other investments) will
be invested under treasury guidelines set by
the Board. Risk appetite is typically limited to
placing such funds in cash deposits or near-
cash deposits. The Company is authorised to
hedge the foreign exchange exposure of any
non-GBP cash deposit or investment.

In connection with certain direct investment
opportunities made available alongside the
Oakley Funds and any successor funds thereto,
the Board has been advised by OCML that,
from time to time, OCML or (in the case of
Luxembourg-based Funds) the Luxembourg
AIFM may invite one or more Limited Partners
in the Oakley Funds (and successor funds)
including the Company to directly invest
alongside the Oakley Funds (and successor
funds) on substantially the same terms as such
Limited Partnerships. In such event, OCML
or the Luxembourg AIFM (or, as applicable,
the AIFM of the successor fund) would make
available to the Company copies of the due
diligence and analysis prepared by OCML
or the Investment Adviser and any other third
parties in relation to such direct investment
opportunities. The Board would then determine
whether or not, and to what level, the Company
should directly invest.

Investment strategy of the
Oakley Funds
The Oakley Funds’ investment strategy is to
focus primarily on private mid-market Western
European businesses, with the objective of
delivering long-term capital appreciation within
the Oakley Funds. The life of each Oakley Fund
is expected to be approximately ten years,
which includes a five-year investment period
from the date of final closing.

The Oakley Funds primarily focus on equity
investments that enable them to secure a
controlling position in the target company. The
Oakley Funds typically invest in sectors that
are growing or where consolidation is taking
place, investing both in performing and under-
performing companies, supporting buy-and-
build strategies, rapid growth, or businesses
undergoing significant operational or strategic
change. The sectors targeted by the Oakley
Funds have included, in particular, technology,
consumer and education. However, the Oakley
Funds’ sector focus is considered flexible
through time in order to remain responsive to
new or emerging opportunities.

Reinvestment
On any realisation of investments, the Company
may reinvest funds in any of the following ways:

• by way of commitment to successor funds,

or new funds with successor strategies such
as the Origin Fund, in each case managed
by OCML, the Luxembourg AIFM and/or
advised by the Investment Adviser or their
respective affiliates; or

• to a lesser extent, in direct investment

opportunities alongside the Oakley Funds
and/or successor funds provided by OCML
or (in the case of Luxembourg-based Funds)
the Luxembourg AIFM, or the AIFM of any
successor fund; or

• in cash deposits and cash equivalents.

Borrowing powers of the Company
The Company has the power to borrow money
in any manner. However, the Directors do not
intend to borrow more than 25% of the net
asset value of the Company determined at the
time of drawdown. The Company may utilise
leverage when deemed appropriate by the
Board. The Company may be required to use
its investments as security for any borrowings
which it puts in place.

As at 31 December 2020, the Company had no
outstanding borrowings, nor encumbrance on
any of its assets.

Changes to the investment policy
No material changes have been made to the
Company’s investment policy during the year.

Risk management
The Board has developed a set of risk
management policies, procedures
and controls, and has delegated the
monitoring, management and mitigation
of these principal risks to the Risk
Committee. The Risk Committee provides
feedback and oversight to the Board on a
regular basis. Refer to the Risk Committee
Report to the Board on page 65.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsSTATEMENT OF DIRECTORS‘ RESPONSIBILITIES

The Directors
are responsible
for preparing the
Annual Report
and Consolidated
Financial
Statements in
accordance with
applicable law
and regulations.

The Directors are responsible for preparing the
Annual Report and the Consolidated Financial
Statements in accordance with applicable law
and regulations.

Bermuda company law requires the Directors
to lay Financial Statements for each financial
year before the Members. The Directors
have prepared the Consolidated Financial
Statements in accordance with International
Financial Reporting Standards (‘IFRS’).
Consistent with the common law requirements
to exercise their fiduciary duties consistent
with their level of skills, the Directors will
not approve the Consolidated Financial
Statements unless they are satisfied that the
Consolidated Financial Statements present
fairly, in all material respects, the state of
affairs of the Company and of the profit or
loss of the Company for the year. In preparing
these Consolidated Financial Statements, the
Directors are required to:

• select suitable accounting policies and then

apply them consistently;

• make judgments and estimates that are

reasonable and prudent;

• state whether applicable accounting

standards have been followed subject to
any material departures disclosed and
explained in the Consolidated Financial
Statements;

• assess the Company’s ability to continue as
a going concern, disclosing as applicable,
matters related to going concern; and

• use the going concern basis of accounting
unless it is inappropriate to presume that the
Company will continue in business.

The Company’s Consolidated Financial
Statements are published on
www.oakleycapitalinvestments.com.

The responsibility for the maintenance and
integrity of the website has been delegated to
the Investment Adviser. The work carried out
by the Auditor does not involve consideration
of the maintenance and integrity of this
website and, accordingly, the Auditor accepts
no responsibility for any changes that have
occurred to the Consolidated Financial
Statements since they were published on
the website.

The Directors are responsible for ensuring that
(i) proper accounting records are kept which are
sufficient to show and explain the Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the Company, and (ii) that the Consolidated
Financial Statements comply with the Bermuda
Companies Act 1981 (as amended). They are
also responsible for safeguarding the assets of
the Company and hence for taking reasonable
steps for the prevention and detection of fraud
and other irregularities.

Responsibility statement of
the Directors in respect of the
Annual Report
Each of the Directors, whose names and
functions are listed in the Board of Directors
section of this report, confirms that, to the best
of his/her knowledge:

• the Annual Report includes a fair review
of the development and performance
of the business and the position of the
Company, together with a description of
the principal risks and uncertainties that
the Company faces;

• the Consolidated Financial Statements,

prepared in accordance with IFRS, present
fairly, in all material respects, the assets,
liabilities, financial position and profit or
loss of the Company and, taken as a whole,
are in compliance with the requirements set
out in the Bermuda Companies Act 1981
(as amended);

• the Annual Report includes a fair review
of the development and performance of
the business and position of the Company
and a description of the principal risks and
uncertainties the Company faces;

• the Investment Adviser’s report, together
with the Directors’ report and Chair’s
statement, include a fair review of the
information as required; and

• the Annual Report and Consolidated

Financial Statements, taken as a whole,
provide the information necessary to assess
the Company’s position and performance,
business model and strategy, and is fair,
balanced and understandable.

On behalf of the Board.

Caroline Foulger

Chair
10 March 2021

Strategic ReportOverviewGovernanceConsolidated Financial Statements56

CORPORATE
GOVERNANCE REPORT

The Board
recognises the
importance of
sound corporate
governance.

Caroline Foulger
Chair

Chair’s introduction to
Corporate Governance
Good corporate governance is a fundamental
component of the Company’s activities.

In addition to this provision, at least half the
Board, excluding the Chair, should be Non-
Executive Directors whom the Board considers
to be independent of the Oakley Group.

The primary function of the Board is to provide
leadership and strategic direction and it is
responsible for the overall management and
control of the Company.

It is through these functions that the Board
delivers long-term sustainable value and
responsible growth for its shareholders.

The Company voluntarily applies the FCA
Listing Rules where appropriate. Listing Rule
9.8.4C requires the Company to include
certain information in a single identifiable
section of this Annual Report or a cross-
reference table indicating where this
information is set out. The Directors confirm
that there are no disclosures to be made in this
regard, save that: (i) Peter Dubens has waived
his right to receive a Director’s fee; and (ii)
the Company has entered into an Operational
Services Agreement with the Administrative
Agent, Oakley Capital Manager Limited, which
is owned 100% by Peter Dubens, a Director of
the Company.

Statement of independence
The AIC Code recommends that the Chair
should be independent in character and
judgement and free from relationships or
circumstances that may affect or could appear
to affect his or her judgement.

Independence is determined by ensuring
that, apart from receiving their fees for
acting as Directors or owning shares,
Non-Executive Directors do not have any
other material relationships with, nor derive
additional remuneration from or as a result of
transactions with, the Company, its promoters,
its management or its partners, which in
the judgement of the Board may affect, or
could appear to affect the independence of
their judgement.

The Board
Caroline Foulger, Fiona Beck and Richard
Lightowler remain independent, as they are
free from any business or other relationship
that could materially interfere with their
exercise of judgement. Stewart Porter will
be independent in July 2021 on the third
anniversary of his retirement from the
Oakley Group.

Peter Dubens does not vote on matters in
respect of which he is deemed to have a
conflict of interest.

It is the Board’s responsibility to ensure that the
Company has a clear strategy and vision, and to
oversee the overall management and oversight
of the Company, and for its growing success.

In particular, the Board is responsible for
making investment decisions into Oakley
Funds and direct investments, monitoring
financial performance, setting and monitoring
the Company’s risk appetite and ensuring that
obligations to shareholders are understood
and met.

The Directors believe that the Board has an
appropriate balance of skills and experience,
independence and knowledge of the
Company to enable it to provide effective
strategic leadership and proper governance
of the Company.

Directors’ terms of appointment
The terms and conditions of appointment for
Non-Executive Directors are outlined in their
letters of appointment and are available for
inspection at the Company’s registered office
during normal business hours and at the AGM
for 15 minutes prior to and during the meeting.

In accordance with the Company’s bye-laws
and best practice, Directors put themselves
forward for annual re-election at every AGM.

The Board’s process for the appointment of
new Directors and proposed re-appointment
of existing Directors is conducted in a manner
which is transparent, engaged and open.
The Nomination Committee oversees the
nomination of Board members, as outlined in
the Committee’s report.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCORPORATE GOVERNANCE REPORT CONTINUED

The Board
has delegated
specific areas of
responsibility to
its Committees.

Board meetings
Director Board attendance is summarised as
part of the Nomination Committee report.

The principal matters reviewed and considered
by the Board during 2020 included:

• regular reports from the Investment

Adviser on the Oakley Funds;

•

increased frequency of update calls with
the Investment Adviser relating to portfolio
performance during the global pandemic;

• regular reports and updates from

the Investment Adviser on the direct
investments and debt facilities held by
the Company;

• regular reports from Investor Relations

and the Investment Broker;

• direct investment opportunities;

• reports and updates from the

Administrative Agent;

• consideration of the Company’s
share price and net asset value;

• regular reports from the
Board’s Committees;

• the Annual Report and Half-yearly Report;

• report from external remuneration

consultant to the Remuneration Committee;

• report from the external auditor; and

• corporate matters including dividend

policy and share buy-backs.

Board training
New Directors are provided with an
induction programme tailored to the
particular circumstances of the appointee
and which includes being briefed fully about
the Company by the Chair and Senior
Executives of the Investment Adviser. The
Board programme considers the training and
development needs of both the Board as a
whole and of individual Directors.

Information and support
The Board ensures it receives, in a timely
manner, information of an appropriate quality
to enable it to adequately discharge its
responsibilities. Papers are provided to the
Directors in advance of the relevant Board or
committee meeting to enable them to make
further enquiries about any matter prior to the
meeting, should they so wish. This also allows
the Directors who are unable to attend to
submit views in advance of the meeting.

The Board of Directors has regular access
to the Investment Adviser and Administrator
which supports open discussion at
Board meetings.

Reports from the Committees
of the Board
The Board has delegated specified areas of
responsibility to its Committees. The terms
of reference of all Committees are available
publicly on the Company’s website.

In practice, all Board members are eligible
to attend all Committee meetings, unless
specifically identified conflicts are deemed
to require otherwise.

The Board primarily assesses each
Committee’s performance by analysing output
against its terms of reference and its members’
attendance at Committee meetings.

AIC Code
The Board recognises the importance of
sound corporate governance and has chosen
to comply with the Association of Investment
Companies Code of Corporate Governance
(the ‘AIC Code’), as is appropriate for the
Company’s size and listing.

The AIC represents closed-ended investment
companies whose shares are traded on public
markets. The purpose of the AIC Code is to
provide a framework of best practice in respect
of the governance of investment companies.

The Board has considered the Principles and
Provisions of the AIC Code of Corporate
Governance, as last updated in February 2019.
The AIC Code addresses the Principles and
Provisions set out in the 2018 UK Corporate
Governance Code (the ‘UK Code’), as well as
setting out additional Principles on issues that
are of specific relevance to the Company.

The Board considers that reporting consistent
with the Principles of the AIC Code, which
has been endorsed by the Financial Reporting
Council, will provide more relevant information
to shareholders.

A copy of the AIC Code is available on the
AIC’s website at www.theaic.co.uk. It includes
an explanation of how the AIC Code adapts
the Principles and Provisions set out in the
UK Code to make them relevant for
investment companies.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCORPORATE GOVERNANCE REPORT CONTINUED

The Board has
maintained its
focus on the
governance
process to
preserve and
create value for
shareholders.

The Company has complied with all the
Principles and Provisions of the AIC Code and
the relevant provisions of the UK Code, except
as set out below:

• the UK Code includes provisions relating
to the need for an internal audit function.
The Board and Audit Committee continues
to consider the need for a dedicated
internal audit or assurance function as not
required for the Company, given the robust,
independent ongoing work conducted by
the Management Engagement Committee
in reviewing service providers’ performance,
internal controls and quality.

In the context of the business of the Company,
certain recommendations of the AIC Code
have not been deemed appropriate to its
governance framework, as explained below:

• the UK Code includes provisions relating

to the role of senior executive remuneration.
The Board continues to consider this provision
as not relevant to the Company as it does not
have any employees, with remuneration of
service providers being actively considered
and reviewed for appropriateness by the
Management Engagement Committee.
Risk management decisions are taken by
the Board and its Committees.

• AIC Provision 24: The Board has chosen
not to adopt a fixed policy on tenure of
the Chair. The tenure of the current Chair,
Caroline Foulger’s appointment has been
set to end and/or be considered for renewal
in September 2022. The Board recognises
the value of refreshing its membership
regularly, and has established fixed tenure
for all three independent Directors. The
Nomination Committee of the Board
prefers to retain the flexibility to assess
the balance of skills and experience of
the Board as a whole. Furthermore, given
the long-term nature of the Company’s
investments, the Directors consider that
maintaining a degree of continuity and a
long-term perspective at Board level can
be of particular value.

The Company’s compliance with the AIC Code
principles is summarised on the following pages.

The Corporate Governance Report has been
approved by the Board and is signed on its
behalf by:

Caroline Foulger

Chair
10 March 2021

Strategic ReportOverviewGovernanceConsolidated Financial Statements59

CORPORATE GOVERNANCE REPORT CONTINUED

Board leadership and purpose

Principle

Evidence of compliance

A
A successful Company is led by an effective
Board, whose role is to promote the long-term
sustainable success of the Company, generating
value for shareholders and contributing to
wider society.

B
The Board should establish the Company’s
purpose, values and strategy, and satisfy itself that
these and its culture are aligned. All Directors must
act with integrity, lead by example and promote
the desired culture.

Long-term sustainability of the financial prospects of the Company’s business model is considered as part of ongoing strategy discussions by the Board.

This is premised upon the repeatable success of the Oakley Funds, and therefore due diligence of the Investment Adviser’s processes and
performance continues to be considered by the Management Engagement Committee of the Board.

Risk appetite is monitored and maintained within Board-approved limits, preserving value and controlling for current and emerging risks.

The Company’s investment policy and objective is included as part of this Annual Report – refer to the inside front cover of this report and page 54.
Also see the Company’s business model and strategy on page 18.

The Board believes that its core strategy of investing in the Oakley Funds provides access to Oakley’s entrepreneurial values and willingness to embrace
complexity. The Oakley Funds provide access to investment opportunities at attractive entry multiples, consistent with the Company’s investment objectives.

Oakley summarises its values as:

CONNECTED: An established network of European entrepreneurs that identify opportunities and drive growth.

CREATIVE: The ability and experience to tackle complex transactions and unlock hidden pockets of value.

COLLABORATIVE: A culture of humility and openness and a commitment to long-term partnership.

The Board actively fosters and supports a culture that is open to new ideas, and is able to leverage the experience and expertise of its service providers.

The Company has enhanced dedication to its environmental, social and governance impacts on wider society during the year. The Company is working
closely with the Investment Adviser’s newly appointed Head of Sustainability as the ESG process is embedded throughout the investment cycle and has
added ESG process to its own portfolio monitoring and governance framework.

The Nomination Committee performs an annual effectiveness assessment of the Board, which includes testing of alignment with strategy, purpose and
values. Refer to the report by the Nomination Committee on page 68.

Oakley has the empathy to understand the challenges faced by entrepreneurial founders and management teams, and the experience to work closely
with them to provide solutions as they develop and grow their business.

C
The Board should ensure that the necessary
resources are in place for the Company to
meet its objectives and measure performance
against them. The Board should also establish
a framework of prudent and effective controls,
which enable risk to be assessed and managed.

Through the work of its regular Committee and Board meetings, the Board ensures frequent measurement against the Company’s objectives. The
adequacy, effectiveness and appropriateness of resources and controls are monitored and discussed regularly at Board meetings. The Directors’ Report
outlines the activities of the Board in more detail.

> The Management Engagement Committee assesses key service providers’ performance including expectations for effectiveness of its respective

control environments – refer to the Committee Report on page 69.

> The Audit Committee oversees the internal and financial control environment for adequacy and effectiveness – refer to the Committee Report on page 63.

> The Risk Committee establishes the Company’s risk framework in conjunction with Board-approved risk appetites. The risk framework is used to

monitor and measure established and emerging risks.

> The Nomination Committee aims to balance skills, experience and diversity of Board members and conducts, at least annually, a Board

effectiveness assessment.

> The Governance, Regulatory and Compliance Committee aims to assist the Board to fulfil its corporate governance and oversight responsibilities in

relation to the relevant codes, laws, regulations and policies impacting the Company.

The Company implements and strictly monitors its Conflicts of Interest Policy. There were no breaches of this policy in 2020.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCORPORATE GOVERNANCE REPORT CONTINUED

Principle

Evidence of compliance

D
In order for the Company to meet its
responsibilities to shareholders and stakeholders,
the Board should ensure effective engagement
with, and encourage participation from,
these parties.

The Board is committed to maintain the Company’s reputation for high standards of conduct and engagement with its shareholders and stakeholders –
refer to Section 172 reporting on page 51.

The Board remains committed to transparent reporting in all communications including in Annual and Half-year Reports, via the Company website,
and by means of annual shareholder meetings and Capital Markets Days.

Division of responsibilities

Principle

Evidence of compliance

F
The Chair leads the Board and is responsible for its
overall effectiveness in directing the Company. They
should demonstrate objective judgement throughout
their tenure and promote a culture of openness and
debate. In addition, the Chair facilitates constructive
Board relations and the effective contribution of all
Non-Executive Directors, and ensures that Directors
receive accurate, timely and clear information.

G
The Board should consist of an appropriate
combination of Directors (and, in particular,
independent Non-Executive Directors) such that
no one individual or small group of individuals
dominates the Board’s decision-making.

Caroline Foulger, as Chair, leads the Board of Directors with an open culture of demonstrative challenge, openness and accountability. She was
independent at appointment, and is considered by the Board to remain so for all intents, constructions and purposes, as assessed consistently with
the circumstances listed in AIC Provision 13.

The responsibilities of the Board are set out in the Company’s bye-laws, which are published on its website. All Committees’ terms of reference are
furthermore also published on the Company’s website.

The number of meetings of the Board and its Committees, and the individual attendance by Directors are reported on in the Nomination Committee’s
Report to the Board, which is included in this Annual Report.

Three of five Directors are considered independent (i.e. Caroline Foulger, Richard Lightowler and Fiona Beck). Stewart Porter will be considered
independent effective July 2021 following more than three years from his retirement from Oakley.

After Craig Bodenstab stepped down from the Board, Richard Lightowler was appointed as Senior Independent Director, securing an available path
of intermediation for shareholders and other Directors, whilst also acting as trusted adviser and sounding board to the Chair.

Peter Dubens is the Founder and Managing Partner of the Oakley Group, and hence not considered independent. The Company implements a strict
Conflicts of Interest Policy to mitigate any potential interference with Directors’ exercise of judgement.

The culture of open and honest communication and forthright discussion means no individual or small group of Board members dominates decision-making.

H
Non-Executive Directors should have sufficient time
to meet their Board responsibilities. They should
provide constructive challenge, strategic guidance,
offer specialist advice and hold third-party service
providers to account.

All Directors’ other commitments are monitored, reported, and publicly disclosed by RNS as appropriate. During 2020, demands on Directors’ time was
considered at all times prior to the approval of additional material mandates being approved by the Board.

Directors have regular direct access to both senior and junior level service provider staff. The Management Engagement Committee enforces and
supports continuous improvement both from a tactical service delivery and high-level strategic engagement perspective.

The Management Engagement Committee’s Report includes an assessment of the performance of the Oakley Group and other service providers for the year.
For 2020, the performance of significant service providers was deemed as strong. A review of administration services is scheduled for the first half of 2021.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCORPORATE GOVERNANCE REPORT CONTINUED

Principle

Evidence of compliance

I
The Board, supported by the Company Secretary,
should ensure that it has the policies, processes,
information, time and resources it needs in order
to function effectively and efficiently.

The Administrative Agent, Oakley Capital Manager Limited, also acts as Company Secretary and is based at the Company’s registered address
in Bermuda.

Board members have readily available access to senior staff at the Administrative Agent and Investment Adviser, enhancing information flow in support
of effective decision-making.

Directors and Committees of the Board have access to independent professional advice, at the Company’s expense, if deemed necessary and
appropriate. This is provided for in the terms of reference of each relevant Committee, available on the Company’s website.

The ultimate decision to invest, or take other investment decisions, sits with the Board. In the ordinary course, this is done after reviewing the
recommendations of the Investment Adviser.

Composition, succession and evaluation

Provision

Evidence of compliance

J
Appointments to the Board should be subject to a
formal, rigorous and transparent procedure, and
an effective succession plan should be maintained.
Both appointments and succession plans should
be based on merit and objective criteria and, within
this context, should promote diversity of gender,
social and ethnic backgrounds, cognitive and
personal strengths.

K
The Board and its Committees should have a
combination of skills, experience and knowledge.
Consideration should be given to the length of
service of the Board as a whole and membership
regularly refreshed.

L
Annual evaluation of the Board should consider
its composition, diversity and how effectively
members work together to achieve objectives.
Individual evaluation should demonstrate whether
each Director continues to contribute effectively.

The Nomination Committee completes a formal due diligence process on all appointments. Promotion of inclusiveness, diversity of gender and
professional backgrounds, as well as personal strengths are thoroughly incorporated in decision-making. The Board has achieved a 40%/60% gender
balance and aims to develop its ethnic diversity in the future.

The Board considers the current level of diversity of demographic, soft and hard skills, as well as balance of appropriate experience and tenure.

Each of the Directors retire and are subject to re-election at each AGM. Nomination decisions are taken by the Nomination Committee of the Board.

Refer to the Directors’ Report for the biography of each Director, page 46. Fiona Beck was appointed to the Board in September 2020, bringing a depth
of experience in leadership roles and telecoms industry expertise.

Caroline Foulger’s position as Chair is currently due to expire on 30 September 2022, approximately six years after her first appointment to the Board.
Due to the long-term nature of the Company’s investments in the Oakley Funds, continuity and succession planning are important considerations that
are considered and assessed by the Nomination Committee of the Board.

Board and Committee effectiveness is formally assessed at least annually.

The objective of Board diversity and inclusion is taken into account during the Board nomination and evaluation process.

The assessment for 2020 assessed the Board as a whole and each Director’s performance as strong.

Strategic ReportOverviewGovernanceConsolidated Financial Statements62

CORPORATE GOVERNANCE REPORT CONTINUED

Audit, risk and internal control

Principle

Evidence of compliance

M
The Board should establish formal and
transparent policies and procedures to ensure
the independence and effectiveness of external
audit functions and satisfy itself on the integrity of
financial and narrative statements.

N
The Board should present a fair, balanced and
understandable assessment of the Company’s
position and prospects.

O
The Board should establish procedures to manage
risk, oversee the internal control framework, and
determine the nature and extent of the principal
risks the Company is willing to take in order to
achieve its long-term strategic objectives.

The Audit Committee, consisting of three independent Directors considers the independence and effectiveness of the external auditors at least annually.
Given the size and composition of the Company’s Board, it has been deemed appropriate that the Chair is a member of the Audit Committee in order to
satisfy the requirement for the Committee to be made up of three independent Directors.

The Company rigorously follows policy and procedure to ensure effectiveness of external audit and integrity of Financial Statements and narrative
reporting. Refer to the Audit Committee Report on page 63.

The Company’s financial position and prospects is reviewed on an ongoing basis; refer to the viability statement on page 53. This includes assessment
and monitoring of emerging and principal risks relevant to the business model of the Company. The Annual and Half-year Report provides fair, balanced
and understandable commentary on the Company’s position and prospects.

The Risk Committee of the Board monitors risk against risk appetite, which is reassessed at least annually. The operational, financial and compliance
control framework of the Company is materially implemented by service providers. These are overseen by the Management Engagement Committee.
The Governance, Regulatory and Compliance Committee monitors and oversees implementation of compliance controls and compliance with relevant
laws and regulations. Refer to the respective Committee Reports.

Remuneration

Principle

Evidence of compliance

P
Remuneration policies and practices should
be designed to support strategy and promote
long-term sustainable success.

Q
A formal and transparent procedure for developing
remuneration policy should be established. No
Director should be involved in deciding their own
remuneration outcome.

R
Directors should exercise independent judgement
and discretion when authorising remuneration
outcomes, taking account of Company and
individual performance, and wider circumstances.

Directors of the Company, excluding Peter Dubens, are paid a fixed Director’s fee only. Peter Dubens does not receive a fee.

The Company has adopted a policy whereby independent Directors are required to hold shares in the Company to the value of one year’s fees within
three years of appointment.

The Remuneration Committee reviews market appropriateness and fairness of Director remuneration at least annually. During 2020, the Board, by means
of the Remuneration Committee, had an external remuneration consultant review and provided recommendations on Directors’ fees appropriate for the
Company’s circumstances. It was agreed to increase Directors’ fees as outlined on page 71.

Company performance, operating complexities, individual contribution and market circumstances are all considered by the Remuneration Committee.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsAUDIT COMMITTEE REPORT

The Board is
supported by the
Audit Committee,
which comprises
Richard Lightowler
as the Chair of
the Committee,
Fiona Beck and
Caroline Foulger.

Objectives for 2021
• Continued oversight of the investment valuation process and

Achievements in 2020
• Completion of a tender process for external audit services.

methodology to ensure that NAV is reported fairly.

• Concluded that the year-end valuations have been effectively

• Regular monitoring of impact of COVID-19 on portfolio

carried out, and that investments are fairly valued.

companies and NAV.

• Oversight and assessment of quality of external auditor.

• Work through the transition plan for Audit Engagement Partner.

• Continue to provide oversight of financial reporting, internal

controls and audit process.

• Active monitoring of impact of the COVID-19 pandemic on

portfolio companies and resultant effect on valuation process
and NAV estimates.

The principal role of the Audit Committee is
to consider the following matters and make
appropriate recommendations to the Board
to ensure that:

following the retirement of Laurence Blackall
at the May 2020 AGM. As at 8 March 2021, the
Audit Committee comprised Richard Lightowler
(Chair), Caroline Foulger and Fiona Beck.

• the integrity of financial reporting and the
Annual Report, taken as a whole, is fair,
balanced and understandable and provides
the information necessary for shareholders
to assess the Company’s performance,
business model and strategy;

• the independence, objectivity and

effectiveness of the appointed Auditor is
monitored and reviewed. The Committee
additionally reviews the Auditor’s
performance in terms of quality, control and
value and considers whether shareholders
would be better served by a change of
Auditor; and

• the internal control systems of the Company

are adequate and effective.

The Chair of the Audit Committee is appointed
by the Board of Directors. Richard Lightowler
was appointed as Audit Committee Chair

The Audit Committee met three times during
the year under review and has continued to
support the Board in fulfilling its oversight
responsibilities. The Audit Committee formally
reports to the Board on its proceedings after
each meeting on all matters within its duties
and responsibilities. Attendance is summarised
as part of the report by the Nomination
Committee of the Board.

Financial reporting
One of the most significant risks in the
Company’s accounts is the valuation of the
Oakley Funds and of the Company’s direct
debt and equity investments, specifically
whether those investments are fairly and
consistently valued. This issue is considered
carefully when the Audit Committee reviews
the Company’s Annual Report.

A key area of focus of the Committee is the
underlying business performance of the
Oakley Funds’ portfolio companies and the
methodologies and estimates used in their
valuation. This is also a key area of focus of
the Auditor.

The Board met regularly during the year outside
the normal Board cycle to receive updates from
the Investment Adviser on how the pandemic
was affecting portfolio companies, what
actions were being taken by those companies
and the resultant impacts on financial results,
prospects and therefore, valuations.

Valuations are produced by the Investment
Adviser and are independently reviewed by
a professional valuation firm who report on
their procedures and the conclusions of their
work. The Committee reviews and ensures
continued independence of the external
valuation firm. The Investment Adviser
provides detailed explanations of the
rationale for the valuation methodologies.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsAUDIT COMMITTEE REPORT CONTINUED

The Audit Committee concluded that the year-
end valuation process had been effectively
carried out and that the investments have been
fairly valued. It is noted that both the valuation
process and accounting principles applied
during the year were materially consistent with
previous years.

During the year, the Audit Committee reviewed
and approved the Company’s Half-year Report
and dividend declarations.

The Audit Committee approved the Annual
Report, confirming to the Board that financial
and narrative reporting are fair, balanced and
understandable, in compliance with the AIC
Code of Corporate Governance.

Audit: independence and objectivity
The Committee is responsible for overseeing
the relationship with the external Auditor
including (but not limited to): approval of
their remuneration; approval of their terms
of engagement; assessing annually their
independence and objectivity; monitoring
the Auditor’s compliance with relevant ethical
and professional guidance on the rotation of
audit partners and specialists; and assessing
annually their qualifications, expertise and
resources and the overall effectiveness of
the audit process.

KPMG Audit Limited (‘KPMG’ or the ‘Auditor’),
located in Hamilton, Bermuda, has been the
Company’s Auditor since 2007. The Audit
Committee reviews their performance annually.
The Audit Committee considers a range of
factors in determining the quality of the audit
firm including independence and objectivity,
quality of service, the Auditor’s specialist
expertise and the level of audit fee. Based on
the Company’s policy, the Auditor is required

to rotate the audit partner every five years.
The year ended 31 December 2020 is the
fourth year of the current audit partner’s
involvement leading the audit of the Company.

The Committee is satisfied that these
services do not impact Auditor independence
or otherwise impact the quality of the
external audit.

The Audit Committee undertook a tender
process early in 2020 for the 2021 external
audit. Three firms (including KPMG) were
invited to participate. From the initial
submissions received, the Committee
narrowed the candidates to two firms. This
process concluded in the retention of KPMG
as external auditor. Key to this decision was
KPMG’s effectiveness, strength of team and
strong controls in support of maintaining
independence. As a former partner of KPMG,
Richard Lightowler was not involved in this
tender process and did not assume the role of
Chair until the tender process was complete.

Any non-audit work carried out by the Auditor
must be approved in advance by the Audit
Committee. In deciding whether to engage the
Auditor for non-audit services the Committee
considers the impact on independence,
potential conflicts of interest, the nature of the
work being performed, the ability of the team
conducting the work and its relationship to the
audit team as well as the quantum of fees in
relation to the audit fee.

During the year, the Audit Committee
approved the following non-audit services
provided by KPMG:

Internal control and risk management
The Audit Committee considers the potential
need for an internal audit function on an
annual basis.

The Company engages service providers
to carry out all significant operating and
financial reporting activities. The Management
Engagement Committee monitors the
performance of all key service providers,
including a consideration of their internal
controls and compliance activities. The
Company receives direct reporting from
the service providers (including from their
compliance functions) on internal controls,
the identification of any weaknesses or
significant changes in process. This oversight
by the Management Engagement Committee
is considered adequately robust and
independent given the nature of operations
and obviates the need for an internal
audit function.

No material control weaknesses or any
suspicions of potential fraud were identified
by the Company. The Company and its
key service providers implement clear
whistle-blowing and anti-bribery and
corruption policies.

• assistance with the preparation of Bermuda
Economic Substance Declaration (‘ESD’)
filings; and

• regulatory and tax updates to the Board

of Directors.

On behalf of the Board.

Richard Lightowler

Chair of the Audit Committee

Strategic ReportOverviewGovernanceConsolidated Financial StatementsRISK COMMITTEE REPORT

The Board is
supported by the
Risk Committee,
which comprises
two Non-Executive
Directors. Richard
Lightowler is
the Chair of the
Committee and
Caroline Foulger
also serves on
the Committee.

Objectives for 2021
• Ensuring the risk incident report remains clear of any material risk

Achievements in 2020
• Risk incident report clear of any material risk events for the year.

events for the year.

• Appointed new Non-Executive Director to chair the

• Enabling increased efficiency in policy and process review and

Risk Committee.

transparency through the use of technology.

• Continuing to robustly and effectively challenge the portfolio

monitoring and reporting process.

• Improved the methodologies and processes used by the
Company for identifying, evaluating and monitoring risk.

• Further quantified and expanded risk appetite agreed with

the Board.

Effective identification, management and
mitigation of risks is central to the Company
achieving its strategic objectives. The Board
develops and maintains the Company’s
risk management strategy, and performs
oversight of its implementation. Responsibility
for implementation of the risk management
appetite, strategy, monitoring and reporting is
delegated to the Risk Committee.

The Risk Committee has oversight of the
Company’s risk management process
including managing risk tolerances.
The Committee is responsible for ensuring
the effective application of risk management
in the operations of the Company.

The Risk Committee acts separately from
the function of portfolio management and
is comprised of Non-Executive Directors,
with support from resources independent
of the Investment Adviser. The Chair of the
Risk Committee is appointed by the Board
of Directors. The role and responsibility of
the Chair of the Risk Committee is to set the
agenda for meetings of the Risk Committee
and, in doing so, take responsibility for
ensuring that the Risk Committee fulfils its
duties under its terms of reference.

As at 8 March 2021, the Risk Committee
comprised Richard Lightowler (Chair) and
Caroline Foulger.

The Risk Committee met four times during
the year under review and has continued
to support the Board in its oversight,
monitoring and mitigation of emerging
and principal risks.

The principal risks and uncertainties faced
by the Company are described below. Note
5 to the Consolidated Financial Statements
provides detailed explanations of the risks
associated with the Company’s investments.

On behalf of the Board.

Richard Lightowler

Chair of the Risk Committee

Strategic ReportOverviewGovernanceConsolidated Financial StatementsPRINCIPAL RISKS AND UNCERTAINTIES

During the year under review, the Risk Committee has continued to identify, assess, monitor and manage risks within the Company, including those that would impact its future performance,
solvency, liquidity or reputation. This review includes the monitoring of risk exposure compared with the risk appetite established by the Board.

Key risks and uncertainties of the Company are assessed on a scale, considering their impact and likelihood. The Committee monitors detailed and, wherever possible, quantifiable indicators of the
Company’s exposure to risk, segmented into five core categories, summarised below. During 2020, regular consideration was given to the impact COVID-19 had in each of the five categories of risk.

Principal risks
Financial performance

Risks and uncertainties

Impact

Mitigation

The Company’s investment activities
expose it to a variety of financial risks
that include credit, liquidity, interest
rate, currency and valuation risk. Further
details are disclosed in Note 5 to the
Consolidated Financial Statements.

The main driver of the Company’s
performance is the valuation of the
underlying portfolio companies held by
the Oakley Funds as well as its direct
investments. The Risk Committee
monitors the movements in the valuations
of the underlying portfolio on a quarterly
basis and challenges movements which
differ from expectations. Material
changes in valuations have a significant
impact on performance.

During the year, the Board regularly considered the impact of COVID-19 on valuations. Specifically, this included
monitoring the impact on operating and financial performance of portfolio companies. This was achieved through
regular update calls, materials and discussions with the Investment Adviser.

The credit risk of lending to the Oakley Funds or direct debt investments in portfolio companies is considered on a
case-by-case and aggregate basis by the Board and Risk Committee. Direct credit investments were substantially
reduced during 2020, as part of a continued strategy towards a clear focus on Fund investments.

The Company holds investments in portfolio companies located outside the UK, notably Western Europe, which are
valued in non-GBP currencies. The Company may hedge the foreign exchange exposure to any non-GBP investments
as deemed appropriate by the Board from time to time. The Risk Committee considers potential hedging strategies
for recommendation to the Board, and has to date recommended not to hedge any currency risk aside from keeping
a nominal amount of cash holding in GBP for servicing ~three years’ operating expenses.

Company performance

Risks and uncertainties

Impact

Mitigation

The Risk Committee monitors and
manages a Board-set appetite on
Company performance with a clear
focus on stakeholder interests as
measured by share price. Shareholder
return, NAV return, share price discount
to NAV and dividend yield are all actively
monitored and actions recommended
for Board approval as deemed
appropriate.

The Company considers the most
impactful drivers of its performance
to be the pipeline of Fund investments
available for investment, relative to
liquid cash positions, and underlying
portfolio Company performance in the
Fund investments.

Reputational risk, sustainability
considerations and dividend policy
are also factored into performance
management.

Consistent with guidelines and tolerances set by the Board, the Committee considers potential corrective action within
its control, in the event of tolerances being exceeded.

The availability of investment pipeline, i.e. future Oakley Fund investment opportunities, are considered in tandem with
the opportunity cost of potential cash drag relative to liquidity risk. Dividend policy and share buy-back programmes
are also considered in tandem with liquidity risk.

The Committee specifically introduced dedicated monitoring of ESG risks during 2020.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsPRINCIPAL RISKS AND UNCERTAINTIES CONTINUED

Operational risk

Risks and uncertainties

(i) Outsourcing
The Company relies heavily upon the
services provided by contracted third-party
advisers. The valuation of the underlying
portfolio companies, cyber security,
data management, accounting records
and maintenance of regulatory and legal
requirements, depend on the effective
operation of key service providers.

(ii) Governance
The effective operation of the Board,
including its composition and skills
mix, is key to the continued success of
the Company and is monitored by the
Risk Committee and overseen by the
Nomination Committee of the Board.

Regulatory risk

Risks and uncertainties

Impact

Mitigation

(i) Outsourcing
Significant disruption of service
providers could have adverse impacts
on timing and quality of financial
reporting and safeguarding of assets.

(i) Outsourcing
Through the Management Engagement Committee, regular reviews of the performance of service providers (including
the Administrative Agent and Investment Adviser) are conducted. The performance assessment considers cost,
efficiency, internal controls, performance, key person risk and compliance with the terms of arrangements. The results
of these reviews are shared with the Board and monitored by the Risk Committee as part of the appetite.

COVID-19 had limited impact on operational risk. All service providers were able to quickly and effectively move
to remote working without disruption to operations.

(ii) Governance
Strong governance is recognised
as a key performance measure and
is embedded in all activities of the
Company. Good governance has a
positive impact on performance.

(ii) Governance
The Company has a clear commitment to governance with tone set by the Board. The Nomination Committee is responsible
for selection of Directors and evaluation of the Board and individual Directors annually. The Company implements strict
policies to track, monitor and mitigate conflicts of interest on both an individual and transactional basis.

The Risk Committee maintains a register of potential conflicts of interest for appropriate mitigation in the event
of perceived conflicts, and ensures appropriate implementation of necessary protocol when decisions are taken.

Impact

Mitigation

Changes in legislation, regulation and/
or government policy could significantly
impact the Company’s performance.

Cost and resourcing implications of new
and/or changing regulation can result in
material impacts to the Company.

The Governance, Regulatory and Compliance Committee tracks and reports on emerging regulatory, tax and legal
developments potentially impacting the Company. These are monitored within the Company’s risk framework. The
Committee receives regular reporting and input from the Company’s legal counsel (both UK and Bermuda), financial
adviser, and internal compliance team.

Compliance failures can further result in
penalties, censure or reputational damage.

Liquidity risk

Risks and uncertainties

Impact

Mitigation

As the Company invests in illiquid
private equity closed-ended funds
and direct private debt and equity
investments, forecasting cash flows is
a key component in managing liquidity
risk. These cash flow forecasts include
significant estimates as to timing and
quantum of cash inflows and outflows.

The ability to meet ongoing operational
liquidity needs and capital calls related
to Fund commitments is of the highest
priority for the Company. The level
of new Fund commitment is driven
off longer-term future Fund cash flow
projections, which are considered within
a range of probabilities.

To manage this uncertainty, the Company maintains a level of liquidity to enable it, based on these estimates, to meet its
capital commitments to the Oakley Funds as well as being able to participate in any other potential investments made by
Oakley throughout the investment and realisation cycle. Cash flow models are reviewed at least quarterly to manage cash
throughout the investment cycle. This enables the Company to fulfil its commitments as they fall due, manage longer-term
commitments and actively manage liquid cash resources.

The Risk Committee actively monitors future cash flow forecasts with a focus on understanding key assumptions and
estimates, and maintenance of liquidity within established risk tolerances.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOMINATION COMMITTEE REPORT

The Board is
supported by
the Nomination
Committee, which
comprises three
Non-Executive
Directors.
Caroline Foulger
is the Chair of the
Committee, with
Richard Lightowler
and Fiona Beck
also serving.

Objectives for 2021
• Continuing to oversee appointments and reappointments

to the Board of Directors; and

• Continuing to assess and oversee Board effectiveness.

Achievements in 2020
• Appointed one new Bermuda-based Non-Executive Director to
join the Board, strengthening the balance of skills and providing
further succession planning options;

• Enhanced the Board Effectiveness Review process; and

• Continued effective Board management.

The purpose of the Committee is to provide
effective operation of the Board and to oversee
appointments and reappointments to the Board.

The Committee oversees the process of
nomination and appointment of new Directors.
In summary, the process includes, but is not
limited to:

• reviewing the succession plans and needs
for the Chair of the Board and Directors;

• seeking the best available candidates

considering specific criteria determined
by the Board;

• agreeing a short-list of candidates,

considering the views of the Company’s
professional advisers; and

• conducting interviews both individually
and inclusive of the Board as a whole.

Members of the Committee vote on the election
of new candidates, following which appointment
is recommended to the full Board. The Board
considers diversity when making a new
appointment and seeks to get a unanimous vote
on the appointment of the proposed candidate.

As at 8 March 2021, the Nomination Committee
comprised Caroline Foulger (Chair), Fiona Beck
and Richard Lightowler. Caroline, as Chair of the
Board, cannot vote on her own appointment. The
Company does not have a formal policy of tenure
in place but assesses each Director’s role on
an individual basis based on their performance.
In its review of the effectiveness of the Board,

Number of meetings attended / eligible to attend:

the Committee monitors Board and Committee
meeting attendance. See the Governance,
Regulatory and Compliance Committee Report
for details of the Diversity and Inclusion policy.

During 2020, Laurence Blackall retired and
Craig Bodenstab resigned from the Board in May
and June respectively. Fiona Beck was appointed
as an independent Non-Executive Director
in September.

On behalf of the Board.

Caroline Foulger

Chair of the Nomination Committee

Director

Caroline Foulger

Craig Bodenstab (resigned June 2020)

Laurence Blackall (retired May 2020)

Stewart Porter

Fiona Beck (appointed September 2020)

Peter Dubens (or David Till as alternate)

Richard Lightowler (appointed in December 2019)

Board
Meetings

Audit
Committee

Risk
Committee

Management
Engagement
Committee

Governance,
Regulatory and
Compliance Committee

Nomination
Committee

Remuneration
Committee

10/10

6/6

4/4

10/10

2/2

10/10

3/3

1/1

3/3

1/1

3/3

4/4

2/2

1/1

4/4

1/1

4/4

2/2

1/1

0/0

2/2

1/1

2/2

4/4

2/2

1/1

4/4

1/1

4/4

1/1

0/0

1/1

0/0

1/1

3/3

2/2

1/1

3/3

1/1

3/3

Strategic ReportOverviewGovernanceConsolidated Financial StatementsMANAGEMENT ENGAGEMENT COMMITTEE REPORT

The Board is
supported by
the Management
Engagement
Committee, which
comprises two
Non-Executive
Directors. Caroline
Foulger chairs the
Committee, and
Richard Lightowler
also serves on the
Committee.

Objectives for 2021
• Continuing to monitor the remuneration, performance and

compliance with respective agreements of key service providers.

• Continued enhancement of ongoing monitoring and reporting
of key service provider control environment and performance.

Achievements in 2020
• Assessment of the remuneration, contractual arrangements and
performance of the Administrative Agent, Investment Adviser,
Broker and Financial Adviser.

• Review of all fees and expenses related to key material

service providers.

• Renegotiated direct investment performance and operational

service fees.

We are pleased to report on the matters which
the Management Engagement Committee
has considered.

Investment Adviser and
Administrative Agent

The purpose of the Committee is to review on
a regular basis the appointment, remuneration
and performance of the key service providers
to the Company, with a key focus on the
Investment Adviser and Administrative Agent.

The Committee is focused on quality and value in
the services obtained, and monitors this by means
of oversight of performance, assessments of
internal controls and exception reporting.

The Chair of the Management Engagement
Committee is appointed by the Board of Directors.

The Management Engagement Committee
met three times during the year. The
Committee formally reports to the Board on
its proceedings on all matters within its duties
and responsibilities. Attendance is summarised
as part of the report by the Nomination
Committee of the Board.

The Management Engagement Committee
reviewed the performance and compliance with
agreements of both the Administrative Agent and
Investment Adviser in 2020.

Factors addressed by the Committee during
the year include:

• Marketing and investor relations

performance – ongoing oversight of investor
relations. Noting enhanced shareholder
engagement during the year despite limited
ability to engage in person.

• Remuneration: The Company renegotiated
management and performance fees on
direct investments to better align with
market practice (see Directors’ Report for
further detail).

• Compliance with contractual arrangements
and duties, including an assessment of the
internal control environment.

• ESG and diversity considerations were

flagged to service providers as high priorities
of the Board in its review.

It is the opinion of the Directors that the
continuing appointment of the Administrative
Agent and the Investment Adviser on the terms
agreed is in the interests of its shareholders as
a whole. Through the work of the Management
Engagement Committee of the Board, the
proven strong performance delivery from these
service providers was noted, with no material
deficiencies in delivery against agreed terms.

Other key service providers
In most instances, relationships with key
third-party service providers are managed
by employees of the Investment Adviser and
Administrative Agent on behalf of the Company.
The Broker and Financial Adviser were specifically
assessed by the Committee during 2020.

Both the Committee and Board reviewed vendor-
specific expenses during the year, and regularly
had discussions regarding the performance of
providers of legal, financial advisory, brokerage,
communications and administration services.

On behalf of the Board.

Caroline Foulger

Chair of the Management
Engagement Committee

Strategic ReportOverviewGovernanceConsolidated Financial StatementsGOVERNANCE, REGULATORY
AND COMPLIANCE COMMITTEE REPORT

The Board is
supported by
the Governance,
Regulatory and
Compliance
Committee, which
comprises two Non-
Executive Directors.
During 2020,
Stewart Porter
chaired the
Committee. From
November 2020,
Fiona Beck is
the Chair of the
Committee with
Stewart Porter
remaining on
the Committee.

Objectives for 2021
• Continuing to develop and oversee the framework for

Achievements in 2020
• Conducted bespoke training for Directors on relevant laws

Board training.

and regulations.

• Continued regular updates on regulatory and compliance matters.

• Detailed monitoring of ongoing obligations and

• Ensuring the Board remains fully informed of upcoming changes

Director responsibilities.

in regulation, governance and compliance requirements.

• Solidified OCI’s compliance with the new Bermuda Economic

Substance Act.

The Board is pleased to report on the range
of matters which the Governance, Regulatory
and Compliance Committee has considered
during 2020.

The purpose of the Committee is to assist
the Board to fulfil its corporate governance
and oversight responsibilities in relation to the
relevant codes, laws, regulations and policies
impacting the Company.

Key responsibilities include:

• Evaluate and monitor the Company’s

compliance with relevant codes, laws,
regulations and external policies.

• Monitor new governance, legal, regulatory
and compliance standards and ensure that
plans are put in place and implemented to
ensure the Company’s readiness.

• Oversee the framework for Board training.

The Chair of the Governance, Regulatory and
Compliance Committee is appointed by the
Board of Directors.

The Governance, Regulatory and Compliance
Committee met four times during the year. The
Committee formally reports to the Board on all
matters within its delegated responsibilities.

Attendance is encouraged for all Board
members, as it serves as a forum for regulatory
awareness and training. Director attendance
is summarised as part of the report by the
Nomination Committee of the Board.

Governance
The Committee considered the 42 provisions
and 18 principles of the AIC Code of Corporate
Governance, as updated in February 2019.

Compliance with and exceptions to the AIC
Code were reported to the Board, and are
presented in summary as part of the Corporate
Governance Statement of this report.

Diversity and inclusion
The Company recognises the benefits that
diversity can bring to its Board, and places
great importance on ensuring that Board
membership reflects this. The Board believes that
a wide range of experience, age, background,
perspectives, skills and knowledge allows
Directors to share varying perspectives and
insights, helping to create an environment of
effective decision-making.

Additionally, the Board recognises the
importance of leading by example on and
encouraging Board diversity as it relates not
only to Oakley, but also to the composition
of Oakley portfolio company boards and
leadership teams.

Regulatory and compliance
2020 saw the first reporting cycle of new
Economic Substance regulations in Bermuda,
with the Company compliant. In addition, the
Administrative Agent, Oakley Capital Manager
Limited, underwent a supervisory review as
a regulated Investment Business in Bermuda
under the Bermuda Monetary Authority. This
serves as testament to the effectiveness of
additional levels of oversight and robustness
in the compliance control environment of the
Company’s key service providers.

Compliance with relevant London Stock
Exchange and Bermuda law continuing
obligations is monitored on an ongoing basis.

On behalf of the Board.

Fiona Beck

The Board supports the Investment Adviser’s
endeavours in relation to diversity and inclusion.

Chair of the Governance, Regulatory
and Compliance Committee

Strategic ReportOverviewGovernanceConsolidated Financial StatementsREMUNERATION COMMITTEE REPORT

The Board is
supported by
the Remuneration
Committee, which
comprises three
Non-Executive
Directors. Craig
Bodenstab served
as Committee Chair
until his resignation
in June 2020.
Caroline Foulger
is the Chair of the
Committee, with
Fiona Beck and
Richard Lightowler
also serving on
the Committee.

Objectives for 2021
• Continuing to assess and determine Directors’ remuneration,

Achievements in 2020
• External remuneration consultant review, benchmarking

ensuring no single Director determines their own remuneration.

and revision of Directors’ fees.

As the Company has no direct employees,
the purpose of the Committee is to determine
or (as applicable) make recommendations
regarding the remuneration of Directors of the
Company, whilst ensuring no single Director
determines their own remuneration.

The Committee commissioned an independent
external remuneration consultant, early in 2020,
in order to assess, benchmark and recommend
appropriate levels of Director remuneration.
The consultant, Trust Associates Limited,
has no connection with the Company or
individual Directors.

The active nature of the Board, and the way the
Board works collectively sharing responsibility,
particular challenges of attracting high-calibre
Bermuda-based Directors, long-term continuity
in Board membership and the absence of
additional Committee Chair
fees were all considered as part of the
remuneration assessment.

Based upon the recommendations and
feedback from the consultant, Director
remuneration was increased from £50,000
to £90,000 per annum for Non-Executive
Directors and from £65,000 to £100,000
per annum for the Chair, applicable to 2020
and 2021. Peter Dubens continues to serve
without a fee.

The Chair of the Remuneration Committee is
appointed by the Board of Directors and in the
current scenario where Caroline Foulger chairs
the Committee, she explicitly does not vote on
or determine her own remuneration.

On behalf of the Board.

Caroline Foulger

Chair of the Remuneration Committee

Strategic ReportOverviewGovernanceConsolidated Financial StatementsDIRECTORS‘ REMUNERATION REPORT

Directors are
remunerated in the
form of fixed fees.

Directors’ interests in shares
of the Company
The Board has put in place a policy whereby
each Director is required to buy and hold
sufficient publicly-traded stock in the
Company to represent a minimum of one year’s
remuneration. Any newly appointed Director
is required to purchase stock to that level
within a reasonable amount of time (less than
three years) from the date of appointment. All
Directors are in compliance with the policy. As
at 8 March 2021, Directors who are beneficial
owners of shares in the Company are:

Director

8 March
2021

19 March
2020

Caroline Foulger

122,000

Peter Dubens

18,083,631

17,595,827

Stewart Porter

45,216

Richard Lightowler

130,000

Fiona Beck

22,000

Save as disclosed above, none of the Directors
nor any member of their respective immediate
families has any interest whether beneficial
or non-beneficial in the share capital of
the Company.

Remuneration report
The Non-Executive Directors who served
in the period from 1 January 2020 to
31 December 2020 received the fees detailed
in the table below. Directors are remunerated
in the form of fixed fees, payable twice
annually in advance (typically in January and
July of each year), to the Director personally.
No fees are paid for attending meetings or
chairing Board committees.

Director

2020 Fees
(£)

2019 Fees
(£)

Caroline Foulger

100,000

65,000

Peter Dubens1

Laurence Blackall2

27,500

50,000

Stewart Porter

90,000

50,000

Craig Bodenstab3

Richard Lightowler4

Fiona Beck5

45,000

90,000

22,500

23,315

The table above details the Director’s fee
paid to each Director of the Company for
the years ended 31 December 2019 and
31 December 2020.

There are no long-term incentive schemes
provided by the Company and no performance
fees are paid to Directors.

No Director has a service contract with the
Company and each Director is appointed by
a letter of appointment setting out the terms
of their appointment. Directors are elected by
shareholders at the AGM.

1 Peter Dubens serves without a fee.

2 Laurence Blackall retired in May 2020.

3 Craig Bodenstab resigned in June 2020.

4 Richard Lightowler was appointed in December 2019.

5 Fiona Beck was appointed in September 2020.

Strategic ReportOverviewGovernanceConsolidated Financial Statements73

ALTERNATIVE INVESTMENT FUND MANAGERS‘ DIRECTIVE

The Company
maintains an
adequate level of
liquidity to ensure it
can meet its capital
commitments.

Status and legal form
The Company is a self-managed non-
UK Alternative Investment Fund (‘AIF’). It
is a closed-ended investment Company
incorporated in Bermuda and its ordinary
shares are traded on the Specialist Fund
Segment (‘SFS’) of the London Stock
Exchange’s Main Market. The Company’s
registered office is 3rd Floor, Mintflower Place,
8 Par-la-Ville Road, Hamilton HM08, Bermuda.

Investment policy
For details of the investment policy refer
to page 54.

Liquidity management
As the Company is a self-managed non-UK
AIF, it is not required to comply with Chapter
3.6 of the Investment Funds sourcebook of the
Financial Conduct Authority (FUND) in relation
to liquidity management.

The Company maintains an adequate level of
liquidity to ensure that it can meet its capital
commitments to the Oakley Funds throughout
the investment-realisation cycle. Cash flow
modelling is performed regularly to enable the
Company to manage its liquid resources and
to ensure it has the ability to pay commitments
as they fall due, whilst also endeavouring to
manage any surplus cash.

Fees, charges and expenses
For details of the fees payable by the
Company, refer to Note 15 of the Notes
to the Consolidated Financial Statements.

Fair treatment of shareholders
and preferential treatment
The Company will treat all of the Company’s
investors fairly and will not allow any investor
to obtain preferential treatment, unless such
treatment is appropriately disclosed. No
investor currently obtains preferential treatment
or the right to obtain preferential treatment.

Remuneration disclosure
The total amount of remuneration paid by
the Company to its Directors during the year
ended 31 December 2020 was £375,000.
This comprised solely of fixed remuneration;
no variable remuneration was paid. Fixed
remuneration was composed of agreed fixed
fees. There were six beneficiaries of this
remuneration, including two Directors who
retired/resigned from the Board during 2020.

Strategic ReportOverviewGovernanceConsolidated Financial Statements
74

SHAREHOLDER INFORMATION

Investors wishing
to purchase or
sell shares in the
Company may
do so through
a stockbroker,
financial adviser,
bank or share-
dealing platforms.

Financial calendar
The announcement and publication of the
Company’s results is expected in the months
shown below:

January

March

April

July

Trading update for the
year announced

Final results for the year announced,
Annual Report published

Payment of final dividend

Interim trading update announced

September

Interim results announced,
Interim Report published

October

Payment of interim dividend

Dividend
The final dividend proposed in respect of the
year ended 31 December 2020 is 2.25 pence
per share.

Ex-dividend date (date from
which shares are transferred
without dividend)

Record date (last date for
registering transfers to
receive the dividend)

25 March 2021

26 March 2021

Dividend payment date

15 April 2021

Share dealing
Investors wishing to purchase or sell
shares in the Company may do so through
a stockbroker, financial adviser, bank or
share-dealing platforms.

To purchase this investment, you must have
read the Key Information Document (‘KID’)
before the trade can be executed. This is
available on the Company’s website at: https://
oakleycapitalinvestments.com/wp-content/
uploads/2020/12/2020-OCI-KID-Document.pdf

If you are proposing to use Computershare
Investor Services PLC to purchase shares,
please contact them directly and they will
provide you with the KID either by email
or post.

You can contact them on +44 370 703 0084.

Important information
Past performance is not a reliable indicator
of future results. The value of OCI shares can
fall as well as rise and you may get back less
than you invested when you decide to sell
your shares.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsWHY INVEST IN LISTED PRIVATE EQUITY?

Private equity
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Private equity targets investments in privately
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private equity funds are not accessible to most
private investors, one attractive alternative is
buying shares in listed investment companies
that provide access to these funds and the
performance of the private companies they back.

A bigger pond and superior
performance
The number of public companies in North
America and Europe is decreasing by just
over 2% per annum, reflecting a simultaneous
decline in IPOs and an increase in delistings
and take-private transactions. In contrast,
private equity continues to grow in scale and
sophistication, with the industry reaching
$4.5 trillion in global assets under management
at the end of the first half of 2020.1 This has
resulted in the number of private equity-backed
companies increasing by over 8% per annum, a
trend that looks set to continue as businesses
favour access to abundant levels of capital and
expertise to drive long-term growth, without the
distractions of public ownership.2

Global private equity has achieved consistently
strong returns throughout the past decade
and has continued to outperform during the
COVID-19 pandemic, as the asset class’s
long-term investment horizon is well placed
to weather short-term disruption. The sector
benefits from portfolio diversity and reduced
volatility through exposure to a range of fast-
growing companies, often in sectors that are
harder to access through public markets. As a
result, the global private equity benchmark has
consistently outperformed the FTSE all-share
index during the past ten years, with both
revenue and profit growth consistently superior
to listed companies globally.

Democratising access to private
equity returns
Due to the investment ticket size and the
conventional ten-year term of commitment
required, typical private equity fund investors
are large institutions such as pension funds,
insurance companies or sovereign wealth
funds. For most retail investors, private equity
funds are unattainable.

Listed private equity offers a solution to these
barriers. Private equity investment trusts are
publicly listed companies that commit capital
to private equity funds. Investors can buy
and sell shares as with any public company,
reducing the minimum level of investment
required to the price of one share. This
increases liquidity for the fund, whilst allowing
retail investors to benefit from superior returns.

A hands-on approach
Private equity investment isn’t solely about
access to capital. It also allows high-quality
private companies to benefit from private
equity managers’ operational professionals,
who bring deep sector expertise and engage
with companies on a daily basis. They may
hold seats on boards, enabling them to embed
deeply within organisations and directly oversee
the enhancement of a company’s value.

Management fees reflect the value of this
active approach, meaning that they are
typically higher than those of a public equity
fund. However, the benefits of an engaged,
experienced manager are manifested in the
Fund’s returns. When selecting a manager,
therefore, it is important to choose one that
has a strong track record.

Oakley Capital Investments has been listed
since 2007 and provides access to Oakley
Capital’s proven record of sourcing high-
quality, diversified investments; supporting
their growth through active management;
and selling them at attractive multiples. The
companies Oakley backs, typically enjoy
a set of key characteristics: market leader
in their chosen niche; stable, recurring
revenue streams; diversified customer bases;
opportunities to expand service proposition;
and scope for mergers and acquisitions. The
result for shareholders is access to a globally
diversified, carefully selected portfolio which
provides market-leading returns.

1 Source: Prequin.

2 Source: Pitchbook.

Strategic ReportOverviewGovernanceConsolidated Financial Statements76

Consolidated
Financial
Statements

Strategic ReportOverviewGovernanceConsolidated Financial Statements77

78 Independent Auditor’s Report

83 Consolidated statement of comprehensive income

84 Consolidated balance sheet

85 Consolidated statement of changes in equity

86 Consolidated statement of cash flows

87 Notes to the Consolidated Financial Statements

115 Directors and advisers

116 Glossary

Strategic ReportOverviewGovernanceConsolidated Financial StatementsINDEPENDENT AUDITOR’S REPORT

To the Shareholders and Board of Directors of Oakley Capital Investments Limited

Opinion
We have audited the Consolidated Financial Statements of Oakley Capital Investments Limited and its subsidiary (the “Company”), which comprise
the consolidated balance sheet as at 31 December 2020 and the consolidated statements of comprehensive income, changes in equity and cash
flows for the year then ended, and Notes, comprising significant accounting policies and other explanatory information.

In our opinion, the accompanying Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position
of the Company as at 31 December 2020 and its consolidated financial performance and its consolidated cash flows for the year then ended
in accordance with International Financial Reporting Standards (IFRS).

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of the Consolidated Financial Statements section of our report. We are independent of the
Company in accordance with International Ethics Standards Board for Accountants International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the
Consolidated Financial Statements in Bermuda and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial
Statements of the current period. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsINDEPENDENT AUDITOR’S REPORT CONTINUED

The key audit matter

How the matter was addressed in our audit

Valuation of the Funds
As discussed in the Audit Committee report on page 63, the
accounting policies on pages 89 to 92 and in Notes 6 and 8 to
the Consolidated Financial Statements on pages 98 to 105, the
Company holds investments in private equity partnerships (the
“Funds”) at 31 December 2020 of £354.7 million, where quoted
prices do not exist. The Funds are carried at their estimated fair
values based upon the principles of the International Private
Equity and Venture Capital Association (“IPEV”) valuation
guidelines and IFRS 13.

The valuation of the Funds held in the Company’s investment
portfolio is the key driver of its net asset value and total return
to shareholders.

The Funds hold equity investments in unquoted portfolio
companies. The valuations of these portfolio companies are
complex and require the application of judgment by Oakley
Capital Limited (the “Investment Adviser”).

The fair values of these portfolio companies are principally
based upon the market approach, which estimates the
enterprise value of the portfolio company using a comparable
multiple of revenues or EBITDA, information from recent
comparable transactions, or the underlying net asset value.

The risk
The significance of the Funds to the Company’s Consolidated
Financial Statements, combined with the judgment required
in estimating their fair values means this was an area of focus
during our audit.

We obtained management’s schedule of investments comprising the fair value of the
Company’s investments in the Funds and performed the following procedures:

• Compared the Company’s valuations to the audited financial statements of the Funds

as at 31 December 2020;

•

Inspected the components of the Funds’ net assets to confirm the reported net asset values
in the Funds’ audited financial statements were representative of fair value under IFRS;

Inspected the disclosures made about the Funds in the Notes to the Consolidated
Financial Statements for compliance with IFRS; and

• Monitored any events that emerged in the post balance sheet period (up to the date of
signing the Company’s Consolidated Financial Statements) that would have a potential
impact on the value of the Funds held at the year-end.

Through our involvement in the Funds’ audit engagements, we selected all unquoted equity
investments held indirectly through the Company’s investments in the Funds and performed
the following audit procedures:

• Obtained the Investment Adviser’s models for valuing the unquoted equity investments;

• Obtained independent confirmations of the existence and accuracy of the unquoted

equity investments;

• Determined that the valuation specialists engaged by the Investment Adviser are qualified

and independent of the Funds;

• Challenged the Investment Adviser on the methodologies followed and key assumptions
used in determining the valuations of the unquoted equity investments in the context of
the IPEV valuation guidelines;

• Obtained management information, including budgets and forecasts for revenues and

EBITDA and actual net debt amounts at the balance sheet date, which are the key inputs
used in the valuation models by the Investment Adviser and compared this information
to that used in the models;

•

Independently sourced multiples for comparable companies used by the Investment
Adviser, considered whether those companies are comparable to the investee and
compared them to the multiples used in the valuations;

• Recalculated the mathematical accuracy of the valuation models; and

• Monitored any events that emerged in the post balance sheet period (up to the date of

signing each Fund’s financial statements) that would have a potential impact on the value
of the unquoted equity investments held at the year-end.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsINDEPENDENT AUDITOR’S REPORT CONTINUED

The key audit matter

How the matter was addressed in our audit

Valuation of the unquoted debt securities
In addition to investments in the Funds, the Company holds
investments in unquoted debt securities at 31 December 2020
of £126.5 million.

The valuation of the unquoted debt securities are derived
from a discounted cash flow calculation based on expected
future cash flows to be received, discounted at an appropriate
rate. Expected future cash flows include interest received and
principal repayment at maturity.

The risk
The unquoted debt securities were an area of audit focus
on the basis that:

• The securities are of material significance to the Company’s

Consolidated Financial Statements;

• Judgement is required by the Investment Adviser in selection

of an appropriate, risk- adjusted discount rate; and

• Judgement is also required in determining the timing and
amounts of prospective cash flows of the debt securities.

We engaged KPMG valuation specialists to assist in testing the valuation of the unquoted
debt securities. In coordination with our valuation specialists, we selected all unquoted debt
securities held by the Company at year end and performed the following audit procedures:

•

Inspected loan agreements to support the existence and accuracy of the debt securities;

• Obtained the Investment Adviser’s models for valuing the debt securities at year end

and checked their mathematical accuracy;

• Performed a sensitivity analysis over the discount rates being applied to the expected

cash flows in the fair value calculations provided to us by management;

• Assessed the reasonableness of the assumptions made by the Investment Adviser

regarding the timing and amounts of prospective cash flows; and

• Monitored any events that emerged in the post balance sheet period (up to the date

of signing the Consolidated Financial Statements) that would have had a potential impact
on the value of the unquoted debt investments held at the year end.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsINDEPENDENT AUDITOR’S REPORT CONTINUED

Other information in the Annual Report
Management is responsible for the other information contained in the Annual Report. The other information comprises the Overview, Strategic
Report and Governance sections.

Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the Consolidated Financial Statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the Consolidated Financial Statements in accordance with IFRS, and for
such internal control as management determines is necessary to enable the preparation of Consolidated Financial Statements that are free from
material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

•

Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsINDEPENDENT AUDITOR’S REPORT CONTINUED

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made

by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether
a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Consolidated
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the

Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities of the Funds to express
an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s Shareholders and Board of Directors. Our audit work has been undertaken so that we might state to
the Company’s Shareholders and Board of Directors those matters we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Shareholders and Board of Directors,
as a body, for our audit work, for this report, or for the opinion we have formed.

The Engagement Partner on the audit resulting in this independent auditor’s report is James Berry.

Chartered Professional Accountants
Hamilton, Bermuda
10 March 2021

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME

For the year ended 31 December 2020

Income

Interest income

Net realised gains on investments at fair value through profit and loss

Net change in unrealised gains/(losses) on investments at fair value through profit and loss

Net foreign currency gains/(losses)

Other income

Total income

Expenses

Profit attributable to equity shareholders/total comprehensive income

Earnings per share

Basic and diluted earnings per share

The Notes on pages 87 to 114 are an integral part of these Consolidated Financial Statements.

Notes

6, 7

2020
£’000

2019
£’000

10,466

208,536

9,218

17,840

(133,086)

127,741

13,700

390

(2,715)

1,073

100,006

153,157

(7,620)

(17,888)

92,386

135,269

£0.48

£0.66

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCONSOLIDATED BALANCE SHEET

As at 31 December 2020

Assets

Non-current assets

Investments

Current assets

Trade and other receivables

Cash and cash equivalents

Total assets

Liabilities

Current liabilities

Trade and other payables

Total liabilities

Net assets attributable to shareholders

Equity

Share capital

Share premium

Retained earnings

Total shareholders’ equity

Net asset per ordinary share

Basic and diluted net assets per share

Ordinary shares in issue at 31 December 2020 (‘000)

Notes

2020
£’000

2019
£’000

6, 8

505,124

660,966

223,090

223,123

728,247

48,866

48,906

709,872

297

23,864

727,950

686,008

1,806

188,144

538,000

727,950

1,986

229,728

454,294

686,008

£4.03

£3.45

180,600

198,600

The Notes on pages 87 to 114 are an integral part of these Consolidated Financial Statements.

The Consolidated Financial Statements of Oakley Capital Investments Limited (registration number: 40324) on pages 87 to 114 were approved by the Board
of Directors and authorised for issue on 10 March 2021 and were signed on their behalf by:

Caroline Foulger

Richard Lightowler

Director

Strategic ReportOverviewGovernanceConsolidated Financial Statements

CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY

For the year ended 31 December 2020

Balance at 1 January 2019

Profit for the year/total comprehensive income

Ordinary shares repurchased and cancelled

Dividends

Total transactions with equity shareholders

Balance at 31 December 2019

Profit for the year/total comprehensive income

Ordinary shares repurchased and cancelled

Dividends

Total transactions with equity shareholders

Balance at 31 December 2020

The Notes on pages 87 to 114 are an integral part of these Consolidated Financial Statements.

Share
capital
£’000

2,048

–

(62)

–

(62)

Share
premium
£’000

244,533

–

(14,805)

–

(14,805)

Retained
earnings
£’000

328,241

135,269

–

(9,216)

Total
shareholders’
equity
£’000

574,822

135,269

(14,867)

(9,216)

(24,083)

1,986

229,728

454,294

686,008

–

92,386

(180)

(41,584)

–

(8,680)

92,386

(41,764)

(8,680)

(50,444)

–

(180)

1,806

–

(41,584)

188,144

538,000

727,950

Strategic ReportOverviewGovernanceConsolidated Financial StatementsCONSOLIDATED STATEMENT
OF CASH FLOWS

For the year ended 31 December 2020

Cash flows from operating activities

Purchases of investments

Sales of investments

Interest income received

Expenses paid

Other income received

Net cash (used in)/provided by operating activities

Cash flows from financing activities

Purchase of ordinary shares

Dividends paid

Net cash (used in)/provided by financing activities

Net (decrease)/increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Effect of foreign exchange rate changes

Cash and cash equivalents at the end of the year

The Notes on pages 87 to 114 are an integral part of these Consolidated Financial Statements.

Notes

2020
£’000

2019
£’000

(95,983)

(127,265)

332,595

90,005

5,146

(21,050)

390

842

(7,009)

1,073

221,098

(42,354)

(51,894)

(8,680)

(4,737)

(9,216)

(60,574)

(13,953)

160,524

(56,307)

48,866

107,888

13,700

(2,715)

223,090

48,866

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS

For the year ended 31 December 2020

1. Reporting entity
Oakley Capital Investments Limited (the ‘Company’) is a closed-ended investment company incorporated under the laws of Bermuda on 28 June 2007.

The Company invests in the following private equity funds structures (the ‘Funds’):

Fund Group name

Country of establishment

Limited partnerships included

Fund I

Fund II

Bermuda

Oakley Capital Private Equity L.P.1

OCPE II Master L.P.

Oakley Capital Private Equity II-A L.P.1

Oakley Capital Private Equity II-B L.P.

Oakley Capital Private Equity II-C L.P.

Fund III

Bermuda

OCPE III Master L.P.

Fund IV

Luxembourg

Oakley Capital IV Master SCSp

Oakley Capital Private Equity III-A L.P.1

Oakley Capital Private Equity III-B L.P.

Oakley Capital Private Equity III-C L.P.

Origin Fund

Luxembourg

Oakley Capital Origin Master SCSp

Oakley Capital Private Equity IV-A SCSp1

Oakley Capital Private Equity IV-B SCSp

Oakley Capital Private Equity IV-C SCSp

Oakley Capital Private Equity Origin A SCSp1

Oakley Capital Private Equity Origin B SCSp

Oakley Capital Private Equity Origin C SCSp

OCPE Education

Bermuda

OCPE Education L.P.

OCPE Education (Feeder) L.P.1

1 Denotes the limited partnership in which the Company has made a direct investment.

The defined term “Company” shall, where the context requires for the purposes of consolidation, include the Company’s sole and wholly owned
subsidiary, OCI Financing (Bermuda) Limited (‘OCI Financing’). OCI Financing provides financing to NSG Apparel BV, an entity that forms part
of the North Sails Group in which Fund II invests.

The Company is listed on the Specialist Fund Segment (‘SFS’) of the London Stock Exchange (‘LSE’), with the ticker symbol “OCI”.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

2. Basis of preparation
The Consolidated Financial Statements of the Company have been prepared on a going concern basis and under the historical cost convention,
except for financial instruments at fair value through profit and loss, which are measured at fair value. During 2020, the outbreak of COVID-19 and
related global responses have caused material disruptions to economies around the world. Global markets have experienced significant volatility
and divergence in performance across business sectors. The full impact of COVID-19 on economies and businesses remains uncertain.

The Board of Directors have assessed going concern and in doing so have considered a wide range of information relating to the present and future
conditions and varying scenarios for the emergence from COVID-19. This assessment includes updates from Oakley Capital Limited (the ‘Investment
Adviser’) on the impacts of COVID-19 on the portfolio companies of the Funds as well as the impact on investment and sale expectations for each of
the Funds, cash flow projections and the longer-term strategy of the Company.

As part of the assessment, the Board of Directors:

• Assessed liquidity, solvency and capital management. The Company considered liquidity risk as the risk that the Company may encounter difficulty
in meeting obligations arising from its financial liabilities that are settled by delivering cash or another financial asset, or that such obligations would
have to be settled in a manner disadvantageous to the Company. Unfunded commitments to the Funds are irrevocable and can exceed cash and cash
equivalents available to the Company. Based on current cash flow projections and barring unforeseen events, the Company expects to be able to
meet its obligations as they fall due.

• As at 31 December 2020, cash and cash equivalents of the Company amounted to £223,090,000. The Company has total unfunded capital and

unquoted debt security commitments of £517,478,901 relating to the Funds which are expected to be called over the next four to five years. Under the
Company’s bye-laws, the Company is permitted to borrow up to 25% of total shareholders’ equity which would amount to approximately £181,987,500
for the year ending 31 December 2020. As at 31 December 2020, the Company has had no need to secure any debt facilities. The Directors consider
the Company to have sufficient resources and liquidity and can continue to operate for a period of at least 12 months.

• Considered the estimates inherent to the valuations of the Funds and the unquoted debt securities. The Company’s approach to valuations was

consistent with prior years, with the additional focus as at 31 December 2020 being the impact of COVID-19 on the Funds in which the Company
invests. The Board of Directors held regular meetings with the Investment Adviser to consider how COVID-19 impacts were considered in the
valuation process of the Funds. In addition, key assumptions and estimates relating to the valuation of the unquoted debt instruments were
considered. This included assessment of counterparty risk, interest rates and future cash flow projections.

• Assessed the operational resilience of the Company’s critical functions which includes monitoring the performance of the Company’s key

service providers.

The Board of Directors considers it appropriate to prepare the Consolidated Financial Statements of the Company on the going concern basis,
having considered the impact of COVID-19 on its operations and those of the portfolio companies of the Funds.

2.1 Basis for compliance

The Consolidated Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards
(‘IFRS’).

2.2 Functional and presentation currency

The Consolidated Financial Statements are presented in British Pounds (‘Pounds’), which is the Company’s functional currency.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

3. Significant accounting policies
The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have
been consistently applied to all periods presented, unless otherwise stated.

3.1 Changes in accounting policies and disclosures

(a) New and amended standards adopted by the Company
Several amendments and interpretations apply for the first time effective 1 January 2020 but do not have a material effect on the Company’s
Consolidated Financial Statements and did not require retrospective adjustments.

(b) New standards, amendments and interpretations that are not yet effective but might be relevant for the Company
A number of new standards are effective for annual periods beginning after 1 January 2020 and early application is admitted, however, the
Company has not adopted early the new or amended standards in preparing these Consolidated Financial Statements.

The Company is currently in the process of analysing the impact of these new standards, amendments to existing standards and annual improvements
to IFRS in detail but these are not expected to have a material effect on the Consolidated Financial Statements of the Company.

3.2 Basis for consolidation

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity. While the Company may have a greater than
50% ownership interest in a Fund, it is a limited partner and does not have the ability to affect the decisions of the Fund’s General Partner or the
returns of the Funds. The Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and other
events in similar circumstances.

The Consolidated Financial Statements include the financial statements of the Company and its wholly-owned subsidiary, after the elimination
of all significant intercompany balances and transactions.

IFRS 10 exempts investment entities from consolidating controlled investees. The Company meets the definition of an investment entity,
as the following conditions are met:

• The Company provides investment management services.

• The business purpose of the Company is to invest into private equity funds and to purchase, hold and dispose of investments directly in portfolio

companies with the goal of achieving returns from capital appreciation and investment income.

• The performance of these investments is measured and evaluated on a fair value basis.

• The Company holds multiple investments.

The Company therefore measures its investments at fair value through profit and loss in accordance with the investment entity exemption.
The Company does not consolidate any of its investments in the Funds.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

3. Significant accounting policies continued
As at 31 December 2020 the Company’s Limited Partner ownership in the Funds are:

• Fund I ownership of 70.4% (2019: 70.4%)

• Fund II ownership of 36.2% (2019: 36.2%)

• Fund III ownership of 40.7% (2019: 40.7%)

• Fund IV ownership of 27.4% (2019: 28.6%)

• Origin Fund ownership of 27.0% (2019: 0%)

• OCPE Education ownership of nil (2019: 99.18%)

3.3 Investments

(a) Classification
The Company classifies its investments based on both the Company’s business model for managing those financial assets and the contractual cash
flow characteristics, if any, of the financial assets. The portfolio of financial assets is managed and performance is evaluated on a fair value basis.
The Company is primarily focused on fair value information and uses that information to assess the assets’ performance and to make decisions.
The Company has not taken the option to irrevocably designate any equity securities as fair value through other comprehensive income.

The contractual cash flows of the Company’s debt securities are solely principal and interest, however, these securities are neither held for the
purpose of collecting contractual cash flows nor held both for collecting contractual cash flows and for sale. The collection of contractual cash flows
is only incidental to achieving the Company’s business model’s objective. Consequently, the Company classifies its investments in private equity
funds, direct equity investments and loans as financial assets held at fair value through profit and loss at inception.

(b) Recognition and measurement
Financial assets held at fair value through profit and loss are recognised initially on the trade date which is the date on which the Company becomes
a party to the contractual provisions of the instrument. Financial assets held at fair value through profit and loss are recognised initially at fair value,
with transaction costs recognised in profit or loss.

Net gains and losses from financial assets held at fair value through profit and loss include all realised and unrealised fair value changes and foreign
exchange differences and are included in the consolidated statement of comprehensive income in the period in which they arise.

Quoted investments are subsequently carried at fair value. Fair value is measured using the last reported sales price, where the last reported sales
price falls within the bid-ask spread. In circumstances where the last reported sales price is not within the bid-ask spread, the Board of Directors,
in consultation with the Investment Adviser, will determine the point within the bid-ask spread that is most representative of fair value.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

3. Significant accounting policies continued
Unquoted investments, including both equities and loans, are subsequently carried in the consolidated balance sheet at fair value. Fair value is
determined in accordance with the Company’s investment valuation policy, which is compliant with the fair value guidelines under IFRS 13 and
the International Private Equity and Venture Capital (‘IPEV’) Valuation Guidelines.

(c) Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive
the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred, or in
which the Company neither transfers nor retains substantially all the risks and rewards of ownership and does not retain control of the financial
asset. Any interest on such transferred financial assets that is created or retained by the Company is recognised as a separate asset or liability.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the
asset derecognised), and consideration received (including any new asset obtained less any new liability assumed) is recognised in profit or loss.

3.4 Cash and cash equivalents

Cash and cash equivalents include deposits held on call with banks and other short-term deposits. The Company considers all short-term deposits
with an original maturity of 90 days or less as equivalent to cash.

3.5 Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less any allowance for impairment, using the
effective interest method.

3.6 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired or received in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business
if longer). If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method.

3.7 Interest income

Interest on unquoted debt securities held at fair value through profit and loss is accrued on a time-proportionate basis, by reference to the principal
outstanding and the effective interest rate applicable, which is the rate that discounts estimated future cash receipts over the expected life of the debt
security to its net carrying amount on initial recognition. Interest income is recognised gross of withholding tax, if any. Interest income on unquoted
debt securities is recognised as a separate line item in the consolidated statement of comprehensive income and classified within operating
activities in the consolidated statement of cash flows.

3.8 Expenses

Expenses are recognised on the accruals basis. Negative interest income is included in expenses in the consolidated statement of comprehensive
income and classified within operating activities in the consolidated statement of cash flows.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

3. Significant accounting policies continued

3.9 Foreign currency translation

The functional currency of the Company is Pounds. Transactions in currencies other than Pounds are recorded at the rates of exchange prevailing
on the dates of the transactions.

At each reporting date, investments and other monetary assets and liabilities that are denominated in foreign currencies are translated at the
rates prevailing on the reporting date. Capital drawdowns and proceeds of distributions from the Funds and foreign currencies and income and
expense items denominated in foreign currencies are translated into Pounds at the exchange rate on the respective dates of such transactions.

Foreign exchange gains and losses on other monetary assets and liabilities are recognised in net foreign currency gains and losses in the
consolidated statement of comprehensive income.

The Company does not isolate unrealised or realised foreign exchange gains and losses arising from changes in the fair value of investments. All such
foreign exchange gains and losses are included with the net realised and unrealised gains or losses on investments in the consolidated statement of
comprehensive income.

3.10 Share capital

Ordinary shares issued by the Company are recognised based on the proceeds or fair value received or receivable, with the excess of the amount
received over their nominal value being credited to the share premium account. Direct issue costs are deducted from equity.

3.11 Earnings per share

The Company presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share are calculated by dividing the profit
or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share are determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of
ordinary shares outstanding for the effects of all potentially dilutive ordinary shares.

4. Critical accounting estimates, assumptions and judgements
The reported results of the Company are sensitive to the accounting policies, assumptions and estimates that underly the preparation of its
Consolidated Financial Statements. IFRS require the Board of Directors, in preparing the Company’s Consolidated Financial Statements, to select
suitable accounting policies, apply them consistently and make judgements and estimates that are reasonable and prudent. The Company’s
estimates and assumptions are based on historical experience and the Board of Directors’ expectation of future events and are reviewed
periodically. The actual outcome may be materially different from that anticipated. Revisions to accounting estimates are recognised in the period
in which the estimates are revised and in any future periods affected.

The judgements, assumptions and estimates involved in the Company’s accounting policies that are considered by the Board of Directors to be the
most important to the Company’s results and financial condition are the fair valuation of the investments and the assessment that the Company meets
the definition of an investment entity.

(a) Fair valuation of investments

The fair values assigned to investments held at fair value through profit and loss are based upon available information at the time and do not
necessarily represent amounts which might ultimately be realised. Because of the inherent uncertainty of valuation, these estimated fair values may
differ significantly from the values that would have been used had a ready market for the investments existed, and those differences could be material.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

4. Critical accounting estimates, assumptions and judgements continued
Investments held at fair value through profit and loss are valued by the Company in accordance with relevant IFRS requirements. Judgement is
required in order to determine the appropriate valuation methodology under these standards. Subsequently, judgement is required in assessing
the net asset value of the Funds and determining the inputs into the valuation models used for the unquoted debt securities. Inputs include making
assessments of the estimated future cash flows and determining appropriate discount rates.

There remain many unknown factors over the short, medium, and long term including the impact of COVID-19 on the Company. In these circumstances,
the valuation of the Company’s investments as at 31 December 2020 carried significantly more uncertainty than previously. The Investment Adviser has
considered the impact of COVID-19 in determining inputs in the valuation models used for the valuations of each of the Funds. Additionally the impact
of COVID-19 has been considered in the valuation of the unquoted debt securities.

(b) Assessment as an investment entity

Entities that meet the definition of an investment entity within IFRS 10 are required to account for investments in controlled entities, as well as
investments in associates and joint ventures, at fair value through profit and loss.

The Board of Directors has concluded that the Company meets the definition of an investment entity as its strategic objective is to invest in the
Funds on behalf of its investors for the purpose of generating returns in the form of investment income and capital appreciation.

5. Financial risk management

5.1 Introduction and overview

The Board of Directors, the Company’s Risk Committee and Oakley Capital Limited (the ‘Investment Adviser’) attribute great importance to
professional risk management, proper understanding and negotiation of appropriate terms and conditions and active monitoring, including a
thorough analysis of reports and financial statements and ongoing review of investments made. The Company has investment guidelines that set
out its overall business strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor and
control the economic impact of these risks. The Investment Adviser provides the Board of Directors with recommendations as to the Company’s
asset allocation and annual investment levels that are consistent with the Company’s objectives. The Risk Committee reviews and agrees policies
for managing the risks.

The Company has exposures to the following risks from financial instruments: credit risk, liquidity risk and market risk (including interest rate risk,
currency risk, and price risk). The Company’s overall risk management process focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company’s financial performance.

5.2 Credit risk

The Company is subject to credit risk on its unquoted investments and cash. The majority of the Company’s cash balances were held with Barclays
and Butterfield Bank. Barclays are rated A1 and Butterfield Bank are rated at A3 by Moody’s (2019: Barclays A1 and HSBC A2).

In accordance with the Company’s policy, the Investment Adviser monitors the Company’s exposure to credit risk on cash on a quarterly basis and the
Risk Committee regularly reviews the Company’s exposure to credit risk. The credit quality of the investments in the Funds and debt securities, which
are held at fair value and include debt and equity elements, are not rated. As at 31 December 2020, no debt securities held were overdue or impaired.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

5. Financial risk management continued

5.3 Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations arising from its financial liabilities that are settled
by delivering cash or another financial asset, or that such obligations will have to be settled in a manner disadvantageous to the Company. The
Company, with advice from the Investment Adviser, manages liquidity through reviews of detailed cash flow projections which estimate the timing
and quantums of outflows, including capital calls, and inflows from disposals of portfolio companies which aim to avoid undue risk of illiquidity.

The unfunded commitments to the Funds are irrevocable and can exceed cash and cash equivalents available to the Company. Based on current
cash flow projections and barring unforeseen events, the Company expects to be able to honour all capital calls by the Funds.

As of 31 December 2020 cash and cash equivalents of the Company amounted to £223,090,000 (2019: £48,866,356). The Company had
total unfunded capital and loan commitments of £517,478,901 (2019: £462,781,291) relating to the Funds. The unfunded commitments of the
Company are listed in Note 22. The Company can borrow up to 25% of total shareholders’ equity. As at 31 December 2020, the Company
has no borrowings (2019: nil).

The majority of the investments held by the Company are in Funds which are unquoted and subject to specific restrictions on transferability and
disposal. Consequently, the risk exists that the Company might not be able to readily dispose of its holdings at the time of its choosing and
also that the price attained on a disposal may be below the amount at which such investments were included in the Company’s consolidated
balance sheet.

The Company’s consolidated financial liabilities are all repayable within three months after the balance sheet date and are carried at fair value.
Financial liabilities exclude outstanding capital commitments at the year end.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

5. Financial risk management continued

5.4 Market risk

Market risk is the risk that changes in market prices, such as equity prices, foreign exchange rates and interest rates will affect the Company’s
income or the value of its holdings of financial instruments. The Company’s sensitivity to these items is set out below.

The Company’s financial assets that are subject to currency and interest rate risk are analysed below (presented in Pounds and translated at the
year-end foreign exchange rate):

Fixed and floating rate debt and cash

Non-interest-bearing Fund and equity investments

Total

Pound
£’000

201,566

23,940

225,506

2020

Euro
€’000

147,990

354,718

502,708

Total
£’000

349,556

378,658

728,214

Pound
£’000

151,692

38,510

190,202

2019

Euro
€’000

24,330

495,300

519,630

Total
£’000

176,022

533,810

709,832

a) Interest rate risk
Interest rate risk arises principally from changes in interest receivable on cash and deposits and unquoted debt securities at fair value.

The Company’s unquoted debt investments carry fixed rates of interest ranging from 5% to 12%. These loans are subject to interest rate risk
as increases and decreases in interest rates will have an impact on their fair value. A 100 basis point increase in interest rates would result in
a decrease in the fair value of those loans of £1,155,534 and a corresponding decrease of 100 basis points in interest rates would result in an
increase in their fair value by the same amount (2019: £2,860,355).

The impact of an increase in interest rates of 100 basis points on cash and deposits, based on the closing consolidated balance sheet position over
a 12-month period, would have been £2,053,734 on the profit and loss in the consolidated statement of comprehensive income (2019: £839,176).
A decrease in interest rates of 100 basis points on cash and deposits would have an equal and opposite effect.

In addition, the Company has indirect exposure to interest rate fluctuations through changes to the financial performance and valuation in equity
investments in the Funds as certain portfolio companies have issued debt. Short-term receivables and payables are excluded as, due to their short-term
nature, the risks due to fluctuation in the prevailing levels of market interest rates associated with these instruments are not significant.

b) Currency risk
The Company holds significant assets and liabilities denominated in currencies other than its functional currency, which expose the Company to the
risk that the exchange rates of those currencies against the Pound will change in a manner which adversely impacts the Company’s net profit and
net assets attributable to shareholders. The following sensitivity analysis shows the sensitivity of the Company’s net assets to movements in foreign
currency exchange rates assuming a 10% increase in exchange rates against the Pound. A 10% decrease in exchange rates against the Pound
would have an equal and opposite effect. The sensitivity analysis below is representative of the year as a whole, since the level of exposure changes
as the Company’s holdings change through the purchase and realisation of investments (presented in Pounds and translated at the year end foreign
exchange rate).

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

5. Financial risk management continued

Assets:

Financial assets at fair value through profit and loss

Cash and cash equivalents

Total assets

Impact on profit/(loss)

2020
£’000

35,472

14,799

50,271

2019
£’000

49,530

2,433

51,963

The Investment Adviser monitors the Company’s currency position on a regular basis and reports the impact of currency movements on the
performance of the investment portfolio to the Risk Committee quarterly. In accordance with the Company’s investment policy, all direct investments
in quoted equity securities and debt securities are denominated in Pounds, placing currency risk on the counterparty. The investments in the Funds
are denominated in Euros.

c) Price risk – market fluctuations
The Company’s management of price risk, which arises primarily from quoted and unquoted equity instruments, is through the selection of financial
assets within specified limits as advised by the Investment Adviser and approved by the Risk Committee.

For quoted equity securities, the market risk variable is deemed to be the market price itself. A 15% change in the price of those investments would
have a £3,590,988 (2019: £5,776,436) direct impact on the profit and loss in the consolidated statement of comprehensive income and the net assets
attributable to shareholders in the consolidated balance sheet. The impact on net asset per ordinary share is £0.02 (2019: £0.03).

For the investment in the Funds, the market risk is deemed to be the change in fair value. A 15% change in the fair value of those investments would
have a £53,207,700 (2019: £74,295,012) direct impact on the profit and loss in the consolidated statement of comprehensive income and the net
assets attributable to shareholders in the consolidated balance sheet. The impact on net asset per ordinary share is £0.29 (2019: £0.37).

The Company is exposed to a variety of market risk factors which may change significantly over time. As a result, measurement of such exposure
at any given point in time may be difficult given the complexity and diversity of the investments held by the Funds.

Limitations of sensitivity analysis
The sensitivity information included in Notes 5 and 8 demonstrates the estimated impact of a change in a major input assumption while other
assumptions remain unchanged. In reality, there are normally significant levels of correlation between the assumptions and other factors.

It should also be noted that these sensitivities are non-linear and larger or smaller impacts should not be interpolated or extrapolated from these
results. Furthermore, estimates of sensitivity may become less reliable in unusual market conditions such as instances when risk-free interest rates
fall towards zero.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

5. Financial risk management continued

5.5 Capital management

The Company’s capital is represented by ordinary shares with £0.01 par value and they carry one vote each. The shares are entitled to dividends
when declared. The Company has no additional restrictions or specific capital requirements on the issuance and repurchase of ordinary shares.
The movements of capital are shown in the consolidated statement of changes in equity.

The Company’s objectives when managing capital are to safeguard the Company’s assets to achieve positive returns. In order to maintain or adjust
the capital structure, the Company may issue shares or may return capital to shareholders through the repurchase of shares or by paying dividends.
The effects of the issue, the repurchase and resale of shares are described in Note 20.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

6. Investments
Investments as at 31 December 2020:

Oakley Funds

Fund I

Fund II

Fund III

Fund IV

Origin Fund

Total Oakley Funds

Direct investment Funds

OCPE Education (Feeder) LP

Total direct investment Funds

Total Funds

Quoted equity securities

Time Out Group plc

Total quoted equity securities

Unquoted debt securities

Ellisfield (Bermuda) Limited

Fund I

Fund II

Fund III

NSG Apparel BV

Oakley Capital III Limited

Oakley NS (Bermuda) LP

Time Out Group plc

Total unquoted debt securities

Total investments

1 Total sales include sales, loan repayments and transfers.

2019 Fair
value
£’000

Purchases/
Capital calls
£’000

Total sales1/
Distributions
£’000

Realised gains/
(losses)
£’000

Interest and
other
£’000

Net change
in unrealised
gains/(losses)
£’000

2020 Fair

value
£’000

33,358

57,182

310,068

19,708

–

420,316

74,984

10,906

8,689

–

(16,993)

10,455

–

(186,493)

123,345

32,018

2,856

54,469

–

(203,486)

133,800

–

(94,210)

74,736

495,300

54,469

(297,696)

208,536

38,510

15,796

9,435

4,398

–

29,992

731

43,490

23,314

127,156

660,966

12,625

–

1,000

3,333

–

6,990

–

15,066

2,500

28,889

95,983

–

(4,432)

(7,985)

–

(732)

–

(27,071)

(40,220)

–

(337,916)

208,536

–

1,468

642

254

–

1,727

5,292

1,257

10,641

(28,115)

(6,123)

16,149

53,210

(29,054)

217,866

14,634

(1,723)

66,360

1,133

(50,381)

354,718

(55,510)

–

(105,891)

354,718

(27,195)

–

(133,086)

23,940

17,264

6,645

–

38,709

–

63,848

–

126,466

505,124

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

6. Investments continued
Investments as at 31 December 2019:

2018 Fair
value
£'000

Purchases/
Capital calls
£'000

Total sales1/
Distributions
£'000

Realised gains/
(losses)
£'000

Interest and
other
£'000

Net change
in unrealised
gains/(losses)
£'000

2019 Fair

value
£'000

33,358

57,182

310,068

19,708

420,316

74,984

Oakley Funds

Fund I

Fund II

Fund III

Fund IV

Total Oakley Funds

Direct investment Funds

OCPE Education (Feeder) LP

Total direct investment Funds

Total Funds

Quoted equity securities

Time Out Group plc

Total quoted equity securities

Unquoted debt securities

Ellisfield (Bermuda) Limited

Fund I

Fund II

Fund III

NSG Apparel BV

Oakley Capital III Limited

Oakley NS (Bermuda) LP

Time Out Group plc

Total unquoted debt securities

Total investments

18,159

71,794

208,628

–

298,581

41,789

1,788

7,386

29,672

25,930

64,776

672

–

(30,197)

(9,712)

–

19,067

(1,227)

–

(39,909)

17,840

–

340,370

65,448

(39,909)

17,840

22,320

14,889

7,035

17,412

4,033

26,569

2,169

14,038

20,914

107,059

469,749

–

9,880

8,344

13,291

2,319

–

(8,080)

(21,846)

(17,853)

–

(1,518)

25,483

2,500

61,817

127,265

–

(2,607)

(51,904)

(91,813)

–

17,840

–

907

600

488

529

1,104

3,969

2,507

10,184

13,411

(10,868)

82,707

(6,222)

79,028

32,523

111,551

495,300

16,190

38,510

–

15,796

9,435

4,398

–

29,992

731

43,490

23,314

127,156

127,741

660,966

1 Total sales include sales, loan repayments and transfers.

Quoted equity securities and unquoted debt securities are additional direct investments in certain of the portfolio companies in one of the Oakley Funds.
The total sales on unquoted debt securities distributions include accrued interest repaid of £5,321,000 (2019: £1,808,000).

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

7. Net gains/(losses) from investments at fair value through profit and loss

Net change in unrealised gains/(losses) on investments at fair value through profit and loss:

Funds

Quoted equity securities

Total net change in unrealised gains/(losses) on investments at fair value through profit and loss

Net realised gains/(losses) on investments at fair value through profit and loss:

Funds

Total net realised gains/(losses) on investments at fair value through profit and loss

100

2020
£’000

2019
£’000

(105,891)

(27,195)

(133,086)

208,536

111,551

16,190

127,741

17,840

8. Disclosure about fair value of financial instruments
The Company has adopted IFRS 13 in respect of disclosures about the degree of reliability of fair value measurements. These fair value
measurements are categorised into different levels in the fair value hierarchy based on the inputs to valuation techniques used. The Company
classifies financial instruments measured at fair value in the investment portfolio according to the following hierarchy:

• Level I: Quoted prices (unadjusted) in active markets for identical instruments that the Company can access at the measurement date.

Level I investments include quoted equity instruments.

• Level II:

Inputs other than quoted prices included within Level I that are observable for the instrument, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).

• Level III:

Inputs that are not based on observable market data. Level III investments include private equity funds and unquoted debt securities.

The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of the lowest level input that
is significant to the fair value measurement in its entirety. Assessing the significance of a particular input to the fair value measurement in its entirety
requires judgement, considering factors specific to the instrument. The determination of what constitutes ‘observable’ requires significant judgement
by the Company.

The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable,
not proprietary, and provided by independent sources that are actively involved in the relevant market.

Strategic ReportOverviewGovernanceConsolidated Financial Statements

NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

101

8. Disclosure about fair value of financial instruments continued
The following table analyses the Company’s investments measured at fair value as of 31 December 2020 by the level in the fair value hierarchy into
which the fair value measurement is categorised:

Funds

Quoted equity securities

Unquoted debt securities

Total investments measured at fair value

Level I
£’000

Level III
£’000

–

354,718

23,940

–

23,940

–

126,466

481,184

Total
£’000

354,718

23,940

126,466

505,124

The following table analyses the Company’s investments measured at fair value as of 31 December 2019 by the level in the fair value hierarchy into
which the fair value measurement is categorised:

Funds

Quoted equity securities

Unquoted debt securities

Total investments measured at fair value

Level I

Level I
£’000

Level III
£’000

Total
£’000

–

495,300

38,510

–

38,510

–

127,156

622,456

38,510

127,156

660,966

Quoted equity investment values are based on quoted market prices in active markets, and are therefore classified within Level I investments.
The Company does not adjust the quoted price for these investments.

Level II

The Company did not hold any Level II investments as of 31 December 2020 or 2019.

Level III

The Company has determined that Funds and unquoted debt securities fall into Level III. Funds and unquoted debt securities are measured
in accordance with the IPEV Valuation Guidelines with reference to the most appropriate information available at the time of measurement.
The Consolidated Financial Statements as of 31 December 2020 include Level III investments in the amount of £481,183,852, representing
approximately 66.10% of shareholders’ equity (2019: £622,456,416; 90.74%).

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

102

8. Disclosure about fair value of financial instruments continued

Funds
The Company primarily invests in portfolio companies via the Funds as a limited partner. The Funds are unquoted equity securities. The Company’s
investments in unquoted equity securities are recognised in the consolidated balance sheet at fair value, in accordance with IPEV Valuation
Guidelines and IFRS 13 and are considered Level III investments.

The valuation of unquoted fund investments is based on the latest available net asset value (‘NAV’) of the Fund as reported by the corresponding
general partner or administrator, provided that the NAV has been appropriately determined using fair value principles in accordance with IFRS 13.

The NAV of a Fund is calculated after determining the fair value of that Fund’s investment in any portfolio company. The fair value is determined by
the Investment Adviser by calculating the Enterprise Value (‘EV’) of the portfolio company and then adding excess cash and deducting financial
instruments, such as external debt, ranking ahead of the Fund’s highest ranking instrument in the portfolio company.

A common method of determining the EV is to apply a market-based multiple (e.g. an average multiple based on a selection of comparable quoted
companies) to the ‘maintainable’ earnings or revenues of the portfolio company. This market-based approach presumes that the comparable
companies are correctly valued by the market. A discount is sometimes applied to market-based multiples to adjust for points of difference between
the comparables and the Company being valued.

As at 31 December 2020, the value of the Funds’ investments, other assets and liabilities attributable to the Company based on its respective
percentage interest in each Fund was as follows:

Investments

Loans

Estimated performance fee payable

Other net assets

Total value of the Fund attributable to the Company (€’000)

Total value of the Fund attributable to the Company (£’000)
at year-end exchange rate

Fund I
€’000

21,600

(5,199)

–

1,645

18,046

Fund III
€’000

Fund IV
€’000

Origin Fund
€’000

OCPE
Education
€’000

Fund II
€’000

58,723

334,940

168,957

(3,684)

(53,907)

(98,373)

–

4,420

59,459

(41,135)

3,555

243,453

(2,041)

5,610

74,153

11,530

(11,756)

–

1,493

1,267

16,149

53,210

217,866

66,360

1,133

–

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

103

8. Disclosure about fair value of financial instruments continued
As at 31 December 2019, the value of the Funds’ investments, other assets and liabilities attributable to the Company based on its respective
percentage interest in each Fund was as follows:

Investments

Loans

Estimated performance fee payable

Other net assets

Total value of the Fund attributable to the Company (€’000)

Total value of the Fund attributable to the Company (£’000)
at year-end exchange rate

Fund I
€’000

44,568

(7,845)

–

2,698

39,421

Fund II
€’000

Fund III
€’000

75,540

456,259

(9,836)

(3,130)

5,002

67,576

(41,206)

(50,487)

1,858

366,424

Fund IV
€’000

57,091

(44,657)

–

10,856

23,290

33,358

57,182

310,068

19,708

Origin
Fund
€’000

–

OCPE
Education
€’000

88,436

–

177

88,613

74,984

The Company records its investments in the Funds at the NAV reported by the Funds which it considers to be fair value. The NAV as reported by the
Funds’ general partner or administrator is considered to be the key unobservable input. The Company has the following control procedures in place
to evaluate whether the NAV of the underlying Fund investments represents a reliable estimate of fair value and calculated in a manner consistent
with IFRS 13:

• Thorough initial due diligence processes and the Board of Directors performing ongoing monitoring procedures, primarily discussions with the

Investment Adviser.

• Comparison of historical realisations to last reported fair values.

• Review of the quarterly financial statements and the annual audited NAV of the respective Fund.

Unquoted debt securities
The fair values of the Company’s investments in unquoted debt securities are derived from a discounted cash flow calculation based on expected
future cash flows to be received, discounted at an appropriate rate. Expected future cash flows include interest received and principal repayment
at maturity.

Unobservable inputs for Level III investments

Funds
In arriving at the fair value of the unquoted Fund investments, the key input used by the Company is the NAV as provided by the General Partner
or administrator of the relevant Fund. The Company recognises that the NAVs of the Funds are highly sensitive to movements in the fair values
of the underlying portfolio companies.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

104

8. Disclosure about fair value of financial instruments continued
The underlying portfolio companies owned by the Funds may include both quoted and unquoted companies. Quoted portfolio companies are
valued based on market prices, consistent with the Company’s accounting policy for quoted investments, and no unobservable inputs are used.
Unquoted portfolio companies are valued by the Investment Adviser based on a market approach for which significant judgement is applied.
Consideration has also been given by the Investment Adviser to the impact of COVID-19 for the valuation at 31 December 2020.

For the purposes of sensitivity analysis, the Company considers a 10% adjustment to the fair value of the unquoted portfolio companies of the
Funds as reasonable. For the year ending 31 December 2020, a 10% increase to the fair value of the unquoted portfolio companies held by the
Funds would result in a 6.1% movement in net assets attributable to shareholders (2019: 7.6%). A 10% decrease to the fair value of the unquoted
portfolio companies held by the Funds would have an equal and opposite effect.

Unquoted debt securities
In arriving at the fair value of the unquoted debt securities, the key inputs used by the Company are future cash flows expected to be received until
maturity of the debt securities and the discount factor applied. The discount factor applied is an unobservable input and ranges between 5% and
12% considering contractual interest rates charged on debt, risk-free rate and assessment of credit risk.

For the purposes of sensitivity analysis, the Company considers a 1% adjustment to the discount factor applied as reasonable. For the year ending
31 December 2020, a 1% increase to the discount factor would result in a 0.2% movement in net assets attributable to shareholders (2019: 0.4%).
A 1% decrease to the discount factor would have an equal and opposite effect. Refer to Note 5.4(a).

Transfers between levels

There were no transfers between the levels during the year ended 31 December 2020 (2019: none).

Level I and Level III reconciliation

The changes in investments measured at fair value, for which the Company has used Level I and Level III inputs to determine fair value as of
31 December 2020 and 2019, are as follows:

Level I investments:
Quoted equity securities

Fair value at the beginning of the year

Purchases

Net change in unrealised gains/(losses) on investments

Fair value of Level I investments at the end of the year

2020
£’000

38,510

12,625

(27,195)

23,940

2019
£’000

22,320

–

16,190

38,510

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

8. Disclosure about fair value of financial instruments continued

Level III investments:

2020

Fair value at the beginning of the year

Purchases

Proceeds on disposals (including interest)

Realised gain on sale

Interest income and other fee income

Net change in unrealised gains/(losses) on investments

Fair value at the end of the year

2019

Fair value at the beginning of the year

Purchases

Proceeds on disposals (including interest)

Realised gain on sale

Interest income and other fee income

Net change in unrealised gains/(losses) on investments

Fair value at the end of the year

Other financial instruments

105

Funds
£’000

Unquoted debt
securities
£’000

Total
£’000

495,300

54,469

127,156

28,889

622,456

83,358

(297,696)

(40,220)

(337,916)

208,536

–

208,536

–

10,641

(105,891)

–

(105,891)

354,718

126,466

481,184

Funds
£’000

Unquoted debt
securities
£’000

Total
£’000

340,370

107,059

65,448

61,817

447,429

127,265

(39,909)

(51,904)

(91,813)

17,840

–

10,184

111,551

495,300

–

127,156

17,840

10,184

111,551

622,456

Financial instruments, other than financial instruments at fair value through profit and loss, where carrying values are equal to fair values:

Cash and cash equivalents

Trade and other receivables

Trade and other payables

2020
£’000

2019
£’000

223,090

48,866

297

23,864

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

106

9. Segment information
The Company has two reportable segments, as described below. For each of them, the Board of Directors receives detailed reports on at least
a quarterly basis. The following summary describes the operations in each of the Company’s reportable segments:

• Fund investments

• Direct investments

Balance sheet and income and expense items which cannot be clearly allocated to one of the segments are shown in the column “Corporate”
in the following tables.

The reportable operating segments derive their revenue primarily by seeking investments to achieve an attractive return in relation to the risk being
taken. The return consists of interest, dividends and/or unrealised and realised capital gains.

The financial information provided to the Board of Directors with respect to total assets and liabilities is presented in a manner consistent with the
Consolidated Financial Statements. The assessment of the performance of the operating segments is based on measurements consistent with
IFRS. With the exception of capital calls payable, liabilities are not considered to be segment liabilities but rather managed at the corporate level.

There have been no transactions between the reportable segments during the financial year 2020 (2019: none).

The segment information for the year ended 31 December 2020 is as follows:

Net realised gains on financial assets at fair value through profit and loss

208,536

–

208,536

Net change in unrealised gains/(losses) on financial assets at fair value
through profit and loss

(105,891)

(27,195)

(133,086)

Fund
investments
£'000

Direct
investments
and loans
£'000

Total
operating
segments
£'000

Corporate
£'000

–

215

13,700

–

(3,354)

10,561

Total
£'000

208,536

(133,086)

10,466

13,700

390

(7,620)

92,386

–

(4,044)

10,251

–

390

(220)

–

390

(4,266)

81,825

98,601

(16,774)

354,718

150,406

505,124

223,123

728,247

–

(297)

354,718

150,406

505,124

222,826

727,950

Interest income

Net foreign currency gains/(losses)

Other income

Expenses

Profit/(loss) for the year

Total assets

Total liabilities

Net assets

Total assets include:

Financial assets at fair value through profit and loss

354,718

150,406

505,124

–

505,124

Cash and others

–

223,123

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

9. Segment information continued
The segment information for the year ended 31 December 2019 is as follows:

Net realised gains on financial assets at fair value through profit and loss

17,840

–

17,840

Fund
investments
£'000

Direct
investments
and loans
£'000

Total
operating
segments
£'000

Net change in unrealised gains/(losses) on financial assets at fair value
through profit and loss

Interest income

Net foreign currency gains/(losses)

Other income

Expenses

Profit/(loss) for the year

Total assets

Total liabilities

Net assets

Total assets include:

Corporate
£'000

–

107

(2,715)

–

(2,864)

(5,472)

16,190

9,111

–

1,073

(2,409)

23,965

127,741

9,111

–

1,073

(15,024)

140,741

111,551

–

(12,615)

116,776

495,300

(10,130)

165,666

660,966

48,906

–

(10,130)

(13,734)

(23,864)

485,170

165,666

650,836

35,172

686,008

Financial assets at fair value through profit and loss

495,300

165,666

660,966

–

660,966

Cash and others

–

48,906

10. Cash and cash equivalents

Cash and demand balances at banks

Short-term deposits

2020
£’000

172,892

50,198

223,090

2019
£’000

28,759

20,107

48,866

107

Total
£'000

17,840

127,741

9,218

(2,715)

1,073

(17,888)

135,269

709,872

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

11. Trade and other receivables

Prepayments

12. Trade and other payables

Trade payables

Amounts due to related parties

Other payables

108

2020
£’000

150

297

2019
£’000

13,641

10,130

23,864

On 20 December 2019, the Company purchased for cancellation 4,000,000 of its own ordinary shares at the market price on that date for a total
of £10,100,250. As at 31 December 2019, the amount payable for the share buy-back remained outstanding (refer to Note 20) and was included
in “Other payables”.

13. Interest income

Interest income on investments carried at amortised cost:

Cash and cash equivalents

Interest income on investments designated as at fair value through profit and loss:

Debt securities

14. Expenses

Investment-related fees

Operating expenses

2020
£’000

2019
£’000

215

107

10,251

10,466

9,111

9,218

Notes

2020
£’000

4,266

3,354

7,620

2019
£’000

14,574

3,314

17,888

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

109

15. Investment-related fees
Included in Investment related fees are operational and performance fees paid to Oakley Capital Manager Limited (the ‘Administrative Agent’).
The Administrative Agent has been appointed by the Company to provide operational assistance and services to the Board with respect to the
Company’s direct investments and generally to administer the assets of the Company, as provided for in the Operational Services Agreement.

a) Operational fees

During 2020 and 2019, the Administrative Agent was paid an operational services fee of 2% per annum of the net asset value of certain of the
Company’s direct investments. During 2019, the operational services fee was calculated by reference to all of the Company’s direct investments.
With effect from 1 January 2020, operational services fees relating to direct debt investments were eliminated, so that the operational services fee
became payable only by reference to the net asset value of the Company’s direct equity investments. With effect from 1 July 2020, no further
operational services fees are payable by reference to the Company’s current direct equity investments.

The operational services fee for the year ended 31 December 2020 totalled £620,874 (2019: £3,928,313). There are no amounts outstanding
as at 31 December 2020 (2019: £1,109,199).

b) Performance fees

The Administrative Agent is paid a performance fee of 20% of profits (after expenses) from the full or partial realisation on disposal of any direct
equity investments subject to an 8% preferred return. With effect from 1 July 2020, no performance fees are payable by reference to the Company’s
current direct equity investments.

Performance fees for the year ended 31 December 2020 totalled £3,644,444 (2019: £10,646,241). There are no amounts outstanding
as at 31 December 2020 (2019: £12,447,622).

16. Operating expenses
The following expenses are included in operating expenses:

a) Administration fees

The Company has appointed Mayflower Management Services (Bermuda) Limited (the ‘Administrator’) to provide administration services
at an annual fee at prevailing commercial rates. Administration fees for the year ended 31 December 2020 totalled £344,584 (2019: £352,040).
There were no amounts payable to the Administrator as at 31 December 2020 (2019: £nil).

b) Directors’ fees

For the year ended 31 December 2020, the Company paid Directors’ fees of £100,000 (2019: £65,000) to the Chair of the Board and £275,000
(2019: £175,000) to other Board members. No fees were payable as at 31 December 2020 (2019: £nil).

The members of the Board of Directors are considered to be Key Management Personnel. No pension contributions were made in respect of
any of the Directors and none of the Directors receive any pension from any portfolio company held by the Funds. During the year one of the
Directors waived remuneration (2019: one). No other fees were paid to the Directors (2019: £nil).

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

110

16. Operating expenses continued
For the years ended 31 December 2020 and 2019 members of the Board of Directors held shares in the Company and were entitled to dividends
as detailed below:

Shares at the beginning of the year

Shares acquired during the year

Shares held by a Director who resigned during the year

Shares at the end of the year

Dividends paid to Directors (£’000)

c) Auditor’s remuneration

2020
‘000

18,018

745

(400)

18,363

818

2019
‘000

9,736

8,342

(60)

18,018

561

The Company’s auditor is KPMG. During the year ending 31 December 2020, the Company paid KPMG audit fees of £144,009 (2019: £142,549)
and other advisory services fees of £6,666 (2019: £5,000).

d) Other expenses

The Company is recharged by the Administrative Agent for certain services such as compliance, accounting and investor relations provided by
the Administrative Agent’s contracted advisers, (which include the Investment Adviser) on behalf of the Company. Such recharges are specifically
agreed on an annual basis.

For the year ended 31 December 2020, the Administrative Agent recharged £947,000 (2019: £719,034). The amount outstanding as at 31 December
2020 was £90,000 (2019: £70,000) and is included in “Trade and other payables” in the consolidated balance sheet.

17. Withholding tax
Under current Bermuda law the Company is not required to pay tax in Bermuda on either income or capital gains. The Company has received an
undertaking from the Minister of Finance in Bermuda that in the event of such taxes being imposed, the Company is exempt from such taxation
until at least 31 March 2035.

The Company may, however, be subject to foreign withholding taxes in respect of income derived from its investments in other jurisdictions.
For the year ended 31 December 2020, the Company was not subjected to foreign withholding taxes (2019: nil).

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

18. Earnings per share
The earnings per share calculation uses the weighted average number of shares in issue during the year.

Basic and diluted earnings per share

Profit for the year (‘000)

Weighted average number of shares in issue (‘000)

The Company’s diluted earnings per share equals the basic earnings per share.

19. Net asset value per share
The net asset value per share calculation uses the number of shares in issue at the end of the year.

Basic and diluted net asset value per share

Net assets attributable to shareholders (‘000)

Number of shares in issue at the year end (‘000)

20. Share capital

a) Authorised and issued capital

111

2020

£0.48

2019

£0.66

£92,386

£135,269

192,707

204,113

2020

£4.03

2019

£3.45

£727,950

£686,008

180,600

198,600

The authorised share capital of the Company is 280,000,000 ordinary shares at a par value of £0.01 each. Ordinary shares are listed and traded
on the SFS of the LSE Main Market. Each share confers the right to one vote and shareholders have the right to receive dividends.

During the year ending 31 December 2020, the Company purchased the following ordinary shares:

18 March 2020

18 June 2020

29 July 2020

2 October 2020

3 December 2020

Number of
ordinary
shares

3,000,000

1,340,000

3,660,000

3,053,000

6,947,000

Purchase
price
(£’000)

4,818

2,775

8,318

7,786

18,068

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

20. Share capital continued
During the year ending 31 December 2019, the Company purchased the following ordinary shares:

15 March 2019

14 November 2019

20 December 2019

112

Number of
ordinary
shares

404,100

1,800,000

4,000,000

Purchase
price
(£’000)

767

4,000

10,100

The ordinary shares purchased by the Company have been cancelled. The Company’s authorised share capital is not reduced by this cancellation.

As at 31 December 2020, the Company’s issued and fully paid share capital was 180,599,936 ordinary shares (2019: 198,599,936).

Ordinary shares outstanding at the beginning of the year

Ordinary shares purchased

Ordinary shares outstanding at the end of the year

2020
‘000

2019
‘000

198,600

204,804

(18,000)

(6,204)

180,600

198,600

b) Share premium

Share premium represents the amount received in excess of the nominal value of ordinary shares.

21. Dividends
On 11 March 2020, the Board of Directors declared a final dividend for 2019 of 2.25 pence per ordinary share resulting in a dividend of £4,391,999
paid on 23 April 2020 (2019: On 13 March 2019, the Board declared and approved a final dividend for 2018 of 2.25 pence per ordinary share which
resulted in a dividend payment of £4,608,091 paid on 25 April 2019).

On 10 September 2020, the Board of Directors declared an interim dividend of 2.25 pence per ordinary share resulting in a dividend of £4,288,499
(2019: On 10 September 2019, the Board declared an interim dividend of 2.25 pence per ordinary share which resulted in a dividend of £4,608,091).

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

22. Commitments
The Company had the following outstanding capital commitments in Euros as at year end:

113

Fund I

Fund II

Fund III

Fund IV

Origin Fund1

Total outstanding commitments (€’000)

Total outstanding commitments (£’000)

1 The Company made the commitment to the Origin Fund during the year ending 31 December 2020.

The Company had the following outstanding unquoted debt security commitments at year end:

Fund I

Fund II1

Oakley NS (Bermuda) LP2

Total outstanding commitments (£’000)

Original

commitment
£‘000

202,398

190,000

325,780

400,000

105,000

1,223,178

1,094,622

Original
commitment
£‘000

5,000

20,000

54,710

79,710

2020
£‘000

2,834

13,300

120,539

334,000

101,850

572,523

512,351

2020
£‘000

5,000

–

128

5,128

2019
£‘000

2,834

13,300

120,539

370,000

–

506,673

428,746

2019
£‘000

4,000

15,700

14,334

34,034

1 The unquoted debt security commitment to Fund II was terminated on 17 October 2020.
2 As at 31 December 2019, the original commitment to Oakley NS (Bermuda) LP was £53,850,000.

23. Related parties
Related parties transactions not disclosed elsewhere in the Consolidated Financial Statements are as follows:

One Director of the Company, Peter Dubens, is also a Director of the Investment Adviser, an entity which provides services to, and receives
compensation, from the Company and is also the sole shareholder of Oakley Capital Manager Limited (the ‘Administrative Agent’) which is
considered a related party to the Company given the direct control this Director has over this entity. The agreements between the Company
and these service providers are based on normal commercial terms and are disclosed in Note 15.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsNOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED

For the year ended 31 December 2020

114

24. Events after balance sheet date
The Board of Directors has evaluated subsequent events from the year end through 10 March 2021, which is the date the Consolidated Financial
Statements were available for issue. The following events have been identified for disclosure:

On 21 January 2021, the Company increased its commitment in the Origin Fund by €24,300,000. The Company’s total commitment is €129,300,000
and its holding changed from 27.0% to 29.72%.

On 26 February 2021, the Company received a distribution of €25,377,986 (£21,992,563) from Fund III arising from the refinancing of Career Partner Group.

On 10 March 2021, the Board of Directors declared a final dividend for the year ended 31 December 2020 of 2.25 pence per ordinary share resulting
in a dividend of £4,063,499 payable on 15 April 2021.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsDIRECTORS AND ADVISERS

115

Directors

Caroline Foulger

Chair

Richard Lightowler

Senior Independent Director

Fiona Beck

Independent Director

Peter Dubens

Director

Stewart Porter

Director

Registered ofﬁce
3rd Floor, Mintﬂower Place
8 Par-la-Ville Road
Hamilton HM08
Bermuda

Advisers

Administrative Agent

Oakley Capital Manager Limited
3rd Floor, Mintﬂower Place
8 Par-la-Ville Road
Hamilton HM08
Bermuda

Investment Adviser to the
Administrative Agent

Oakley Capital Limited
3 Cadogan Gate
London SW1X 0AS
United Kingdom

Legal Adviser

Stephenson Harwood
1 Finsbury Circus
London EC2M 7SH
United Kingdom

CREST Depositary

Computershare Investor Services PLC
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom

Administrator

Mayﬂower Management
Services (Bermuda) Limited
3rd Floor, Mintﬂower Place
8 Par-la-Ville Road
Hamilton HM08
Bermuda

Legal Adviser as to Bermuda Law

Conyers Dill & Pearman Limited
Clarendon House
2 Church Street
Hamilton HM CX
Bermuda

Financial Adviser and Broker

Liberum Capital Limited
Level 12, Ropemaker Place
25 Ropemaker Street
London EC2Y 9AR
United Kingdom

Auditor

KPMG Audit Limited
Crown House
4 Par-la-Ville Road
Hamilton HM08
Bermuda

Branch Registrar

Computershare Investor
Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
Channel Islands

Strategic ReportOverviewGovernanceConsolidated Financial StatementsGLOSSARY

116

Administrative Agent

Oakley Capital Manager Limited (‘OCML’), in respect of the Company.

AIF

Auditor

Alternative Investment Fund, as at 31 December 2020, Oakley Capital Investments Limited is a non-EU AIF.

KPMG Audit Limited or such other auditor as appointed from time to time.

Board / Directors

The Board of Directors of the Company.

Carry Vehicles

The Oakley Funds’ Carry Vehicles are Oakley Capital Founder Member Limited in respect of Fund I, Oakley Capital
Founder Member II LP in respect of Fund II, OCPE III Founder Member LP in respect of Fund III, Oakley Capital IV FM
SCSp in respect of Fund IV, and Oakley Capital Origin FM SCSp in respect of the Origin Fund.

Commitments

The amount committed by an investor to the Funds whether or not such amount has been advanced in whole or in part.

Company / OCI

Oakley Capital Investments Limited, a company incorporated with limited liability in Bermuda and registered number 40324.

Cost

In relation to the cost of investments, this is the open cost of the investment at 31 December 2020, i.e. the investment cost
net of amounts realised from partial exits and refinancings, where applicable.

DACH region

Austria, Germany and Switzerland.

EBITDA

Earnings before interest, taxation, depreciation and amortisation and is used as the typical measure of portfolio
company performance.

EV/EBITDA multiple

The EV/EBITDA multiple compares a company’s Enterprise Value (‘EV’) to its annual EBITDA.

Exchange rate

The GBP:EUR exchange rate at 31 December 2020 was £1: €1.1174.

Five-year p.a. total return

Annualised Total NAV Return per share calculated over a five-year period.

Fund facilities

This includes debt facilities provided by the Company to the Oakley Funds and to the General Partners of the Oakley Funds.

Fund I / Oakley Fund I

Oakley Capital Private Equity L.P.

Fund II / Oakley Fund II

Those limited partnerships constituting the Fund known as Oakley Capital Private Equity II, comprising Oakley Capital
Private Equity II-A L.P., Oakley Capital Private Equity II-B L.P., Oakley Capital Private Equity II-C L.P. and OCPE II Master L.P.

Fund III / Oakley Fund III

Those limited partnerships constituting the Fund known as Oakley Capital Private Equity III, comprising Oakley Capital
Private Equity III-A L.P., Oakley Capital Private Equity III-B L.P., Oakley Capital Private Equity III-C L.P. and OCPE III
Master L.P.

Strategic ReportOverviewGovernanceConsolidated Financial StatementsGLOSSARY CONTINUED

117

Fund IV / Oakley Fund IV

Those limited partnerships constituting the Fund known as Oakley Capital IV, comprising Oakley Capital IV-A SCSp,
Oakley Capital IV-B SCSp, Oakley Capital IV-C SCSp and Oakley Capital IV Master SCSp.

General Partners (‘GP’)

Oakley Capital I Limited in respect of Fund I (previously Oakley Capital GP Limited), Oakley Capital II Limited in respect
of Fund II (previously Oakley Capital GP II Limited) and Oakley Capital III Limited in respect of Fund III (previously
Oakley Capital GP III Limited), all exempted companies incorporated in Bermuda. Oakley Capital IV S.à r.l. in respect
of Fund IV and Oakley Capital Origin S.à r.l. in respect of the Origin Fund, private limited liability companies incorporated
in Luxembourg.

IFRS

International Financial Reporting Standards. The Consolidated Financial Statements and Notes have been prepared
in accordance with IFRS.

Investment Adviser

Oakley Capital Limited, a Company incorporated in England and Wales with registered number 4091922, which
is authorised and regulated by the Financial Conduct Authority; or any successor as Investment Adviser of the
Oakley Funds.

IPO

IRR

Look-through

Initial Public Offering.

The gross Internal Rate of Return of an investment or Fund. It is the annual compound rate of return on investments. Gross
IRR does not reflect expenses to be borne by the relevant fund or its investors including performance fees, management
fees, taxes and organisational, partnership or transaction expenses.

OCI look-through values are calculated using the OCI attributable proportion (determined as the ratio of OCI’s
commitments to the respective Oakley Fund to total commitments to that Fund), applied to each investment’s fair value as
held in the relevant Oakley Fund, net of any accrued performance fees relating to that investment, and converted using the
year-end EUR:GBP exchange rate.

LTM

Last 12 months.

LTM EBITDA growth

Increase in EBTDA over the last 12 months of the year ending 31 December 2020.

NAV

Oakley

Oakley Group

Money Multiple.

Net Asset Value is the value of the Company’s total assets less total liabilities.

The Investment Adviser being Oakley Capital Limited.

Oakley Capital Limited as Investment Adviser, Oakley Capital Manager Limited as Administrative Agent, Oakley Capital
Holdings S.à r.l., the General Partners, the Fund IV and Origin Fund AIFM and any other AIFM and General Partner of successor
Oakley Funds or any additional management or holding entities formed under the control of the current Oakley Group.

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Oakley Funds

Fund I, Fund II, Fund III, Fund IV and Origin Fund, and (as applicable) any successor Funds.

Ongoing charges

Ongoing charges are calculated in accordance with the guidelines issued by The Association of Investment Companies
(‘AIC’). They comprise recurring costs, including the operating expenses of the Company, operational services fees
paid to the Administrative Agent and, OCI’s share of the management fees paid by the underlying Oakley Funds.
The calculation specifically excludes expenses, gains and losses relating to the acquisition or disposal of investments,
performance-related fees (such as carried interest), and financing charges. This calculation cannot be directly reconciled
to OCI’s Financial Statements due to the inclusion of OCI’s share of the management fees paid by the underlying Oakley
Funds which is not directly included in OCI’s Financial Statements.

Origin Fund

Those limited partnerships constituting the Fund known as the Origin Fund, comprising Oakley Capital Origin A SCSp,
Oakley Capital Origin B SCSp and Oakley Capital Origin Master SCSp.

SFS

The Specialist Fund Segment is a segment of the London Stock Exchange’s regulated Main Market.

Total NAV return

A measure showing how the Net Asset Value (‘NAV’) per share has performed over a period of time, taking into account
both capital returns and dividends paid to shareholders. Calculated as: (increase in NAV + dividends) / opening NAV.

Total Portfolio

The Total Portfolio is the fair value of OCI’s investments, made up of the Oakley Funds’ investments on a look-through
basis, and OCI’s direct investments. This can be reconciled to the NAV as below:

Total Portfolio

Other Oakley Fund assets/(liabilities)

Other direct investments

Cash and other

NAV

£m

£638.2

(£139.7)

£6.6

£222.9

£728.0

Total shareholder return

Total shareholder return is the financial gain that results from a change in OCI’s share price plus dividends paid by the
Company during the year, divided by the initial purchase price of the stock.

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