Oakley Capital Investments / Annual Report 2023
Investing for long
term growth
2
Oakley Capital Investments / Annual report 2023 /
What's in this report?
Strategic report
3
Sector focus: Technology
At a glance
Why invest in OCI?
Key performance indicators
OCI KPIs
Oakley Funds KPIs
Oakley PE Portfolio KPIs
Other metrics
Business model
Who we are
Oakley Capital Investments
Oakley Capital (advisers)
Portfolio activity
Key new investments
Key realisations & refinancings
Chair's statement
Oakley PE Portfolio overview
Investment Adviser's report
Oakley Fund strategies
Oakley Touring Venture Fund
Oakley Capital PROfounders
Fund III
Oakley Funds overview
Oakley Fund V
Oakley Fund IV
Oakley Fund III
Oakley Funds I and II
Oakley Origin II
Oakley Origin I
Oakley Touring I
Oakley Capital PROfounders III
Direct investments
OCI NAV overview
Value movement in 2023
Funding profile of Oakley Funds
OCI's underlying investments
(look-through basis)
4
6
9
9
10
11
12
13
13
14
15
19
19
24
26
30
32
36
37
40
41
42
43
44
45
46
47
48
49
50
52
53
55
Sector focus: Consumer
Sector focus: Education
Sector focus: Business Services
Strategy in action
Sustainability and ESG
ESG in action
57
62
68
72
76
80
86
Notes to the Consolidated
Financial Statements
1. Reporting entity
2. Basis of preparation
3. Material accounting policies
4. Critical accounting estimates,
assumptions and judgement
5. Financial risk management
Our principal risks and uncertainties 89
6. Investments
Stakeholder reporting
Governance
Composition of the Board
Board of Directors
Corporate governance
Governance focus in 2023
95
99
100
101
103
103
Corporate governance statement
104
Corporate governance principles
107
Audit Committee report
Risk Committee report
Management Engagement
Committee report
39
Nomination Committee report
Governance, Regulatory and
Compliance Committee report
Remuneration Committee report
Remuneration report
Directors’ report
Investment policy
Statement of Directors’
responsibilities
Alternative Investment Fund
Manager’s Directive
114
117
119
121
124
126
127
128
132
7. Net gains (losses) from
investments at fair value through
profit and loss
8. Disclosure about fair value of
financial instruments
9. Segment information
10. Cash and cash equivalents
11. Trade and other receivables
12. Trade and other payables
13. Interest income
14. Expenses
15. Tax
16. Earnings per share
17. Net Asset Value per share
18. Share capital
19. Dividends
20. Commitments
21. Borrowings
22. Related parties
23. Events after balance sheet
date
133
Other information
134
Directors and advisers
Glossary and Alternative
Performance Measures
Shareholder information
Financial statements
135
Independent Auditor's Report
136
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated statement of
changes in equity
Consolidated statement of cash
flows
140
141
142
143
144
144
145
146
149
150
153
154
155
160
162
162
162
162
163
163
164
164
164
165
165
166
166
166
167
167
168
170
3
Oakley Capital Investments / Annual report 2023 /
Introduction
We are investing for long-term growth. Oakley Capital
Investments (OCI) is a Specialist Fund Segment listed company,
offering investors access to long-term capital appreciation
through its investment in the Oakley Capital Funds.
OCI offers shareholders consistent returns in excess of the FTSE
All-Share Index over the long-term by providing exposure to
private equity returns, where value is typically created through
market growth, consolidation and performance improvements.
Performance highlights as at 31 December 2023
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Resilient performance
Delivering returns
Total NAV Return per Share
Total Shareholder Return
18%
See KPIs
Creating value
Net Asset Value (NAV)
£1,207m
4%
See At a glance
See KPIs
OCI long-term shareholder return vs indices
Features of 2023's report
Why invest in OCI?
Portfolio activity
Chair's statement
Consistent returns driven by profit
An active year for investments by
NAV growth underpinned by
growth in a high-quality portfolio
the Oakley Funds
consistently strong earnings across
the underlying portfolio
4
Oakley Capital Investments / Annual report 2023 / At a glance
At a glance
Our purpose
OCI exists to provide investor access to private equity and the
strong investment returns it generates.
Watch video: What is Private Equity?
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
5
Oakley Capital Investments / Annual report 2023 / At a glance
Our objective
OCI’s objective is to generate long-term
superior returns in excess of the FTSE
All-Share Index by providing investors
with public access to private equity
returns from a diversified portfolio of
fast-growing, unquoted companies.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
2023: OCI performance
Creating value
Net Asset Value
Resilient performance
Delivering returns
Total NAV Return per Share
Total Shareholder Return
£1,207m
See OCI NAV
4%
See KPIs
18%
See KPIs
2023: Balance sheet and distributions
Increased cash position
Cash
£207m
Consistent returns
Dividend per share
4.5p
Investing in growth
Outstanding fund commitments
£1,015m
See balance sheet
See Chair's statement
See KPIs
2023: Portfolio performance
Delivering growth
LTM EBITDA growth
14%
Strong investment portfolio
Exceptional returns
EV/EBITDA ratio
Realised gross Money Multiple
16.4x
13.7x
See Portfolio KPIs
See Portfolio KPIs
See Portfolio KPIs
6
Oakley Capital Investments / Annual report 2023 / Why invest in OCI?
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Why invest in OCI?
Available to all
Historically, private equity has been walled off from retail investors –
it’s right there in the name. But listed private equity means anyone
can access this market. Private equity invests its funds in privately
owned businesses across all sectors, from recognisable household
names to companies with significant growth potential. The private
equity funds' adviser helps these companies maximise their value
during the shareholding period.
Buying shares in a listed private equity company provides access to
the performance of the private companies they back. OCI’s
partnership with Investment Adviser, Oakley Capital, has delivered
sustained, strong performance over the years and has helped build
credibility for the listed private equity sector. An important
contribution to the democratisation and availability of this wider asset
class.
Watch video: What is listed private equity?
7
Oakley Capital Investments / Annual report 2023 / Why invest in OCI?
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Why invest in OCI?
Valuable partner
The success of OCI’s investment adviser, Oakley Capital (‘Oakley’), is built
on proprietary origination – more than 75% of deals are secured
uncontested.
Central to the ability to repeatedly source and execute attractive deals is
Oakley’s entrepreneurial culture. Oakley was conceived by entrepreneurs to
be the partner of choice for entrepreneurs and this spirit lies at the heart of
the firm’s culture. Investing with a focus on building deep, long-standing
relationships across the Oakley network over the last 20 years has laid the
foundations for future growth as the firm benefits from their help in
sourcing, unlocking and executing deals, and driving value creation across
the portfolio.
Watch video: Finding the best investments
8
Oakley Capital Investments / Annual report 2023 / Why invest in OCI?
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Why invest in OCI?
Sector-focused
growth across the
cycle
Returns are primarily driven by profit growth in a diversified portfolio of
fast-growing private businesses across four defined Oakley investment
strategies.
Their business models are predominantly focused on tech-enabled services
and resilient, recurring revenues that have delivered strong trading
performance.
The Oakley Funds' portfolio has enjoyed strong, sustained earnings growth,
benefitting from accelerating long-term trends such as the increasing
adoption of digital solutions by businesses and consumers, and growing
demand for quality, accessible education.
Watch video: How do you create value?
9
Oakley Capital Investments / Annual report 2023 / Key performance indicators
OCI KPIs
The total NAV Return per Share, including dividends, was 4%
for the year to 31 December 2023. The total return includes
42 pence of valuations gains in the underlying portfolio
companies offset by 12 pence of unrealised foreign exchange
loss due to the 2% movement in EUR:GBP.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
NAV per Share
684p
Total NAV Return per Share
4%
Total Shareholder Return
18%
Importance
Represents the underlying value of
each share.
Performance
Driven by the growth of the underlying
investments, OCI's NAV per Share has
increased to 684 pence in the year, net
of a 4.5 pence dividend paid to
shareholders.
Importance
Represents shareholder value creation
through dividends and NAV growth.
Performance
While the total NAV Return per Share
decreased compared to prior years,
the financial performance in the
underlying portfolio companies
remained strong, increasing OCI's
valuation gains by 42 pence during the
year. This was offset by 12 pence of
foreign exchange loss.
Importance
Represents a shareholder’s return on
investment through dividends received
and share price growth.
Performance
Total Shareholder Return was 18% for
the year compared to 4% for the FTSE
All-Share Index.
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 bases 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.
10
Oakley Capital Investments / Annual report 2023 / Key performance indicators
Oakley Funds KPIs
Oakley originates proprietary opportunities for its Funds
across its four focus sectors: Technology, Consumer,
Education and Business Services.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Invested by OCI during the year1
£175m
Proceeds to OCI during the year1
£266m
Realised gross Money Multiple
13.7x
Importance
Demonstrates the activity during the
year through capital deployment for
future returns.
Performance
£175 million was deployed into
investments during the year, including
Fund V's reinvestment in IU Group,
new platform and follow-on deals, and
venture investments across the growth
cycle.
Importance
Represents the value realised by OCI
from its investments in the Oakley
Funds. Generates cash to meet the
commitments of existing and future
funds and to manage share buy back
programme.
Performance
OCI's look-through share of proceeds
was higher than in prior years
following an exit and refinancings that
totalled £266 million.
Importance
Demonstrates the underlying gross
returns of the Oakley fund investments
during the year.
Performance
During the year, Oakley Fund III exited
IU Group achieving a 13.7x realised
gross money multiple.
1. Time Out has been excluded from the metric as it is still held by OCI directly.
Please see Glossary for definition of OCI’s key performance indicators.
11
Oakley Capital Investments / Annual report 2023 / Key performance indicators
Oakley PE Portfolio KPIs
OCI’s underlying private equity (‘PE’) portfolio1 of asset-light,
tech-enabled businesses continued to deliver earnings
growth despite the macro-economic environment.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
LTM EBITDA growth
14%
EV/EBITDA ratio
16.4x
Net debt/EBITDA ratio
4.2x
Importance
Demonstrates the earnings growth of
the underlying portfolio companies
which drives the performance of OCI’s
investments.
Performance
Despite the macro-economic
uncertainties and market volatility
during the year, the underlying
portfolio companies remained resilient
resulting in a weighted average
EBITDA growth of 14%.
Importance
Helps investors determine the value of
the Company's underlying portfolio.
Performance
The weighted average EV/EBITDA
multiple of OCI's underlying
investments increased to 16.4x in the
year, reflecting a change in Oakley's
portfolio mix.
Importance
Represents the leverage of the
underlying investments in which OCI
indirectly invests, and the extent to
which earnings cover these debts.
Performance
The weighted average Net Debt/
EBITDA ratio of OCI’s portfolio
remained broadly stable in the year
demonstrating the stability and
resilience of OCI’s underlying portfolio
of investments during a time of high
interest rates.
1. Oakley PE Portfolio KPIs do not include Oakley Venture Funds (Touring Fund I and PROFounders III).
Please see Glossary for definition of OCI’s key performance indicators.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
12
Oakley Capital Investments / Annual report 2023 / Other metrics
Other metrics
Average entry multiple
12.4x
Five-year CAGR
20%
Discount to NAV
28%
Importance
Refers to the price the Company paid
for the underlying investments at
entry.
Performance
The average entry multiple reduced
from 13.6x in the period as a result of
Oakley’s strong origination network
enabling access to deals at lower
multiples.
Importance
Annualised Total NAV Return per
Share calculated over a five-year
period. A measure of consistent
quality growth of the portfolio.
Performance
The continued growth of the
underlying tech-enabled portfolio
continued to deliver a five-year CAGR
above 20% for OCI.
Importance
Relationship of NAV return to
shareholder return.
Performance
OCI’s discount to NAV has reduced
from 37% to 28% over the last twelve
months (LTM), driven by continued
strong asset growth and effective
communications and transparency.
Please see Glossary for definition of OCI’s key performance indicators.
13
Oakley Capital Investments / Annual report 2023 / Business model
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Business model / Understanding Oakley
Who we are
OCI’s Investment Adviser is Oakley Capital, a pan-European private
equity investor, that backs private businesses across four core
sectors.
This section explains the relationship between OCI and Oakley, and
the unique network that underpins our investment approach.
Oakley Capital Investments (‘OCI’)
Oakley Capital (‘Oakley’)
Provides liquid access to a portfolio of
high-quality private companies and
market-leading returns by investing in
the Funds managed by Oakley.
• Invests in Oakley Funds, enabling investors to
Leading private equity firm specialising
in fast-growing, mid‑market companies
across the Technology, Consumer,
Education and Business Services
sectors.
share in the growth and performance of high-
• Unique origination capabilities and proven value
quality, private companies in attractive sectors
creation strategies
• Board of Directors safeguards the interests of
• Focus on key sectors underpinned by
shareholders
accelerating megatrends
See Oakley Capital Investments
See Oakley Capital
14
Oakley Capital Investments / Annual report 2023 / Business model
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Business model / OCI
Oakley Capital
Investments
OCI offers shareholders consistent long-term returns by providing
exposure to private equity investments, where value is typically
created through market growth, mergers and acquisitions (M&A)
and performance improvements.
z
Our purpose
P
E
R
Our strategic objective
Our Board's oversight
Our ESG-focused Board
To provide investor
To generate long-term,
An independent Board
To support growth in a
access to private equity
superior returns in
focused on governance,
responsible, sustainable
and the strong
excess of the FTSE All-
transparency and
manner, encouraging
investment returns it
Share Index by providing
shareholder interests.
Oakley Capital to
generates.
Our purpose
public access for
investors to private
equity returns from a
diversified portfolio of
fast-growing, unquoted
companies.
Why invest in OCI?
Governance
integrate ESG
(environmental, social
and governance) into
the investment and
portfolio engagement
process.
Sustainability and ESG
15
Oakley Capital Investments / Annual report 2023 / Business model
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Business model / Oakley Capital
The Oakley
difference
OCI’s Investment Adviser is Oakley Capital, a pan-European private
equity firm, which specialises in investing in and developing fast-
growing companies across four sectors – Technology, Consumer,
Education and Business Services.
Deal origination
Value creation
Oakley’s success is built on its network
of entrepreneurs, many of whom it has
backed on multiple deals, and who go
on to invest in the Oakley Funds and
introduce new opportunities.
“
Our entrepreneurial DNA means we are
the partner of choice for entrepreneurs:
we empathise with founders; we
understand their mindset; we anticipate
their priorities and concerns.
Oakley’s Investment Team works closely
with founders and management teams
to create sustainable value through
M&A, performance improvement,
business transformation and ESG
integration.
“
Our tech-enabled portfolio and our
focus on sticky, recurring revenues
provide valuable income visibility and
predictability, which further underpin
the valuations of our companies.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
16
Oakley Capital Investments / Annual report 2023 / Business model
The Oakley difference / Strong focus on four sectors with underlying growth drivers
Technology
{
Business migration to the
cloud
Companies looking to
deliver efficiency and
productivity gains through
digitisation.
Education
D
Growing global demand
for high-quality accessible
learning
Online platforms and
market consolidation are
delivering provision at
scale.
Consumer
x
Consumer shift to online
Several regions and
sectors are ripe for digital
disruption.
Business Services
h
Providing mission-critical
tech-enabled services
Help businesses succeed
in an increasingly complex,
data-driven economy.
Total invested in 2023
£175m
The Oakley difference / A differentiated deal-sourcing network
Business founder network
Navigating complexity
Oakley’s business founder network provides
Successful track record of navigating complexity
privileged access to off-market opportunities and
across multiple dimensions: carve-outs, founder-
creates frequent repeat partnerships.
led and complex stakeholder management.
90%
>75%
Primary deals since inception
Uncontested deals since inception
17
Oakley Capital Investments / Annual report 2023 / Business model
The Oakley difference / Proven value creation strategies
Oakley value creation strategy
1. Buy and build
Oakley provides the expertise and resources to help portfolio companies source
and execute acquisitions. These include transformative deals that enable them to
scale up quickly and expand into new products or markets, as well as roll-up
strategies that add smaller acquisitions to a larger platform and enable
consolidation in fragmented markets. To date, Oakley has supported its portfolio
companies with over 165 bolt-on acquisitions.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Oakley value creation strategy
2. Business
transformation
Oakley works with management teams to leverage digital tools and skills in
order to meaningfully enhance the way a company does business, from
migrating its services online to launching new e-commerce channels. Improving
the quality and predictability of earnings by shifting sales to a software as a
service (SaaS) or recurring revenue model can have a meaningful impact on
valuations. Today, over 70% of Oakley’s current portfolio is digital/tech-enabled.
18
Oakley Capital Investments / Annual report 2023 / Business model
Oakley value creation strategy
3. Performance
improvement
Oakley helps businesses reach their potential by deploying a range of tools to
enhance their performance. Achieving marketing excellence is one effective
method and the firm has deep experience working with portfolio companies to
identify the optimal marketing channels that will help them to build their brand.
Investment in marketing can be complemented with other performance
enhancement tools, such as improving yield management and boosting cross-
selling.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Oakley value creation strategy
4. Talent acquisition
A key asset in any business is human capital, and Oakley helps portfolio
companies attract and retain the best talent. In the case of corporate carve-outs,
Oakley can assemble entire new management teams as well as recruit for critical
roles such as sales, marketing, technology and finance. With founder-led
businesses, Oakley will often strengthen management by building out a team to
support entrepreneurs or formulating a succession plan.
19
Oakley Capital Investments / Annual report 2023 / Portfolio activity
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Portfolio activity
Key new
investments:
Total £175m
This section summarises new Oakley fund investments in 2023,
with amounts shown being those made by OCI on a look through
basis (as explained in the Glossary).
See Glossary
20
Oakley Capital Investments / Annual report 2023 / Portfolio activity
Portfolio activity / New investments
2023
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
February / Fund IV / Investment
Fund IV increased its investment in
Bright Stars to take advantage of a
promising pipeline of acquisition
opportunities.
Bright Stars
£5m
See more about Bright Stars
March / Origin Fund / Investment
Origin Fund portfolio company vLex
completed the bolt-on acquisition of Fastcase,
a leading US legal intelligence business.
vLex
£7m
See more about vLex
March / Fund IV / Investment
Fund IV acquired a minority stake in Thomas’s,
a group of premium co-educational
independent schools in London.
Thomas's
£14m
See more about Thomas's
21
Oakley Capital Investments / Annual report 2023 / Portfolio activity
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
June / Fund V / Investment
Fund V invested in IU Group, the largest,
and fastest-growing university in
Germany and a global leader in
education technology, alongside
Oakley’s continuation fund.
IU Group
£66m
See more about IU Group
August / Fund IV / Investment
Fund IV portfolio company Affinitas
completed the bolt-on acquisition of
Torrequebrada International College
(CIT), a leading K12 school.
Affinitas
Education
£8m
See Affinitas case study
December / Fund V / Investment
Oakley Fund V acquired Flemming Dental,
Excent, and Artinorway Group in a carve-out
from European Dental Group, a leading pan-
European oral care and services provider, to
form one of the leading dental laboratories
groups in Europe, Liberty Dental Group.
Liberty Dental Group
£33m
See Liberty case study
22
Oakley Capital Investments / Annual report 2023 / Portfolio activity
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
December / Fund IV / Investment
Fund IV made a second additional investment
in Bright Stars during the year to take
advantage of a promising pipeline of
acquisition opportunities.
Bright Stars
£4m
See more about Bright Stars
December / Origin I / Investment
7NXT, which owns and operates fitness
platform Gymondo, completed the bolt-
on acquisition of 7Mind, a leading player
in the German digital healthcare sector
with a focus on promoting digital mental
wellbeing.
Gymondo
£4m
See Gymondo case study
December / Origin I / Investment
Fund IV acquired a stake in Webcentral DEH
('Webcentral'), a leading Australian domains,
hosting and e-mail provider, in a carve-out from
its parent, Webcentral Limited.
Webcentral
£3m
See more about Webcentral
23
Oakley Capital Investments / Annual report 2023 / Portfolio activity
Touring I / Investments
Touring I acquired four AI-powered
investments during the year.
Touring I
£24m
See more about Touring I
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
PROfounders III / Investments
PROfounders III acquired two investments
during the year.
PROfounders III
£1m
See more about PROfounders III
24
Oakley Capital Investments / Annual report 2023 / Portfolio activity
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Portfolio activity
Key realisations and
refinancings:
Total £266m
This section summarises Oakley fund realisations and refinancings in 2023,
with amounts shown being those realised by OCI on a look through basis
(as explained in the Glossary).
See Glossary
25
Oakley Capital Investments / Annual report 2023 / Portfolio activity
Portfolio activity / Realisations and refinancings
2023
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
June / Fund III / Disposal
Fund III exited its stake in IU Group, the
largest, fastest growing university in
Germany, to Oakley's continuation fund,
backed by co-investors, and to Oakley
Fund V.
IU Group
£240m
See more about IU Group
November / Fund III / Refinancing
As a result of continued strong performance
and cash generation, Cegid completed a
refinancing during the year.
Cegid
£22m
See more about Cegid
December / Fund IV / Refinancing
idealista continued its strong performance in
2023, delivering growth across all three of its
core geographies of Spain, Italy and Portugal,
and as a result, completed a refinancing.
idealista
£4m
See more about idealista
26
Oakley Capital Investments / Annual report 2023 / Chair's statement
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Chair's statement
Delivering an 18%
return for shareholders
“OCI continues to offer one of the
most accessible ways to gain
exposure to this asset class through
one of Europe’s best performing
private equity (“PE”) managers. As a
Board we are proud of not only OCI’s
consistent performance but the role it
plays in democratising PE.”
Caroline Foulger Chair
2023 marks yet another year of market and macro-economic uncertainty. It is therefore testament to
OCI’s resilience and the active management by its Investment Adviser Oakley Capital that, in spite of
the unsettled nature of the global economy and investor sentiment, the Company continued to deliver.
OCI’s underlying, diversified private equity portfolio of 28 companies collectively achieved another
year of double-digit earnings growth, helping Net Asset Value (NAV) grow 4% to reach £1.2 billion.
Most importantly, total shareholder return was 18%, taking OCI's annualised five-year total shareholder
return to 24%. The gain this year is more than double the performance of the FTSE All-Share Index and
OCI again ranks as one of the leading investment company performers.
With dysfunctional public equity markets and cost of debt remaining high, the importance of and
opportunities for private equity (PE) has never been greater. OCI continues to offer one of the most
accessible ways to gain exposure to this asset class through one of Europe’s best performing private
equity (“PE”) managers. As a Board we are proud of not only OCI’s consistent performance but the
role it plays in democratising PE. To this end our focus remains on strong governance, transparent
communication, the optimisation of OCI’s performance through effective cash management and
taking continued steps to rationalise the portfolio with the active management of the two direct
investments, building on the progress we made in 2023.
Consistent performance
Total Shareholder Return
18%
See OCI NAV
Strong earnings growth
Organic LTM EBITDA growth
14%
See Investment Adviser's report
27
Oakley Capital Investments / Annual report 2023 / Chair's statement
Valuations
OCI’s 4% increase in NAV during the period is modest compared to its historic performance. It reflects
a cautious approach to trading outlook and portfolio company valuation multiples. Performance
across the portfolio was robust with around two thirds of the companies owned for more than 12
months increasing in value, thanks largely to growth in earnings.
The Board is focused on ensuring the integrity of valuations, strong governance and controls, and
effective cash management to ensure we meet our commitments and are able to continue to invest
for future growth. The Board remains confident that the Investment Adviser’s process for determining
NAV continues to be robust and rigorous, underpinned by regular, quarterly assessments of the entire
portfolio and validated by an annual review from an independent third party. The Board is further
reassured by the historic trend for Oakley to exit businesses at or above their carrying value, which to
date averages a premium of 35%.
Overall, the underlying, largely tech-enabled portfolio was held at an 16.4x EBITDA multiple. That
compared with year-end multiples of c.28x for the Nasdaq and c.25x for the S&P 500.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
“
The Board continues to have full confidence in
Oakley and its Fund strategy, with commitments
at year end totalling just over £1 billion (£929
million at the beginning of the year), now spread
across 8 Funds, including Origin II and Touring
which were launched in 2023.
Caroline Foulger Chair
Portfolio Transactions
In a period when market-wide M&A activity slumped amid high borrowing costs and economic
uncertainty, the Board is pleased to see the Investment Adviser continuing to deliver, with a string of
new investments across its four core sectors. Market disruption can generate attractive opportunities
as company founders look for alternative sources of finance as well as expert know-how on M&A,
internationalisation and other growth levers, and situations like these favour highly experienced,
focused investors such as Oakley.
Direct investments
The Board continues to work towards the resolution and value maximisation of OCI’s two direct
investments of Time Out and North Sails. As explained in more detail in the Direct investments section,
steps taken in 2023 included facilitating the closure of Fund I which rationalised OCI's Time Out
holdings in a single direct stake, giving us greater autonomy over our holding and converting OCI’s
outstanding North Sails loans and accrued interest into preferred equity. This was done in conjunction
with a wider organisational and capital restructure of the North Sails Group which improves OCI’s
overall security, creates an incentive for redemption and helps simplify the North Sails’ capital
structure, enhancing the attraction of the business to future investors.
It is important to note that these two companies have emerged strongly from the pandemic. The
organisational changes made by Oakley over the last few years have led to improved performance and
profitability and we are encouraged by the prospects for both companies, which were two of the
biggest contributors to NAV growth in the period.
28
Oakley Capital Investments / Annual report 2023 / Chair's statement
Robust investment strategy
Invested during the year
£175m
Strong returns
Proceeds received during the year
£266m
See New investments
See Oakley Funds
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Cash and commitments
The Board continues to have full confidence in Oakley and its Fund strategy, with commitments at
year end totalling just over £1 billion (£929 million at the end of December 2022), now spread across
eight Funds, including Origin II and the new Touring strategy, which were launched in 2023. OCI is
invested across the Oakley family of Funds which now spans the full life cycle of a business, from
venture, growth and mid-market, providing diversified exposure to a broad range of businesses across
four core sectors. As in prior years, our commitments are expected to be drawn over the next five
years. OCI’s cash at 31 December 2023 was £207 million, which, together with a renewed and
expanded credit facility of £175 million and proceeds from anticipated future realisations, provide OCI
with sufficient liquidity to meet expected drawdowns over the next few years.
Responsible investing
The Board and Oakley remain firmly committed to delivering an investment strategy and process that
generates financial returns in a sustainable way. During the period, we were pleased to see the
Investment Adviser continuing to add skills and capabilities to further expand and professionalise the
Oakley platform to better meet the needs of portfolio companies. Oakley has set itself – and its
investee companies – ambitious targets to measure and ultimately reduce their carbon footprint and
further develop their equity, diversity and inclusion. The Board both encourages and welcomes this
focus as we are very conscious of the need to build resilience into the portfolio business models and
that our retail and institutional investors pay close attention to climate risks and the measures that
companies are taking to mitigate them. I recommend that you read Oakley’s second annual
Sustainability Report, which lays out the Investment Adviser’s ambitions in greater detail.
Effective communications
In order to aid investment decision-making and attract a wider audience to listed PE, we continue to
focus on and develop how and what we communicate. Our aim is to provide greater clarity on our
process and the activities and prospects of the underlying Funds and in doing so fulfil our mission of
democratising access to private equity.
This year saw the relaunch of our website and social media channels, a revised Factsheet and the
publication of our inaugural digital first, web-based annual report. We are pleased to be one of the first
investment companies adopting this digital format, which has allowed us to provide more detail and
disclosure, in a dynamic and accessible format. These efforts are driving the Company’s growing
appeal to private investors, who through the three largest retail trading platforms now own over 16% of
OCI shares, a number that has trebled in the last three years. It is gratifying to see these
communication initiatives receive external validation of our approach through awards and
commendations, including Investment Company of the Year 2023 at the Investment Week awards.
“
These efforts are driving the Company’s
growing appeal to private investors, who
through the three largest retail trading platforms
now own over 16% of OCI shares, a number
which has trebled in the last 3 years.
Caroline Foulger Chair
29
Oakley Capital Investments / Annual report 2023 / Chair's statement
Discount
OCI’s share price ended the year trading on a 28% discount to its NAV per Share, narrower than the
sector average and lower than 37% a year ago. While the continuing discount is disappointing, the
Board is confident that our sustained focus on driving consistent performance, on strong governance,
on transparency and communications, and on scale and liquidity will reduce and then eventually close
this discount over time. A greater understanding of the strength of our underlying portfolio companies
– their recurring revenues, their asset-light business models, their use of low leverage and their market-
leading positions – will hopefully lead to greater confidence in their ability to perform and grow in
value in spite of a prevailing market backdrop.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Dividend
Full-year dividend per share
4.5p
Share ownership
Value of shares bought back since 2020
£57m
Why invest in OCI?
Shareholder information
Capital allocation
OCI’s purpose is to deliver sustained and above market capital growth. To do so we prioritise new
investments for future returns, taking advantage of Oakley’s pipeline of investment opportunities by
consistently allocating capital to the Oakley Funds.
A share price discount of the current scale presents a secondary investment opportunity and the
Board has demonstrated its commitment to buying back shares to enhance shareholder value. Since
2020, the Company has purchased £57m of its shares, the 2nd highest of any listed PE company and
>20% of all shares bought back in the sector. While OCI’s current cash is required to meet
commitments made over the last three years, we regularly review anticipated fund drawdowns and
projected liquidity, to determine if cash is available for further buy-backs and will continue to do so as
part of our active consideration of capital allocation to maximise value to shareholders.
Reflecting our capital growth model and in line with dividend payments over recent years, total
dividends of 4.5 pence per share were paid during the period.
Outlook
The many sources of market uncertainty somewhat eased towards the end of 2023, but we believe will
persist in some form in 2024 and beyond. The Board draws confidence from OCI’s sustained strong
performance through this period, delivering NAV growth that is underpinned by a portfolio
consistently delivering strong corporate earnings. It is an endorsement of OCI’s strategy of investing
behind Oakley Funds, and an endorsement of the Investment Adviser’s 20 year track record and we
are optimistic about the future.
Caroline Foulger Chair
13 March 2024
30
Oakley Capital Investments / Annual report 2023 / Oakley PE Portfolio overview
Oakley PE Portfolio overview
A strong, tech-enabled portfolio The Oakley PE
Funds invest primarily in unquoted, pan-European
businesses across four sectors: Technology,
Consumer, Education and Business Services.
We set out below the private equity portfolio overview. See Touring I and
PROFounders III for Oakley's venture fund strategies.
Total OCI portfolio
Portfolio value
£1,197.2m
(Dec 2022: £1,213.8m)
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
{ Technology
Portfolio value
£274.9m
x Consumer
Portfolio value
£506.8m
D Education
Portfolio value
£246.1m
h Business services
Portfolio value
£169.4m
The Total Portfolio is the fair value of OCI’s investments, comprising of the Oakley Funds’ investments on a look-through basis and OCI’s Direct
Investments. See the Glossary for a reconciliation of the Total Portfolio to OCI’s NAV. The portfolio overview charts above exclude the venture fund
portfolio investments of Oakley Capital PROfounders III and Oakley Touring I, which amounted to £2.5 million and £24.7 million respectively.
1. Please refer to Education portfolio section.
31
Oakley Capital Investments / Annual report 2023 / Oakley PE Portfolio overview
The largest contributors to NAV growth in the portfolio are summarised below.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Education IU Group
The largest and fastest-growing
university group in Germany.
IU has continued its growth trajectory in
2023, with revenue and adjusted EBITDA up
>30% and >35% against the prior year,
respectively. Intake in Germany continues to
grow against the prior year, with total
students now at >140k. IU also continued its
growth in B2C International during the year.
The integration of LIBF (The London
Institute of Banking & Finance, UK) and
UFred (University of Fredericton, Canada)
add-ons is ongoing with the first students
having signed up for fully UK accredited IU
online degrees.
See Education sector
NAV per Share uplift
+10p
Fair value
£85.2m
Consumer North Sails
North Sails comprises a portfolio of
market-leading marine brands
focused on providing high-
performance products for the world’s
sailors.
North Sails achieved revenue and EBITDA
growth of 18% and 32% respectively versus
prior year. All divisions of the group are
performing ahead of their prior year
performance with the exception of
Actionsports, which experienced softer
performance due to a broader market
slowdown that is expected to normalise in
2024. The Apparel division continues to
grow, with EBITDA more than double the
prior year-end position; Sails remains strong,
with year-end revenues up by 16% on prior
year partly due to consistently high order
intake. The Masts business also continues to
trade well, in part due to higher productive
hours in the factory. As a result of North
Sails’ strong performance, the group was
one of the three largest contributors to NAV
growth in the portfolio during the year.
In 2023, North Sails completed a refinancing
process with a new bank syndicate on a five
year term.
NAV per Share uplift
+9p
Fair value
£194.3m
See Consumer sector
Consumer idealista
The leading online real estate
classifieds platform in Southern
Europe.
idealista concluded 2023 with strong
growth at both revenue and EBITDA level.
Growth is coming from all three of idealista's
core geographies of Spain, Italy and
Portugal.
In each market is coming from a well-
balanced mix of price (ARPA), volume
(number of agent customers) and ancillary
services.
See Consumer sector
NAV per Share uplift
+7p
Fair value
£67.8m
32
Oakley Capital Investments / Annual report 2023 / Investment Adviser's report
Investment Adviser’s report
Oakley is well positioned to
continue delivering strong results
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
“Oakley has not been immune to the
macro and market turmoil of the last
few years. Yet we believe the Firm has
navigated this period well. Oakley’s
portfolio of investments have
consistently generated double digit
earnings growth, including 14% in 2023,
underpinning valuation uplifts.”
Steven Tredget Partner at Oakley Capital
Watch video: Annual results 2023
Uncertainty is the only certainty
It is an understatement to say that the global economy has suffered a few shocks over the last few years,
including a pandemic, geopolitical conflict and surging inflation. Some data points clearly illustrate the
enormous challenges that governments, companies and investors have faced: the largest drop in US GDP
in over 70 years in Q1 2020; the Nasdaq’s 150% rebound in the 18 months to October 2021; Eurozone
inflation surging to 11% in 2022. This incredible volatility across economies and markets has hurt corporate
earnings and valuations, and in turn impacted M&A: global dealmaking shrank 17% in 2023, according to
data released by the London Stock Exchange Group.
Private equity has not escaped this turmoil as deals from financial sponsors fell 30% this year compared
to the last. The industry and the companies it backs operate in the same global economy and are subject
to the same macro and market pressures. Reliance on cheap debt to drive returns has led many to
question whether private equity can continue to thrive in an era of higher borrowing costs. The challenge
for the industry now is to demonstrate that its tools and USPs, including a focus on control investments,
strong governance and long-term, patient capital, can continue to deliver strong outcomes for all
stakeholders, including investors and founders, in spite of the economic backdrop.
LTM EBITDA growth
Realised gross Money Multiple in the period
14%
13.7x
See Funds overview
See New investments
33
Oakley Capital Investments / Annual report 2023 / Investment Adviser's report
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Oakley’s consistent performance
Like other investors, Oakley has not been immune to the macro and market turmoil of the last few years.
Yet we believe the Firm has navigated this period well. Oakley’s portfolio of investments have consistently
generated double digit earnings growth, including 14% in 2023, underpinning valuation uplifts. This
growth is spread equally across our core sectors of Technology, Education, Consumer and now our
recently created fourth core sector, Business Services. Indeed, it is this diversification that helps deliver
downside protection as well as consistent performance and strong investment returns. Standout
performers include IU Group, which saw further strong enrolments, reaching the milestone of 140,000
students during the period; North Sails, which generated strong growth led by its sails, masts and apparel
business; testing, inspection, certification and compliance leader Phenna, which saw robust organic
growth and continued to successfully deliver on its buy-and-build strategy with 10 new bolt-ons during
the period; and online property portal idealista, which generated strong growth across its core markets in
Southern Europe. All these businesses are benefitting from the enduring tailwinds we often talk about,
including the shift to online solutions, business outsourcing and demand for quality education.
Meanwhile, Oakley’s businesses have remained highly attractive to other investors despite the wider
drop-off in M&A, including IU Group, which welcomed new blue-chip investors alongside Oakley Fund V,
including Goldman Sachs Asset Management, TPG GP Solutions, HarbourVest Partners, Glendower
Capital and Pantheon.
How has this performance been sustained? Quite simply, by sticking to the same origination, investment
and value creation strategies: focusing on repeatable playbooks where we can apply our track record and
experience to new investments, pursuing repeat partnerships with successful entrepreneurs, and
strengthening our position as partner of choice for exceptional founders and management teams.
Furthermore, if you look at any Oakley investment, you will also find a common set of characteristics that
define our businesses and provide an inbuilt resilience that helps them sustain their performance through
economic cycles: mostly digital-first, asset-light businesses, with highly predictable cash flows, operating
in non-cyclical markets and with low levels of debt. Looking ahead we are confident that this remains a
recipe for future success.
“
Instead of using debt to drive returns, we rely
instead on value creation drivers such as M&A,
digitalisation, internationalisation and talent
acquisition.
Avoiding a debt trap
The point about debt becomes especially important during periods of high inflation and borrowing
costs. Over the last two years, central banks have hiked interest rates at pace. This has pushed up
borrowing costs for consumers and businesses alike, in turn dampening spending, investment,
earnings and valuations. It makes M&A harder. It creates problems for companies that are
overleveraged. And interest rates may yet remain higher for longer, as renewed tensions in the Middle
East interrupt global trade and higher deficits in Western economies push up bond yields. The good
news for Oakley is we do not overleverage our companies, with average net debt/EBITDA of
4.2x times across the portfolio, offering a substantial equity cushion, and with appropriately flexible
covenants. Our newly-appointed Capital Markets Director works closely with our chief financial officers
to help them manage their capital structures efficiently and prudently. In short, instead of using debt
to drive returns, we rely instead on value creation drivers such as M&A, digitalisation,
internationalisation and talent acquisition. This means our companies and in turn our returns are less
impacted by higher borrowing costs.
34
Oakley Capital Investments / Annual report 2023 / Investment Adviser's report
“
Our new portfolio companies are all founder-led,
reinforcing our reputation as the partner of
choice for entrepreneurs.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
The partner of choice for founders
Oakley closed a record €4.8 billion from investors in 2023. This success means we have ample capital to
pursue attractive investment opportunities at a time when other investors may lack the necessary
resources and when founders and management teams may be looking for alternative sources of capital
to debt, as well as growth expertise to see them through an uncertain economic environment. In 2023 we
signed six new deals. Thomas’s London Day Schools extends our track record as one of Europe’s leading
investors in education assets, and adds to our existing K12 portfolio, including Affinitas and nursery group
Bright Stars, both of which also continued to deliver on their successful M&A strategy, with Affinitas
adding two schools in Spain taking its total to 16 private, English language schools with c.13,000 students.
While Bright Stars added 10 early years sites during the year, taking the total since Oakley’s acquisition to
54. We are particularly attracted to education businesses given strong pricing power, the growing global
demand for quality education and learning, and the fragmented nature of the underlying market. But it is
also the unique nature of these businesses and the priorities of the founders leading them, who care
deeply about brand reputation and quality teaching, that make Oakley the ideal partner: they appreciate
our specialist education skill set and track record, as well as our own entrepreneurial ethos and
empathetic approach to partnerships.
Other investments include a carve-out to create Liberty Dental Group, the start of a buy-and-build
strategy to create a leading dental labs group in Europe; Alerce, a leading logistics software business in
Spain, where we see the opportunity to pursue a similar consolidation strategy to enterprise software
business Grupo Primavera (now part of Cegid); Webcentral, a web hosting business in Australia that will
serve as the foundation for further add-ons; and our investment in UK auto repair chain Steer Automative
Group, which we announced post-year end. All these investments have several important characteristics
in common. They all operate in fragmented markets where we see the opportunity to pursue
consolidation strategies, an effective method of deploying capital in which Oakley excels and has
consistently demonstrated the ability to support management teams with building pipelines, as well as
M&A execution and post-acquisition integration. During the period, we helped our companies with 22
bolt-ons, taking the total to 165+ since inception.
Just as importantly, our new portfolio companies are all founder-led, reinforcing our reputation as the
partner of choice for entrepreneurs. In the case of Webcentral, this will be our fifth collaboration with
veteran hosting entrepreneurs Jochen Berger and Tom Strohe, following our successful, repeat
partnerships with Intergenia, HEG, WebPros and Contabo, and once again demonstrating Oakley’s ability
to leverage its network for attractive deal opportunities.
“
All these investments have several important
characteristics in common. They all operate in
fragmented markets where we see the
opportunity to pursue consolidation strategies.
35
Oakley Capital Investments / Annual report 2023 / Investment Adviser's report
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Investing in our platform
Along with deploying capital, for Oakley, 2023 was also a year to invest in our operating platform,
further professionalising our organisation to better serve the founders and management teams we
partner with. During the year we expanded our Sustainability team to help our portfolio companies
better deliver on our ESG priorities, namely building cyber resilience, addressing carbon footprints and
boosting employee diversity. In addition to our new Capital Markets Director, we also hired for new
positions, including a Head of Data to drive the better capture and analysis of data across our
businesses and our organisation, and a Head of Origination to identify fresh investment opportunities,
including for our existing portfolio companies.
During the year we also launched our new partnership with Touring Capital, which invests behind AI-
powered software companies, and has already made five platform investments. The team behind
Touring have previously helped to build three global venture investing platforms, including M12,
Microsoft’s venture fund, and are already busy identifying investment opportunities as well as lending
their expertise to our management teams. Leveraging their AI expertise will help us navigate this
exciting new technology, which is predicted to transform the way we all work and live.
More fundamentally, adding these skills to Oakley reinforces our attraction as the ideal partner to help
founders and management teams build successful businesses, as well as the employer of choice for
ambitious recruits.
Outlook
The latest economic data suggests uncertainty won’t go away in 2024. Investors already grappling
with the macro and market disruptions we previously discussed may now also have to contend with
political uncertainty, with no less than 50 elections around the world due to be held this year, including
the hotly-contested US presidential race as well as a UK general election. In this environment, we
remain confident that Oakley’s tried and tested origination and investment strategies coupled with our
effective active management will continue to help our portfolio companies thrive and keep delivering
the earnings growth that has underpinned our strong investor returns in recent years.
Steven Tredget
Partner at Oakley Capital
36
Oakley Capital Investments / Annual report 2023 / Oakley Fund strategies
Oakley Fund strategies
OCI is a cornerstone investor in the
Funds managed by Oakley Capital,
which partners with high-growth
European businesses across four
complementary sectors.
OCI offers shareholders the opportunity to invest
in a diversified portfolio of fast-growing private
businesses across four defined Oakley
investment strategies. The Touring Fund was
launched in 2023 and OCI invested for the first
time in a growth tech specific strategy.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Oakley Fund strategies
Investing across the company life cycle
Partnering with ambitious founders and disrupting markets through digital thinking
37
Oakley Capital Investments / Annual report 2023 / Oakley Touring Venture Fund
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Oakley Touring Venture Fund ('Oakley Touring' or 'Touring')
Next generation
software fund
Touring was founded in 2023 as a dedicated fund to invest
in and grow a new generation of enterprise software
companies globally. It brings together a diverse and highly
technical team who have previously worked together to
build a number of global venture investing franchises,
including Qualcomm Ventures and M12, Microsoft’s venture
fund.
38
Oakley Capital Investments / Annual report 2023 / Oakley Touring Venture Fund
Oakley Touring Venture Fund
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Next generation software The team will be investing a
dedicated pool of capital, targeting a strong pipeline of
investment opportunities in proven next-generation software
businesses for the modern worker, powered by generative AI.
Focused on growth prospects Touring will focus primarily on
Series B and C venture opportunities, investing in proven
businesses with strong and efficient growth prospects.
Fund commitment
OCI is one of a number of investors who have invested in Touring as at 31 December 2023
$100m
Pixis
Netradyne
AI-powered infrastructure platform that enables
Based in San Diego, Netradyne is a leading provider of
marketers to achieve significantly improved marketing
fleet management software that pairs cutting-edge AI
performance through campaign automation and
with real-time video monitoring to create a safe driving
optimisation. Since acquisition in Q3 2023, Pixis saw
system. Since acquisition in Q4 2023, Netradyne
continued sales momentum, particularly across the
demonstrated continued growth, with the non-Amazon
expansion opportunities with existing enterprise logos,
segment delivering very healthy growth at 79% year-on-
and continues its agency acquisition strategy to drive
year (y-o-y).
margin uplift.
Numa
Exaforce
Provider of AI-powered communications software that
Founded in 2023 and headquartered in California,
enables service departments of US automotive retail
Exaforce is a cybersecurity software company for cloud
dealerships to automate and enhance customer service
security operations teams. The cybersecurity market is
operations. Numa has continued its strong growth
large and growing, with several viable avenues for
trajectory following acquisition in the last quarter of 2023.
Exaforce to capture wallet share. Exaforce has seen
The business delivered strong sales momentum,
strong sales momentum since acquisition in Q4 2023,
penetrating independently-owned dealerships and a
signing new customers in the period with more to follow.
handful of the largest dealership groups in the US,
The business is refining its core value proposition
including Penske and Lithia.
following customer feedback, to become the PowerBI or
Tableu equivalent for product cubersecurity data.
39
Oakley Capital Investments / Annual report 2023 / Oakley Capital PROfounders Fund III
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Oakley Capital PROfounders Fund III / OCI commitment
Early-stage
investing
PROfounders Fund III is part of the Oakley Capital family of
venture funds, and focuses on early-stage, venture capital
investments in entrepreneur-led, private businesses, backing
disruptive business models that leverage technology to improve
and transform customer experiences. OCI has made a €30 million
commitment to PROfounders Fund III.
Scaleup Finance
nilo.health
A fractionalised CFO proposition to fast-growing SMEs,
A B2B mental health solution for employees, based in
based in Copenhagen. During 2023, Scaleup
Germany. nilo.health performed strongly in the final
successfully expanded its operations to the UK,
quarter of 2023, accelerating ARR growth and closing
improved its gross margin with customers and almost
several enterprise pilots. Its focus for 2024 is improving
doubled its revenues. The company is now closing a new
its growth efficiency.
round of financing to drive further growth in 2024.
Dash Games
Islacare
Founded by experienced games veterans, Dash is a
A platform for clinicians to securely receive, review, and
London-based studio looking to build free-to-play
store rich media data directly from patients. Despite a
mobile games. In Q4 2023, Dash Games went live in test
softer trading environment due to NHS budget cuts,
markets with its first game Puzzle Punks. A full-scale
Islacare has a healthy pipeline for 2024 and is exploring
launch will take place in the first half of 2024.
new growth avenues, including international expansion,
primarily to the US.
40
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Funds overview
Total realised gross returns of 4.5x and
68% average realised gross IRR across
all Funds since Oakley’s inception.
Proceeds in 20231
Realisations and refinancing
£266m
Investments in 20232
New investments
£175m
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Funds overview
OCI is a listed investment company with the objective of
providing consistent, long-term returns in excess of the FTSE
All-Share Index by investing in the Funds managed by Oakley
Capital, thereby benefiting from any performance generated
by a leading private equity manager. Oakley leverages its
differentiated business founder network to source attractive
investment opportunities and then applies proven value
creation strategies to accelerate sustainable growth.
Total outstanding commitments to Oakley Funds were £1,015
million at the year-end. During the year, OCI made a
commitment of $100 million in Oakley Touring Venture Fund,
which focuses on AI-powered software companies, and €190
million in Origin II, which will continue the strategy of its
predecessor fund, Origin I, backing tech-enabled businesses
across Europe's lower mid-market. These commitments are
expected to be deployed in new investments over the next five
years, funded with existing balance sheet cash as well as
expected proceeds from future realisations. Furthermore, Fund
I distributed its last remaining investment, Time Out, as it
reached the end of its investment period on 30 November
2023 and commenced its wind up process.
The Company also extended its multi-currency revolving credit
facility for a further two years and obtained increased
commitments from lenders to £175 million, with an option to
increase by a further £50 million.
Oakley Private Equity Funds
Oakley Fund V
Oakley Fund IV
Oakley Fund III
Fund size: €2,851m
Fund size: €1,460m
Fund size: €800m
OCI commitment: €800m
OCI commitment: €400m
OCI commitment: €326m
OCI outstanding commitment:
OCI outstanding commitment:
OCI outstanding commitment:
£567m
£108m
£44m
Oakley Fund II
Oakley Origin II
Oakley Origin I
Fund size: €524m
OCI commitment: €190m3
OCI outstanding commitment:
£12m3
Fund size: €750m
Fund size: €458m
OCI commitment: €190m
OCI commitment: €129m
OCI outstanding commitment:
OCI outstanding commitment:
£160m
£56m
Oakley Venture Funds
Oakley Touring I
Oakley PROfounders III
Fundraising underway
OCI commitment: $100m
Fund size: €77m
OCI commitment: €30m
OCI outstanding commitment:
OCI outstanding commitment:
£44m
£22m
1 Realisations and refinancings on a look-through
basis. See Glossary for further details.
2 New investments on a look-through basis. See
Glossary for further details.
3 Fund II is currently in the latter stage of its
realisation phase. Therefore, OCI's outstanding
commitment is unlikely to be called.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
41
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Fund V
Vintage
Launch of Fund V
2022
Fund size
Value of Fund V
€2,851m
OCI commitment
€800m
OCI outstanding commitment
£567m
Fund V launched in 2022 and held its final close in 2023.
The Fund targets investments in mid-market companies
with enterprise values up to €500 million, where the
anticipated investment will average at least €125 million.
As at year-end, Fund V held five investments having
made two acquisitions during the year.
Outstanding OCI commitment as a % of NAV
47%
Current investments
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
42
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Fund IV
Vintage
Launch of Fund IV
2019
Fund size
Value of Fund IV
€1,460m
OCI commitment
€400m
OCI outstanding commitment
£108m
Fund IV targets investments in mid-market companies
with enterprise values in the range of €100 million to
€400 million, where the anticipated investment is at least
€50 million. As at year-end, Fund IV held ten investments
having made one acquisition during the year.
Outstanding OCI commitment as a % of NAV
9%
Current investments
K12 investments
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
43
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Fund III
Vintage
Launch of Fund III
2016
Fund size
Value of Fund III
€800m
The Fund’s investment period closed in 2019, however, it
continues to explore opportunities to maximise the value
of its current investments. As at year-end, the Fund held
four investments following its exit from IU Group during
the year.
Current investments
OCI commitment
€326m
OCI outstanding commitment
£44m
Outstanding OCI commitment as a % of NAV
4%
7.8x
Realised gross Money Multiple
84%
Realised gross IRR
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
44
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Funds I and II
Fund II
Vintage
Launch of Fund II
2013
Fund size
Value of Fund II
€524m
Fund II was Oakley’s second fund and is now in the latter
stages of its realisation phase, with two investments
remaining, North Sails and Daisy Group.
The Fund will continue to focus on increasing the value of
the portfolio by supporting revenue and EBITDA growth
while closely monitoring the wider market and exit
environment.
Current investments
3.1x
Realised gross Money Multiple
59%
Realised gross IRR
Fund I
Vintage
Launch of Fund I
2013
Fund size
Value of Fund I
€288m
During the year, Fund I distributed to investors its last
remaining investment, Time Out, as it reached the end of
its investment period. Fund I is in the process of being
liquidated.
2.0x
Realised gross Money Multiple
36%
Realised gross IRR
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
45
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Origin II
Vintage
Launch of Origin II
2023
Fund size
Value of Origin II
€750m
OCI commitment
€190m
OCI outstanding commitment
£160m
During the year, OCI made a €190 million commitment to
Oakley Capital Origin Fund II, which was launched in
2023. Origin II will continue the strategy of its
predecessor fund, backing tech-enabled businesses
across Europe's lower mid-market. The Company made
its first contribution into the fund to cover fund expenses
and management fees.
Outstanding OCI commitment as a % of NAV
13%
Current investments
No investments held as at 31 December 2023
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
46
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Origin I
Vintage
Launch of Origin I
2021
Fund size
Value of Origin I
€458m
OCI commitment
€129m
OCI outstanding commitment
£56m
The Origin I Fund is Oakley’s first vehicle focused on
investing in lower mid-market companies, building on the
firm’s successful history in this segment. The Fund
continues to identify opportunities and deploy capital,
investing in one new portfolio company and additional
follow-on investments.
Outstanding OCI commitment as a % of NAV
5%
Current investments
47
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Touring I
Vintage
Launch of Touring I
2023
Fundraising underway
OCI commitment
$100m
OCI outstanding commitment
Oakley Touring I launched in 2023. The Fund will invest in
proven next-generation enterprise software companies
powered by generative AI. Further closings are scheduled
£44m
in 2024.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Outstanding OCI commitment as a % of NAV
4%
Current investments
48
Oakley Capital Investments / Annual report 2023 / Oakley Funds overview
Oakley Capital PROfounders III
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Vintage
Launch of Capital PROfounders III
2022
Fund size
Value of Capital PROfounders III
€77m
PROfounders III launched in 2022 and had its final close
during the year. PROfounders III made two acquisitions
during the year.
OCI commitment
€30m
OCI outstanding commitment
£22m
Outstanding OCI commitment as a % of NAV
2%
Current investments
49
Oakley Capital Investments / Annual report 2023 / Direct investments
Direct investments
The Board continues to work with the Investment Adviser towards the
resolution and value maximisation of OCI’s direct investments in both
Time Out and North Sails.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Time Out
An important step towards progressing OCI’s position in
value maximisation, with OCI now having greater agency
Time Out was the liquidation of Fund I at the end of 2023.
over the investment in the business and better positioned
Fund I was the first Oakley Fund established in 2007, OCI
for next steps.
was the cornerstone and largest investor with a 70%
holding. Immediately prior to liquidation the Fund’s final
remaining investment was in Time Out. Additionally OCI
had an outstanding loan plus interest to Fund I. Several
steps were required to arrive at a single direct investment
in Time Out which creates a stronger position for an OCI
realisation in due course.
In 2023, the business performance of Time Out improved
significantly as it continued its post-Covid recovery with
further progress in driving profitability and operational
cash generation, as well as multiple avenues to drive future
growth, including the opening of more markets, growing
the media audience and further integrating the media and
markets divisions to drive additional revenues and improve
In summary, both the loan to Fund I and the investment in
the audience experience. The quoted share price increased
Fund I were settled to OCI, along with the other Fund
from £0.375 at year end 2022 to £0.535 at year end 2023.
investors by way of an inspecie dividend in Time Out
Time Out was the fifth largest contributor to NAV growth
shares. Following the liquidation of Fund I, OCI now has a
in 2023.
direct equity holding of 38% of Time Out (previously a 37%
beneficial interest through a direct and indirect holding)
See update on Time Out's performance
and a direct loan to Time Out of £6 million. This represents
a first step towards OCI’s objective of a realisation and
North Sails
OCI holds an indirect equity interest in North Sails Group
group, exercisable on or after June 30, 2025. The warrants
through Fund II. Additionally, OCI had, from 2014,
are reduced proportionally by the value of any redemption
provided loan financing to different parts of the North
of OCI preferred equity before June 30, 2025. The
Sails Group. At the beginning of the year, the outstanding
conversion of the loans to preferred equity improves the
loans along with accrued interest amounted to £147
security position of OCI, incentivises earlier redemption
million. As part of a group wide organisational and capital
and provides potential additional equity upside in a
restructuring of the North Sails Group the OCI loans (and
business that is now performing strongly. Additionally, the
accrued interest to December 31, 2023) were converted
simplification of the North Sails Group capital structure,
into preferred equity in a newly created North Sails
positions the business more attractively to external
holding company.
investors.
The Board’s primary objective is to secure accelerated
North Sails achieved revenue and EBITDA growth of 18%
repayment of the £147 million of preferred capital from
and 32% respectively over the prior year and was one of
North Sails with incentives created to achieve this by June
the largest contributors to OCI NAV growth in 2023.
30, 2025. Under the conversion terms, the preferred equity
will initially carry a 0% coupon increasing to 5% from
See update on North Sails' performance
January 1, 2025. In return for the reduced coupon rate, OCI
obtained warrants equivalent to a 5% strip across the
50
Oakley Capital Investments / Annual report 2023 / OCI NAV overview
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
OCI NAV overview / Investment performance
Consistent long-
term returns
OCI's NAV grew from £1,167 milion to £1,207 million, 684 pence per
share. A Total NAV per share return of 4% since 31 December 2022
Watch video: What is NAV?
Oakley Fund Investments
Oakley Fund Investments made
Direct Investments
Direct Investments made up 18%
Cash and Other
Cash and Other made up 17% of
up 65% of NAV at year end (Dec
of NAV at year end (Dec 2022:
NAV at year end (Dec 2022: 9%).
2022: 75%). Fund Investments
16%). The increase in NAV for
Cash increased during the year
decreased during the year
direct investments was driven by
following Fund III’s exit from IU
following Fund III's exit from IU
the underlying performance of
Group.
Group and cash realisation to OCI.
both North Sails and Time Out
reflected in the increased
valuation of the former and the
improved stock price of the latter.
£788m
£219m
£200m
51
Oakley Capital Investments / Annual report 2023 / OCI NAV overview
Investments
During the year, Oakley continued to originate proprietary
opportunities for its Funds across its focus sectors. OCI made a
total look-through investment of £175 million attributable to:
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
New investments
Investments and reinvestments
£140m
Follow-on investments
Building portfolio strength
£35m
Comprising an investment in premium schools group
Including vLex’s acquisition of Fastcase in the Origin
Thomas’s London Day Schools, Liberty Dental Group,
Fund and Affinitas’s acquisition of CIT in Fund IV
Webcentral, the reinvestment in IU Group in Fund V and
venture investments in Touring I
Proceeds
OCI’s look-through share of proceeds from exits and refinancings
during the year amounted to £266 million, consisting of:
Realisations
Proceeds from exits
£240m
Refinancings
Proceeds from refinance
£26m
Exit of IU Group in Fund III at a gross realised return of
Both Cegid and idealista completed refinancings in
13.7x
Fund III and IV respectively, demonstrating the quality of
their earnings growth
52
Oakley Capital Investments / Annual report 2023 / OCI NAV overview
Value movement in 2023
Increase in NAV during the year
Movement in NAV (£m)
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
was driven by £73.9 million net
realised and unrealised gains,
offset by £23.3 million unrealised
foreign exchange loss.
Net earnings in 2023
£47.5m
Decrease in investments was
driven by a £221.0 million
distribution following the IU Group
disposal by Fund III during the
year.
Realised and unrealised gains on
investments
£50.6m
A resilient performance from a
well-rounded portfolio of
companies.
This chart summarises the ten
largest movements in realised and
unrealised gains/(losses) of the
portfolio companies during the
period on a look-through basis.
Movement in the value of investments (£m)
Movement in the value of portfolio companies (£m)
See ‘Attribution analysis’ definition within the Glossary for an explanation of methodology.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
53
Oakley Capital Investments / Annual report 2023 / OCI NAV overview
Funding profile of Oakley Funds
Funding profile:
In the year, OCI announced a commitment of €190 million
(£162 million) to Origin II Fund. OCI’s total commitments of
£1,015 million are expected to be funded over the next five
years through the following means:
• Cash and available credit: at year-end, cash and available
credit was £382 million. During the year, OCI agreed a £175
The additional considerations below are factored in when
assessing OCI’s unfunded commitments against its liquidity
sources:
• Uncalled commitments: Oakley Funds are not expected to
call all commitments as the manager aims to retain
flexibility. Therefore, a proportion of commitments are likely
to remain uncalled.
million revolving credit facility with major lenders, thereby
• Net cash flows: Oakley Fund Investments have historically
increasing OCI’s flexibility and liquidity. There is an option to
started to return cash during the investment period, with
increase the facility by a further £50 million subject to
the cash available to fund future cash requirements.
agreement by all parties.
• Proceeds from future realisations: the staggered profile of
the Oakley Fund Investments is expected to generate
Therefore, the net cash funding requirement is likely to be
substantially lower than fund commitments, based upon
historical performance.
regular and ongoing proceeds for OCI as the Funds
• The Board aims to strike the right balance between
progress through their life cycle. Fund I is now closed and
maximising NAV growth through commitments to, and
Fund II is in the latter stage of its life cycle, while Fund III is
deployment via, the Oakley Funds and other capital
within its realisation phase and is expected to generate
allocation considerations, and ensuring an appropriate cash
significant proceeds over the short and medium term. Fund
contingency is maintained.
IV is moving into its realisation phase, with its first full exit
and a partial exit completed in 2022. As the Oakley
portfolio matures, the Oakley Funds will distribute disposal
proceeds to OCI, which will support a thoughtful capital
management plan designed to maximise shareholder return
over the long term.
• Direct investments: at year-end, Direct Investments were
£219 million, comprised of equity and a loan to Time Out
and preferred equity in North Sails. These are expected to
be realised in the short to medium term, in line with the
Board’s stated ambition to focus on Oakley Fund
Investments.
Modelled cash flow forecasts are stress tested to give comfort
that the amounts being committed are sufficient to optimise
NAV growth while also ensuring adequate liquidity to meet
these future fund commitments. The OCI Board is, therefore,
confident that it will have sufficient funds to meet its
commitments through the investment horizon of the Funds.
OCI is able to commit more to the
funds than its immediate liquidity:
When a new fund is launched there are
initial net cash outflows during the
investment stage as portfolio
companies are acquired. Later, as
refinancings and exits are made, there
are inflows back to OCI as it receives
distributions from portfolio
divestments. This creates a cashflow J
curve for each fund as shown in the
diagrammatic representing the cash
life cycle of each fund – outflows
followed by inflows. As there are
multiple Oakley Funds, launched at
different times, there is overlap
between cash inflows from older funds
selling and refinancing assets and cash
outflows from the newer funds buying
assets, which creates a steadier cash
flow stream for OCI. This allows OCI’s
total commitments to exceed the
immediate liquidity it has access to.
54
Oakley Capital Investments / Annual report 2023 / OCI NAV overview
Fund sources
This chart represents OCI's available
sources to fund its unfunded
commitments, which amounted to
£1,015 million as at 31 December 2023.
Capital calls will be funded mainly
through cash and available credit,
proceeds from future realisations, and
disposal of Direct Investments. Please
see above for further details.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
1. Note expectations regarding amounts to be called are based on projections and as such is subject to
volatility due to market shifts and unforeseen events. Actual results may vary from these projections.
Outstanding commitments as at 31 December 2023
Fund
Fund I & Fund II
Fund III
Fund IV
Fund V
Origin II
Origin I
Touring I1
PROfounders III
Outstanding £m
Cash and available credit £m
Net outstanding commitments £m
* Converted to GBP at 31/12/2023 FX Rate.
Total
commitment
€m
Outstanding
€m
Outstanding
£m*
392.4
325.8
16.1
50.5
400.0
125.0
800.0
654.3
190.0
129.3
91.6
30.0
184.3
65.3
50.1
25.5
14.0
43.8
108.4
567.2
159.8
56.6
43.4
22.1
1,015.3
382.2
633.1
1. Touring I denominated in US dollars. For consistency purposes, we have reported its commitments in EUR.
55
Oakley Capital Investments / Annual report 2023 / OCI NAV overview
OCI's underlying investments (look-through basis)
Sector
Region
Year of
investment
Residual cost
£m Fair value £m
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Fund V
Contabo
Facile
Phenna
IU Group
Liberty Dental Group
Total investments
Other assets and liabilities1
OCI's investment in Fund V
Fund IV
Technology
Germany
Consumer
Italy
2022
2022
Business Services United Kingdom 2022
Education
Germany
Business Services Netherlands
2023
2023
Wishcard Technologies Group
Consumer
Germany
Ocean Technologies Group
Technology
Norway
2019
2019
2020
2020
2021
Technology
Switzerland
Consumer
Germany
Consumer
Spain
Consumer
United Kingdom 2021
Education
United Kingdom 2021
Business Services Canada
2022
Education
United Kingdom 2022/2023
Consumer
Italy
Education
Germany
Technology
Spain
2020
2017
2019
Consumer
United Kingdom 2020
WebPros
WindStar Medical
idealista
Dexters
Bright Stars
TechInsights
K12 Investments2
Total investments
Other assets and liabilities1
OCI's investment in Fund IV
Fund III
atHome
Schülerhilfe
Cegid
Iconic BrandCo
Total investments
Other assets and liabilities1
OCI's investment in Fund III
Fund II
North Sails
Daisy
Total investments
Other assets and liabilities1
OCI's investment in Fund II
Consumer
USA
2014
Technology
United Kingdom 2015
44.2
8.6
1. Other assets and liabilities include non investment related line items such as debtors and creditors balances.
2. Please refer to Education portfolio section.
32.5
42.8
70.9
66.9
33.0
0.0
21.0
43.9
32.4
32.5
13.6
36.7
39.5
35.3
0.1
30.3
42.9
21.6
33.0
52.3
81.6
85.2
32.9
285.0
(157.7)
127.3
8.7
53.7
68.9
19.3
67.8
31.7
41.6
43.2
38.7
373.6
(56.6)
317.0
8.2
63.4
95.8
20.9
188.3
2.3
190.6
49.9
2.3
52.2
1.3
53.5
56
Oakley Capital Investments / Annual report 2023 / OCI NAV overview
Sector
Region
Year of
investment
Residual cost
£m Fair value £m
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Fund I
Other assets and liabilities1
OCI's investment in Fund I
Origin II
Other assets and liabilities1
OCI's investment in Origin II
Origin I
Gymondo
ECOMMERCE ONE
ACE Education
Seedtag
Vice Golf
vLex
Webcentral
Total investments
Other assets and liabilities1
OCI's investment in Origin I
Consumer
Germany
Technology
Germany
Education
France
Technology
Spain
Consumer
Germany
Business Services Spain
Technology
Global
2020
2021
2021
2021
2022
2022
2023
Oakley Capital PROfounders III
PROfounders Fund III investments
Technology
Total investments
Other assets and liabilities1
OCI's investment in Oakley PROfounders III
Touring I
9.4
5.9
11.6
0
11.3
12.2
3.2
2.6
Oakley Touring I investments
Technology
2023
24.7
Total investments
Other assets and liabilities1
OCI's investment in Touring I
Direct Investments
Time Out
North Sails
Total Direct Investments
Total Cash
Other liabilities / debtors
Total net assets
Consumer
United Kingdom 2010
Consumer
USA
2014
–
–
74.9
144.4
219.3
207.2
(7.3)
£1,207.0
1. Other assets and liabilities include non investment related line items such as debtors and creditors balances.
£0.7
£0.7
£3.3
£3.3
14.8
8.0
17.2
10.0
13.9
11.7
3.2
78.8
(19.1)
59.7
2.5
2.5
0.1
2.6
24.7
24.7
8.4
33.1
57
Oakley Capital Investments / Annual report 2023 / Sector focus: Technology
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Technology overview
Investing
across digital
markets
Oakley has built a successful track record in backing
technology-led businesses.
58
Oakley Capital Investments / Annual report 2023 / Sector focus: Technology
Technology overview
Investing across digital markets Oakley’s first
investments were in TMT, demonstrating the firm’s
early track record as a tech investor. This laid the
foundations for subsequent investments in niche
sectors where Oakley excels, including web
hosting and cloud-based SaaS solutions.
We set out below the private equity technology sector investments. See
Touring I and PROFounders III for Oakley's venture fund investments.
Total % of OCI NAV
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Oakley PE technology sector investments
Investment
Cegid
WebPros
Ocean Technologies Group
Contabo
Seedtag2
ECOMMERCE ONE
Webcentral
Daisy
Total OCI valuation
Fund3
Fund III
Fund IV
Fund IV
Fund V
Origin Fund
Origin Fund
Origin Fund
Fund II
OCI residual cost
(Funds)1
£m
42.9
43.9
21.0
32.5
0.0
5.9
3.2
8.6
OCI fair
value
£m
95.8
68.9
53.7
33.0
10.0
8.0
3.2
2.3
274.9
% of
OCI NAV
7.9%
5.7%
4.0%
2.7%
0.8%
0.7%
0.3%
0.2%
1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.
2. Entire cost invested in Seedtag has been returned.
3. The table excludes venture funds investments of Oakley Capital PROfounders III and Oakley Touring I, which amounted to £2.5 million and £24.7
million respectively.
.
Technology portfolio
Alerce case study
59
Oakley Capital Investments / Annual report 2023 / Sector focus: Technology
Technology portfolio
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
OCI valuation
Cegid
£95.8m
OCI valuation
WebPros
£68.9m
Cegid
Cegid is a European leader in enterprise
management software and cloud services.
Following the strategic combination of Grupo
Primavera with leading software provider
Cegid in 2022, the group continued to
perform well in 2023. Cegid’s YTD
consolidated revenue and EBITDA grew 18%
versus prior year. In Q4 2023, Cegid
completed a refinancing as a result of
continued strong performance and cash
generation.
WebPros
The WebPros Group comprises two of the
most widely used webhosting automation
software platforms, simplifying the lives of
developers and web professionals the world
over.
WebPros revenue and EBITDA grew slightly
above prior year for the full-year to December
2023, as a result of general market softening
which continued from 2022. On a group level,
the average revenue per licence (‘ARPL’) was
up 13% versus prior year. Despite lower
growth, the business continues to achieve
strong EBITDA margins of c.61% and remains
highly cash generative.
Ocean Technologies Group
The leading provider of maritime e-learning and
operational software worldwide.
In 2023, Ocean delivered run-rate revenue and
EBITDA growth of 2% and 5% respectively versus
prior year. The group continued to increase
average customer yield, by upselling the Ocean
Learning Platform (OLP) and cross-selling
Ocean's broader operational software product
suite. Product development also continued at
pace, with some key hires (including a chief
technology and product officer) and new e-
learning and software products in the pipeline to
meet the evolving needs of ship managers and
crew worldwide. The M&A agenda continues to
progress as the management team and Oakley
assess potential new additions to the group.
OCI valuation
Ocean Technologies Group
£53.7m
60
Oakley Capital Investments / Annual report 2023 / Sector focus: Technology
OCI valuation
Contabo
£33.0m
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Contabo
A leading cloud infrastructure provider
offering hosting services to developers and
SMEs, with over 300,000 customers from
~180 countries.
Contabo delivered revenue and EBITDA
growth of 15% and 11% respectively versus the
prior year. The business felt the impact of a
slightly higher than expected churn rate,
particularly in the virtual private server and
dedicated hosting businesses. The
management team is implementing various
measures to accelerate growth and tackle
churn, including strengthening the customer
support function, which needs to be levelled
up to support the impressive growth of the
business over the last few years.
Seedtag
A global leader in contextual
advertising.
Seedtag continued to perform
well in 2023, with revenue growth
circa 50% versus prior year.
Management continues to be
focused on expanding the
product/offering suite, with
particular focus on developing the
US market, which was launched in
2022. Seedtag has also
successfully accelerated growth in
Germany and Benelux on the back
of securing key strategic,
international blue-chip clients.
OCI valuation
Seedtag
£10.0m
ECOMMERCE ONE
A leading provider of e-commerce
software in the DACH region.
OCI valuation
ECOMMERCE ONE
£8.0m
Revenue across the ECOMMERCE
ONE group grew 30% versus prior
year, as a result of first-time
consolidation of Marmalade and
Makaira revenues, the two businesses
acquired by the group in H1 2023, as
well as increased SaaS revenues from
the Afterbuy business.
61
Oakley Capital Investments / Annual report 2023 / Sector focus: Technology
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Webcentral
A leading Australian domains, hosting and email
provider.
Webcentral has performed well since acquisition
in October 2023, delivering revenue and EBITDA
growth of 8% and 10% respectively versus prior
year. Webcentral offers an extensive portfolio of
digital services to over 240,000 small and
medium businesses as well as enterprises across
Australia and New Zealand. The company is
growing profitably with high cash conversion
rates as more SMEs seek to digitise their business
models.
OCI valuation
Webcentral
£3.2m
Daisy
The UK’s number one independent provider
of converged B2B communications, IT and
OCI valuation
Daisy
£2.3m
cloud services.
For the nine months to December 2023
(March YE), Daisy delivered revenue and
EBITDA growth of 8% and 4% respectively
versus the prior year, following good
performance from both the Daisy
Communications (SMB) and Daisy Corporate
Services (DCS) divisions of the group. The
SMB division saw strong performance from
mobile, boosted by the iPhone launch, and in
Hosted Voice and Cloud IT with the transition
to IP, although this was partially offset by the
expected decline in legacy products such as
fixed call usage and bundles.
62
Oakley Capital Investments / Annual report 2023 / Sector focus: Consumer
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Consumer overview
A strong platform
for growth
Oakley has a long track record of investing in distinctive online and
offline brands loved by consumers.
63
Oakley Capital Investments / Annual report 2023 / Sector focus: Consumer
Consumer overview
Distinctive brands loved by consumers The shift
to online commerce is accelerating as consumers
embrace D2C channels and engage with brands
on social media. Oakley has leveraged its
expertise in digitalisation and M&A to build and
grow D2C channels, enabling our investments to
capitalise on the value captured.
Total % of OCI NAV
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Oakley PE consumer sector investments
Investment
North Sails
Time Out
idealista
Facile
North Sails
Dexters
Iconic BrandCo
WindStar Medical
Gymondo2
Vice Golf
Wishcard Technologies Group
atHome
Total OCI valuation
Fund
Direct
Direct
Fund IV
Fund V
Fund II
Fund IV
Fund III
Fund IV
Origin Fund
Origin Fund
Fund IV
Fund III
OCI residual cost
(Funds)1
£m
N/A
N/A
32.5
42.8
44.2
13.6
21.6
32.4
9.4
11.3
0.0
0.1
OCI fair
value
£m
144.4
74.9
67.8
52.3
49.9
31.7
20.8
19.3
14.8
13.9
8.7
8.3
506.8
% of
OCI NAV
12.0%
5.7%
5.6%
4.3%
4.1%
2.6%
1.7%
1.6%
1.2%
1.1%
0.7%
0.7%
1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.
2. Previously known as 7NXT.
Consumer portfolio
Gymondo case study
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
64
Oakley Capital Investments / Annual report 2023 / Sector focus: Consumer
Consumer portfolio
Direct Investments
OCI valuation1
North Sails
£194.3m
1. Direct preferred equity and indirect
investment via Fund II.
OCI valuation2
Time Out
£74.9m
2. Direct equity and debt investment.
North Sails
North Sails comprises a portfolio of
As a result of North Sails’ strong
performance, the group was one of the
market-leading marine brands focused
three largest contributors to NAV
on providing high performance
products for the world’s sailors.
North Sails achieved revenue and
EBITDA growth of 18% and 32%
respectively versus prior year. All
divisions of the group are performing
ahead of their prior year performance
with the exception of Actionsports,
which experienced softer performance
due to a broader market slowdown that
is expected to normalise in 2024. The
Apparel division continues to grow, with
EBITDA more than double the prior
year-end position; Sails remains strong,
with year-end revenues up by 16% on
growth in the portfolio during the year.
In 2023, North Sails completed a
refinancing process with a new bank
syndicate on a five year term.
As part of a group wide organisational
and capital restructuring of the North
Sails Group the OCI loans were
converted into preferred equity in a
newly created North Sails holding
company. The conversion of the loans to
preferred equity improves the security
position of OCI, incentivises earlier
redemption and provides potential
additional equity upside in a business
prior year partly due to consistently high
that is now performing strongly.
order intake. The Masts business also
continues to trade well, in part due to
higher productive hours in the factory.
See transaction details
and Markets delivering positive
adjusted EBITDA.
An important step towards progressing
OCI’s position in Time Out was the
liquidation of Fund I at the end of 2023,
which was settled via an in-specie
dividend of Time Out shares.
See transaction details
Time Out
A trusted global brand that inspires
and enables people to experience the
best of the city.
Time Out continued to show positive
momentum across the business during
the period. For the six-month period to
31 December 2023 (June YE), gross
revenue grew by 7% and adjusted
EBITDA for the group increased 151% to
£6.0m (2022: £2.4m), with both Media
The Group consists of two business lines:
Time Out Market demonstrated strong
Time Out Media’s growing audience
profitability and an expanding global
and high value campaigns are driving
footprint. The growing portfolio of 15
profitability, with global monthly brand
markets includes seven open, with
audience increasing by 12% in the six-
Cape Town opening most recently in
month period. Winning big-ticket
November 2023, and a further two
campaigns from an expanding client
under construction (Porto and
roster including a new Global campaign
Barcelona, both scheduled to open in
with Coca Cola spanning H2 FY24 and
2024). A further six sites are contracted
FY25, with continued demand from
to open between 2025 and 2027.
blue-chip brands for their unique
campaign solutions.
65
Oakley Capital Investments / Annual report 2023 / Sector focus: Consumer
OCI valuation
idealista
£67.8m
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
OCI valuation
Facile
£52.3m
idealista
The leading online real estate classifieds
platform in Southern Europe.
idealista concluded 2023 with strong growth
at both revenue and EBITDA level. Growth is
coming from all three of idealista's core
geographies of Spain, Italy and Portugal, and
in each market is coming from a well-
balanced mix of price average revenue per
account, volume (number of agent
customers) and ancillary services.
Facile
Italy’s leading online destination for
consumers to compare prices for motor
insurance, energy, telecoms and personal
finance.
Facile continued its positive growth
momentum throughout 2023, with net
revenue and EBITDA growth of 9% and 16%
respectively versus prior year, as well as
EBITDA margin improvement. The online
insurance business' topline grew 7% versus
prior year, due to a continued lower insurance
premium environment than expected, as well
as strong performance in Gas & Power, Loans
and Stores verticals.
Dexters
London’s leading independent chartered
surveyors and estate agents.
Dexters achieved revenue growth of 24% in the
twelve months to Dec-23 versus the prior year.
Lettings revenue continued to grow
throughout the year, up 39%, driven by market
share gains resulting in increased lettings
portfolio and also a shift towards more fully
managed properties. Despite rising interest
rates and continued economic uncertainty, the
business delivered strong sales exchange
income and ended the year with a healthy
sales pipeline. Dexters has successfully
integrated the London estate agents Marsh
and Parsons and Life Residential, acquired in
February and October 2023 respectively.
OCI valuation
Dexters
£31.7m
66
Oakley Capital Investments / Annual report 2023 / Sector focus: Consumer
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Iconic BrandCo
Leading consumer brands, Alessi and Globe-
OCI valuation
Iconic BrandCo
£20.8m
OCI valuation
WindStar Medical
£19.3m
Trotter, combined as the Iconic BrandCo.
Alessi performed well in 2023 with revenue
growth up 28% versus prior year,
predominantly driven by a material, high-
volume, supermarket loyalty programme.
Digital sales were also ahead of prior year
with DTC sales via Alessi.com growing by 18%,
offsetting some softness in the offline
channels. Globe-Trotter closed the 9-month
period to 31 December 2023 with revenue
growth of 11%. Over the same period, the retail
business revenues were up 25% versus prior
year, mainly driven by the recovery of the two
main retail markets, the UK and Japan.
WindStar Medical
Germany’s leading over-the-counter
consumer healthcare platform.
Following a challenging trading environment
in 2022, Windstar demonstrated an improved
performance in 2023, achieving double digit
revenue growth in the upper teens versus
prior year, and surpassing budget
expectations. This is primarily attributable to
the strong performance of the Consumer
Brands business, with flagship brand SOS
growing 13% against the prior year, and the
private-label business growing 12% against
the prior year. Adjusted EBITDA
outperformed prior year and budget.
Gymondo
Germany’s market leader in online fitness
subscription programmes focused on female
customers.
Gymondo grew its B2C subscriber base by c.7% year-
on-year in 2023, benefiting from net organic growth
in every month since April. This was mainly driven by
marketing initiatives that were spread throughout the
full year, as well as a new set up in performance
marketing which led to a more balanced marketing
mix of influencer and performance channels. At the
same time, Gymondo successfully increased its
EBITDA margin by ~4%pts., bolstered by strong B2B
trading, marketing efficiency and cost discipline. In
December 2023, 7NXT, which owns and operates
fitness platform Gymondo, acquired 7Mind,
strengthening its position as a holistic platform for
both physical and mental wellbeing.
See Gymondo case study
OCI valuation
Gymondo
£14.8m
67
Oakley Capital Investments / Annual report 2023 / Sector focus: Consumer
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Vice Golf
The leading digitally-native golf brand.
OCI valuation
Vice Golf
£13.9m
In 2023, Vice Golf delivered DTC revenue
growth of 2% versus prior year, driven by
slightly increased order volumes, offset by a
weakening US dollar which drove an average
order value decrease. The business continues
to successfully sign new pro shops across the
USA with a dedicated on-site sales team and
is now present in over 1,100 pro shops. In
June, Vice acquired a leading European golf
club fitting business in order to meaningfully
accelerate expansion into golf equipment.
Integration is well on track and the business
brings valuable custom fitting IP, data analysis
and product expertise.
Wishcard Technologies Group
Based in Germany, Wishcard Technologies
Group is a leading consumer technology
company in the gift voucher and B2B customer
and employee incentive solutions sector.
Wishcard continued to deliver strong growth in
2023, with revenue 30% ahead of prior year. The
retail segment is up 35% versus prior year, driven
primarily by increased brand awareness as well as
changes to the existing planograms. E-
Commerce grew 26% against the prior year, with
the highest sales recognised by B2C customers
ordering PDF vouchers. Strong development
within the segment has been driven by SEO
(search engine optimisation) improvements, as
well as optimisations in SEA (search engine
advertising) campaigns. Wishcard continued its
international growth story in 2023 with
expansions into the UK and France.
OCI valuation
Wishcard Technologies Group
£8.7m
OCI valuation
atHome
£8.3m
atHome
A digital group comprising a portfolio of
leading real estate and automotive online
classifieds and financial services.
Revenues for atHome Group were slightly
behind prior year for the six months to
December 2023, as a result of rising interest
rates and challenging market conditions in
the property market, particularly affecting
atHome Property and atHome Finance. The
group’s automotive (Luxauto) and tax
(Taxx.lu) divisions both achieved double-digit
revenue growth versus prior year.
68
Oakley Capital Investments / Annual report 2023 / Sector focus: Education
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Education overview
First-class
opportunities
Education is a core sector, with five investments taking us forward
with great confidence, ranging from online tertiary education and
after school tutoring to professional learning.
69
Oakley Capital Investments / Annual report 2023 / Sector focus: Education
Total % of OCI NAV
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Education overview
First-class opportunities Global demand for
quality, accessible education is growing. Oakley
has a strong track record as one of Europe’s most
prolific private equity investors in this sector.
Leveraging our experience in technology,
internationalisation and M&A, we have
successfully grown offline and online platforms
across primary, secondary and tertiary education
and professional learning.
Oakley PE education sector investments
Investment
IU Group
Schülerhilfe
Bright Stars
K12 Investments2
ACE Education
Total
Fund
Fund V
Fund III
Fund IV
Fund IV
Origin Fund
OCI residual
cost (Funds)1
£m
OCI fair value
£m
% of
OCI NAV
66.9
30.3
36.7
35.3
11.6
85.2
63.4
41.6
38.7
17.2
246.1
7.1%
5.3%
3.4%
3.2%
1.4%
1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.
2. Please refer to Education portfolio section.
Education portfolio
Affinitas Education case study
70
Oakley Capital Investments / Annual report 2023 / Sector focus: Education
Education portfolio
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
IU Group
The largest and fastest-growing university
OCI valuation
IU Group
£85.2m
group in Germany.
IU has continued its growth trajectory in 2023,
with revenue and adjusted EBITDA up >30% and
>35% against the prior year, respectively. Intake
in Germany continues to grow against the prior
year, with total students now at >140k. IU also
continued its growth in B2C International during
the year. The integration of LIBF (The London
Institute of Banking & Finance, UK) and UFred
(University of Fredericton, Canada) add-ons is
ongoing with the first students having signed up
for fully UK accredited IU online degrees.
OCI valuation
Schülerhilfe
£63.4m
Schülerhilfe
The leading provider of afterschool tutoring
across Germany and Austria.
Schülerhilfe experienced robust intake growth
throughout 2023, resulting in a 15% increase
in LTM revenue and a 21% increase in LTM
EBITDA compared with the prior year.
Operational efficiency improvements were
maintained, and enrolment levels remained
strong, exceeding pre-COVID levels by 37%
compared with 2019. This growth is
supported by a widespread network of more
than 1,100 centres and disproportionate
growth in online tutoring, ensuring
accessibility for students seeking academic
support.
Bright Stars
A leading independent group of premium
nurseries, providing pre-school childcare.
OCI valuation
Bright Stars
£41.6m
Bright Stars had a strong year, delivering
EBITDA growth of 8% versus prior year. The
business made ten acquisitions during 2023,
bringing the total number of nurseries acquired
under Oakley’s ownership to 54. The current
pipeline of UK acquisitions is strong, with
several deals expected to close in Q1 2024. The
Group is one of the highest quality large
nursery operators in England, with one third of
nurseries rated Ofsted Outstanding in 2023
versus a UK average of 15%.
71
Oakley Capital Investments / Annual report 2023 / Sector focus: Education
See Affinitas case study
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
K12 Investments
K12 Investments consists of Oakley’s
OCI valuation
K12 Investments
£38.7m
investments in Thomas’s and Affinitas, which
both continue to operate as independent
platforms.
For the 12 months ending 31 August 2023, the
K12 Investments traded ahead of budget,
delivering revenue and EBITDA growth of 9%
and 13% versus prior year, respectively. In
2023, Affinitas signed the acquisition of
seven schools, bringing the total group to 16
schools, with a strong further pipeline of M&A
across Europe and the Americas. Thomas’s
acquired a 105,000 sq ft freehold site in
Richmond, which will cater to >600
secondary students. This will enable Thomas’s
to deliver education to its students from
kindergarten to year 12.
ACE Education
A leading higher education platform focused on
sports management, design, fashion and
hospitality.
For the financial year to August 2023, ACE
Education delivered revenue and EBITDA growth
of 38% and 20%, respectively, vs prior year. ACE
Education's 2022/23 enrolment campaign
performed strongly on the back of marketing
investment, seven new campus openings and the
expansion of ACE's apprenticeship offering. As a
result, new student enrolment grew by 56% year-
on-year and total enrolments grew by 33% year-
on-year. The business is working on further new
campus openings, new programme launches and
online programme development to help deliver
continued growth.
OCI valuation
ACE Education
£17.2m
72
Oakley Capital Investments / Annual report 2023 / Sector focus: Business Services
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategic report / Business Services overview
Mission-critical
services
Providing mission-critical, tech-enabled services that
help customers succeed.
73
Oakley Capital Investments / Annual report 2023 / Sector focus: Business Services
Total % of OCI NAV
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Business Services overview
Mission-critical services Growing regulation and
demand for productivity are driving demand for
services and information that help businesses
succeed in an increasingly complex, competitive
and data-driven economy. Oakley invests across a
range of highly attractive niche sectors, including
B2B information platforms and testing,
inspection, certification and compliance (TICC)
providers, helping them shift to recurring
revenues and internationalising their business.
Oakley PE business services sector investments
Investment
Phenna
TechInsights
Liberty Dental Group
vLex
Total OCI valuation
Fund
Fund V
Fund IV
Fund V
Origin Fund
OCI residual cost
(Funds)1
£m
70.9
39.5
33.0
12.2
OCI fair
value
£m
81.6
43.2
32.9
11.7
169.4
% of
OCI NAV
6.8%
3.6%
2.7%
1.0%
1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.
Business Services portfolio
Liberty case study
74
Oakley Capital Investments / Annual report 2023 / Sector focus: Business Services
Business Services portfolio
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Phenna Group
One of the fastest growing TICC groups
OCI valuation
Phenna Group
£81.6m
globally.
Phenna has continued to perform well in 2023
with respect to both organic growth and
M&A, achieving strong pro forma organic
revenue and EBITDA growth versus prior year,
and a total +45% increase in revenue and
+48% increase in EBITDA YoY. Phenna
acquired 16 businesses during the course of
the year, entering 7 new countries and
bringing total businesses in the group to 52.
The M&A pipeline remains healthy for 2024
with a number of opportunities in due
diligence.
TechInsights
TechInsights is the authoritative
semiconductor and microelectronics
intelligence platform, supporting clients in
innovation and decision-making through
independent research and analysis.
OCI valuation
TechInsights
£43.2m
In 2023, TechInsights revenue was broadly in
line with prior year, while run-rate EBITDAC
grew 7% versus prior year. While there was
limited headline revenue growth, run‐rate
recurring revenue continued to grow in
period, up 13% versus prior year, and now
makes up 82% of total run-rate revenues
(versus 74% a year ago). The modest revenue
performance is against a background of very
challenging conditions in the underlying
semiconductor market.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
75
Oakley Capital Investments / Annual report 2023 / Sector focus: Business Services
Liberty Dental Group
Establishing an independent business to
become a leader in the global dental lab
market.
Liberty Dental Group has performed well
since acquisition in August 2023, growing
both revenue and EBITDA versus prior year.
The company provides a comprehensive
range of services, including the design and
manufacture of dental prostheses (crowns,
bridges and dentures) and orthodontics
(braces, retainers and aligners), utilising
technology including CAD software,
computer-aided milling and 3D printing, as
well as local craftmanship. The company
currently services c.5,000 clinics across nearly
70 dental laboratories throughout Europe and
OCI valuation
management are working to build out the
Liberty Dental Group
pipeline of future M&A.
See Liberty case study
£32.9m
OCI valuation
vLex
£11.7m
vLex
A cloud-based legal information
subscription platform.
vLex performance continued positively to
December 2023. The company's sustained
focus on sales growth for the LTM to
December 2023 has delivered annual
recurring revenue growth of >10% year-on-
year. In March 2023, vLex acquired Fastcase, a
leading US legal intelligence business, to form
the world’s largest unified law firm subscriber
base and a library with more than one billion
legal documents from more than 100
countries. The business has continued to
focus on the development of its AI tool,
Vincent AI, and is receiving initial positive
market feedback on the trials.
76
Oakley Capital Investments / Annual report 2023 / Strategy in action
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategy in action / Technology case study
Alerce
Alerce is a leading transport management software provider to
logistics businesses in the ‘less-than-truckload’ market.
Alerce’s solutions are mission-critical to its customers and it has
market-leading positions across Spain, Latin America and France.
The fragmented European transport and logistics software market
presents an opportunity for Alerce to leverage Oakley's buy-and-
build expertise to expand into complementary markets.
Alerce is well placed to expand, both through organic product
development and targeted bolt-on acquisitions, and to continue its
record of profitable growth while increasing its recurring revenues.
See more about Alerce
Note: The Alerce acquisition was completed in 2024.
“
This collaboration will empower Alerce to expand our offering and
drive excellence in the transport and logistics sector, while
allowing us to access the global market.
Pablo Pardo Garcia CEO, Alerce
Alerce
Number of countries
11
Alerce
Daily cloud system users
15,200
See Technology overview
See Technology portfolio
77
Oakley Capital Investments / Annual report 2023 / Strategy in action
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Strategy in action / Consumer case study
Gymondo
Gymondo is the number 1 direct-to-consumer online fitness
subscription platform in the DACH region, offering high-quality
workout videos, customised fitness programmes and personalised
nutrition plans, as well as mindfulness content.
In September 2020, we acquired a majority stake in the business
from founder CEO Markan Karajica and Crosslantic Capital. Oakley is
partnering with Markan and the management team to accelerate and
scale Gymondo, both domestically and internationally.
The online fitness market is benefitting from the offline-to-online
shift as well as structural growth tailwinds such as increasing
consumer awareness of physical and mental health. This offers
significant headroom for continued expansion as consumers
increasingly value the convenience and accessibility of online fitness.
See more about Gymondo
“
We are thrilled to have found an experienced and dynamic partner
in Oakley, with a shared vision to accelerate the growth of the
company in the coming years, both in Germany and
internationally.
Markan Karajica Founder and CEO, Gymondo
Gymondo
Paying subscribers
Gymondo
Customers on a 12-month subscription
650,000+
90%+
See Consumer overview
See Consumer portfolio
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
78
Oakley Capital Investments / Annual report 2023 / Strategy in action
Strategy in action / Education case study
Affinitas
Education
Affinitas Education was established by education entrepreneur
Victor Lundsten with the intention of building a new, global K12
schools group.
Affinitas currently comprises nine premium, private schools with a
combined >13,500 students, and a large and growing pipeline of
active opportunities across Europe and the Americas.
K12 education is an attractive c.$3.5 trillion international market with
strong, long-term growth drivers. Global private-pay schooling
represents c.11% of this spend, and is expected to grow 7% p.a.
through to 2030 as families prioritise education spending, and
demand increases for English-speaking education as a path to
international universities and high-paying professions.
See more about Affinitas Education
Affinitas Education
Global K12 Education market
$3.5tn
Affinitas Education
Number of schools
16
See Education overview
See Education portfolio
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
79
Oakley Capital Investments / Annual report 2023 / Strategy in action
Strategy in action / Business Services case study
Liberty Dental
Group
Established as an independent business to become a leader in the
global dental lab market.
The company provides Europe-wide services including dental
prostheses (crowns, bridges and dentures) and orthodontics (braces,
retainers and aligners). The European dental lab market is large and
growing with strong customer stickiness, valued at approximately
€10 billion today. It is highly fragmented, offering opportunities for
value creation through buy-and-build.
Oakley is leveraging its network of entrepreneurs to execute an
ambitious strategy driven by organic growth, international expansion
and targeted M&A.
See more about Liberty
“
In Oakley, we have the ideal partner to support Liberty Dental
Group as it begins its next chapter as an independent business.
We are well-positioned to capitalise on the accelerating
digitalisation of dental laboratories.
Hidde Hoeve CEO, Liberty Dental Group
Liberty Dental Group
Clinics across Europe
5,000
Liberty Dental Group
Laboratories across Europe
70
See Business Services overview
See Business Services portfolio
80
Oakley Capital Investments / Annual report 2023 / Sustainability and ESG
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Report from the Head of Sustainability
We are determined
to lead by example
“At Oakley, being a responsible investor
means integrating environmental, social
and governance (ESG) themes into our
strategy and that of our portfolio
companies, seeking to reduce risk and
create long-term, sustainable value for
the investors who have entrusted us
with their capital.”
Aga Siemiginowska
Head of Sustainability, Oakley Capital
Watch video: ESG at Oakley
Oakley’s commitment to responsible investing involves incorporating environmental, social and
governance (ESG) principles into both our strategic framework and that of the companies we invest in.
This integration is key to mitigating risks and fostering long-term, sustainable growth, thereby
increasing opportunities to deliver lasting value to the investors who entrust us with their capital.
Supported by the OCI Board, in 2023 we achieved considerable progress in advancing our ESG
agenda and incorporating ESG considerations into our investment practices, our interactions with
portfolio companies and our overall conduct.
We recognize that our responsibilities extend beyond financial performance and believe that by
assisting our portfolio companies to develop and integrate ESG and sustainability into their business
operations they can help to contribute towards better outcomes for people and the planet.
We have been building upon the processes and practices established in the foundational years of our
engagement practices since 2021, with a focus on achieving three key objectives: developing a strong
and value-adding portfolio engagement programme, providing support to investment teams in
assessing ESG during due diligence, and enhancing Oakley’s own ESG practices.
We are proud of the progress we have made and are committed to continuous improvement by
engaging transparently with our stakeholders.
ESG timeline
Sustainability strategy
2020
ESG timeline
ESG report
2022
See Sustainability strategy
See ESG report
81
Oakley Capital Investments / Annual report 2023 / Sustainability and ESG
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
OCI Community Engagement Program
During 2023, OCI has actively developed its ESG and community engagement programme,
supporting a number of local organisation and charities in Bermuda, where OCI is headquartered.
These include Endeavour, a programme dedicated to making sailing accessible to all, regardless of
socio-economic background, skill level or physical ability, by providing youth with sailing learning
opportunities within a fun, safe, supportive and diverse environment. OCI is also working with the
Bermuda College Foundation, which provides ongoing dedicated fundraising support to Bermuda
College, an internationally recognised accredited community college, offering associate degrees,
certificates and diplomas in the areas of applied sciences, business, technology, hospitality and the
liberal arts. Through their partnership with OCI, 249 students were provided with financial assistance in
2023.
ESG at OCI
OCI, like Oakley, believes in the value creation opportunities presented by ESG initiatives. From a
Governance perpective, OCI, like Oakley, believe that transparency is at the core of being a responsible
investor and as such OCI was particularly pleased to receive, for two consecutive years, industry
awards and recognition for its annual reports, website and factsheet. OCI is committed to maintaining
high-standards of Governance and stakeholder communications.
Our ESG and Community Engagement Partners
OCI partners
Oakley partners
Oakley ESG
PRI performance
In 2023, Oakley scored 4/5
stars, outperforming PRI
median.
Visit PRI website
Logos represent organisations / bodies of which Oakley and/or OCI is a recognised supporter, signatory or member. The above firm level
CSR and climate-related initiatives do not have a direct bearing on investment decisions made for OCI or for Oakley-managed funds.
References to firm level initiatives do not require OCI or Oakley to engage with portfolio companies. Oakley is also a member or contributor
to other industry bodies and trade associations, which, at times, may adopt positions or undertake advocacy activities that are not consistent
with the aims or ethos of the organisations and initiatives referred to above.
ESG at Oakley
Oakley has continued to make the same sustainability journey as many of the companies within our
portfolio.
We measured our full scope 1, 2 and 3 carbon footprint last year, for the 2022 calendar year. This
included activity-based emissions for Scope 1 and 2, and a mixture of activity and spend-based
emissions for Scope 3, which excluded our investments. As we undertake this assessment for 2023, we
will look to move more towards activity-based emissions, where possible.
Alongside the climate impact of our operations, we have also been considering how a changing
environment may affect our operations. Later this year, Oakley will issue it first TCFD report, which will
highlight our efforts to understand how climate related risks and opportunities may impact our
business.
82
Oakley Capital Investments / Annual report 2023 / Sustainability and ESG
On the social side, Oakley’s approach to equity, diversity and inclusion (EDI) has been developing over
the last year, underpinned by the expansion of our internal capabilities, with the implementation of an
EDI committee comprising members from across the organisation. To help drive our EDI progress, we
have focused our attention on recruitment and career development. There has been a concerted effort
in diversifying our workforce – between 2021 and 2023, the makeup of the Oakley team globally has
shifted from 30% women to 47%. Our success in recruitment stems in part from developing our
approach to our partnership with recruiters, ensuring they present us with the best candidates from a
wide variety of backgrounds. Our focus now is on developing that talent towards leadership positions
via transparent, fair performance management processes and career development tools.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
“
We believe that transparency is at the core of
being a responsible investor, and we have made
great strides in this respect over the last two
years.
Aga Siemiginowska Head of Sustainability, Oakley Capital
We’ve also started our own internal network, the Oakley Women’s Leadership group, which brings
together many of our emerging and existing female leaders in a forum to share and support one
another’s development journey.
Cybersecurity is another area where we have seen rapid developments. Oakley’s seven-strong IT team
is led by the Chief Information Security Officer, who joined in 2023. Over the course of the last year,
Oakley has worked with external advisers to continually develop our cybersecurity and data privacy
postures, including a full cyber risk assessment.
We are extremely proud that the ESG initiatives undertaken at firm and portfolio level have resulted in
Oakley scoring 4/5 stars in the latest UNPRI reports for both the Private Equity and Policy, Governance
and Strategy Module, outperforming the PRI median in both categories.
Our efforts to promote ESG integration would not be possible without the support and leadership of
industry organisations and initiatives. From Level20 to the International Climate Initiative (ICI),
OutInvestors and the ESG Data Convergence Initiative (EDCI), these organisations provide
communities and pathways for us and our portfolio companies to continue to make progress on ESG.
We are grateful to be involved with each of them.
Active stewardship
We believe that Oakley’s focus on portfolio stewardship reflects an opportunity to develop robust ESG
practices. Our objective is to help companies understand how ESG can fit into their business strategy,
formalise an approach and support implementation. The first step in this process is building trust,
which begins during due diligence and continues during onboarding and regular engagement. Over
the last year, we met in person with all but one of our majority-owned portfolio companies. During
these meetings, we emphasise partnership, assess the unique position of each company and are
sensitive to other business needs while discussing ESG.
To support our portfolio, we continue to focus on three ESG themes: energy and climate change,
equity, diversity and inclusion (EDI), and cybersecurity. We organised our third annual ESG Forum in
November, which brought together our management teams with external advisers to discuss these
themes, along with ESG governance, to share and build knowledge and understand resources
available. As a result, we now provide our companies with resources and tools on each of these
themes, including a carbon accounting and decarbonisation strategy platform, EDI and employee
engagement survey and consultant, and annual cyber-maturity assessments.
83
Oakley Capital Investments / Annual report 2023 / Sustainability and ESG
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Looking ahead
Oakley is committed to integrating ESG and sustainability practices into how we operate and how our
portfolio companies develop. After several years of implementing foundational sustainability practices
for all our stakeholders, this year we will reassess our approach and revamp the sustainability strategy
to ensure it is fit for our growing organisation and a changing world. We believe in partnering with our
founders and teams to help them grow their businesses and integrate sustainability into that road
map. In order to support our growing investment team and portfolio, Oakley’s Sustainability Team has
grown as well. These additional full-time resources ensure that we have the technical skills and time to
support our stakeholders and drive the implementation of our long-term sustainability strategy. OCI
continues to support and encourage Oakley on its ESG efforts both at firm level, and with the portoflio
companies.
We recognise the global challenges faced by society in building a more sustainable future are complex
and multifaceted. As such, we remain committed to collaborating with our stakeholders to identify and
address the most pressing sustainability issues across our operations and our portfolio. We look
forward to the year ahead as we strive to improve and advance our sustainability efforts.
Aga Siemiginowska
Head of Sustainability, Oakley Capital
84
Oakley Capital Investments / Annual report 2023 / Sustainability and ESG
Our ESG priorities
ESG at Oakley is set out as a
proprietary framework to integrate
good business practices, future-proof1
investments and provide transparency
to stakeholders.
Oakley's portfolio-wide ESG priorities
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Based on the sectors Oakley primarily invests in, and aligning
to industry best practice as well as deep sector experience,
ESG topics that are most relevant to the investments have
been identified. This is the starting point when assessing ESG
during due diligence, when engaging with portfolio
companies and when defining firm-wide ESG priorities.
The materiality of ESG themes is assessed based on the
likelihood a risk or opportunity will be realised, and the
financial, reputational and regulatory impact it will have on the
business and wider stakeholders.
R
z
H
Energy and climate
change
Equity, Diversity &
Inclusion
Cybersecurity and data
protection
Integrated ESG at Oakley
1. References in this document to Oakley's aim to "future-proof” companies refer to Oakley's aim to ensure that companies are able to continue to grow and withstand the
shocks and stressors (economic and otherwise) of future events, including beyond Oakley's relationship with such companies.
85
Oakley Capital Investments / Annual report 2023 / Sustainability and ESG
Our responsible investment process
The Sustainability Team collaborates with the
Investment Team and provides support to portfolio
company management throughout this process.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
8
Initial
screening
Preliminary assessment
of ESG risks and
opportunities
<
Due
diligence
Due diligence carried out
using internal resources,
or external consultants as
appropriate, including:
Red flag assessment
Materiality assessment –
identification of
(company-specific) ESG
risks and opportunities
÷
Onboarding
programme
9
Monitoring
programme
»
Exit
support
ESG onboarding with
Oakley team
Active stewardship
including:
Addressing urgent
issues identified as part
of due diligence
Engagement with
company management
on ESG topics
Support in preparing for
ESG due diligence from
prospective investors
ESG vendor due
diligence as appropriate
Annual ESG monitoring
and review of progress
Company KPI reporting
to Oakley
ESG topics and progress
discussed at Board
meetings
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
86
Oakley Capital Investments / Annual report 2023 / ESG in action
ESG in action / Case study
North Sails
North Sails is a pioneering force in sailmaking, boasting an impressive legacy
marked by groundbreaking innovations and technological advances that have
revolutionised sailing.
As the global industry leader, North Sails is equally committed to finding
solutions for sustainable sails, low-impact manufacturing, the use of alternative
fibres and opportunities for material circularity. Earlier this year, North Sails
launched RENEW, a North Panel Laminate (NPL) sailcloth for cruising boats 25
to 45 ft. RENEW sailcloth is constructed from more than 90% sustainable
sources, with no sacrifice in performance or longevity. The launch of RENEW
sailcloth marks an important shift towards building more sustainable sails with
high-quality materials.
For RENEW, North Sails was able to source recycled polyester film and yarn,
and bio-based Dyneema, to create a highly durable cruising laminate cloth that
features more than 90% alternative bio-based and recycled raw materials. The
supplier products for RENEW are all Bluesign Certified and International
Sustainability and Carbon Certification compliant to guarantee the validity of
the sources and processes used in their manufacture.
See more about North Sails
“
We will continue to partner with suppliers to identify and refine
the raw materials needed to produce ever more sustainable sails.
We are working on new solutions for sustainable sources across all
our technologies, including 3Di sails.
Tom Whidden CEO, North Technology Group
RENEW sailcloth
Apparel collection
Constructed from 90% sustainable sources
More than 95% made from sustainable materials
90%
>95%
See more about RENEW
See Consumer overview
87
Oakley Capital Investments / Annual report 2023 / ESG in action
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
ESG in action / Case study
IU Group
As Europe's largest private university group, IU Group aims to
make education accessible to all and is committed to sustainability
and social responsibility.
IU Group supports students from all over the world through various
initiatives, including scholarships, partnerships and special support
programmes. In late 2023, IU Group was awarded B Corp
certification recognising its high social and environmental
performance, transparency, and holistic and sustainable actions.
See more about IU Group
“
It fills me with great joy that our vision of making education
accessible to as many people as possible has been recognised by
the B Corp certification. We are passionately committed to
personalising education through the use of technology and
therefore breaking down barriers to access in the long term. In
doing so, we are making an important contribution to greater
educational equality worldwide.
Marvin Lange Managing Director and CFO, IU Group
Supporting social mobility
Education for everyone
Students from non-academic households
Aiming to offer 100,000 scholarships across Africa
70%
100,000
See Education overview
See IU Group's website
88
Oakley Capital Investments / Annual report 2023 / ESG in action
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
ESG in action / Case study
PRI
Oakley has been a signatory of the UN sponsored Principles for
Responsible Investment (UNPRI) since 2016.
As a member, Oakley reports annually under the PRI framework on
the integration of ESG and sustainability practices into how we
invest. As investment practices have developed Oakley’s rating under
the PRI Framework has consistently been improving.
In the latest reporting period, Oakley scored 4/5 stars in both the
Private Equity and Policy, Governance and Strategy Modules,
outperforming the PRI median in both.
See more on ESG at Oakley
“
Our commitment to responsible investing is an important part of
our strategy, and we recognise that integrating ESG factors into
our investment decisions is a critical driver of long-term financial
performance.
Aga Siemiginowska Head of Sustainability, Oakley Capital
Commitment to PRI
PRI performance
Oakley signed up to Principles for Responsible
In 2023, Oakley scored 4/5 stars, outperforming PRI
Investment
2016
median
See more on ESG at Oakley
Visit PRI website
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
89
Oakley Capital Investments / Annual report 2023 / Our principal risks and uncertainties
Our principal risks and uncertainties
Risk management is an
integral part of our
business and is key to
Oakley’s success.
Proactive risk management
Our approach to risk is proactive, underpinned by our unwavering commitment to
developing and utilising our risk management procedures in a manner that adapts to
the evolving requirements of our business and the surrounding landscape.
We work closely with external advisers and specialists as necessary to validate OCI's
approach to risk management and gain the benefit of the latest market practice and
We maintain a robust strategy for
insights.
managing risks, which encompasses:
Evaluation of emerging risks and
assessing potential implications for the
Company and any mitigation that can be
applied
Increased risk oversight
The past financial year was marked by significant geopolitical risks, including the
conflict in the Middle East, the continued war in Ukraine and escalating tensions
between China and Taiwan. These factors among others, led to a surge in core
inflation rates, higher interest rates and the contraction of available credit across
Maintenance of a comprehensive risk
various currencies, creating a complex operational environment for Private Equity
management framework including the
markets. As a result, both Oakley and OCI had to carefully assess investment
risk appetite statement, the risk register
opportunities, adapt investment structures, and refine financial projections.
and the risk policies and procedures
Furthermore, the increasing cost of borrowing and the rebalancing of global capital
Effective communication between our
allocation towards debt investments resulted in a need for even more prudent risk
Board of Directors and the Investment
management regarding OCI’s risks, with a particular focus on liquidity, credit and
Adviser through regular risk reports, and
portfolio risks. In response, the Risk Committee has focused on regular stress testing
discussions.
on its cash forecasts and increasing OCI’s flexibility around cash management
through the expansion of its credit facility. As the cost of borrowing has also
significantly impacted the availability and pricing of fund-level facilities, the Risk
Committee has also expanded its focus on the leverage and the credit facilities at
Oakley fund level to assess the impact on the expected capital call demands from
these funds. As the broader market experiences contraction in multiples and a
slowdown of economic growth, the Board has increased oversight on valuations with
a focus on earnings quality and EBITDA growth.
To ensure a well-rounded approach to risk, the Risk Committee also initiated to
refresh and enhance OCI’s risk policies and procedures, risk framework and risk
appetite statement. As part of this exercise, Oakley engaged a third-party to review
the risk register, risk appetite and overall approach to risk management, resulting in
some updates to the risk registers, controls and risk indicators and leading to the
digitalisation of OCI’s risk and control framework within a governance, risk, and
compliance (GRC) system. This system will help streamline operational risk
assessment for OCI and will form a key part of the quarterly risk reports reviewed by
the Risk Committee.
90
Oakley Capital Investments / Annual report 2023 / Our principal risks and uncertainties
Key risks
0
PR1 Liquidity risk
PR2 Portfolio risk
PR3 Credit risk
Other core risks
0
OR4 Performance risk
OR5 Operational risk
OR6 ESG risk
OR7 Cyber risk
Key risks
1
Liquidity risk
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Potential impact Liquidity risk refers to the potential failure of OCI to meet its
commitments to the funds, pay annual dividends or conduct share buy-backs,
which may ultimately impact the share price and decrease returns for
shareholders.
Risk tolerance
Mitigation
0 2022
0 2023
The Board closely monitors cash flow
forecasts and receives regular stress tests
that it assesses in making investment
decisions and in deciding how to conduct
its cash management.
Positioning
OCI signed a new revolving credit facility
(RCF) with a two-year committed term of
£175 million, with a potential uncommitted
accordion of a further £50 million. During
2023, OCI committed €190 million to
Oakley Origin Fund II and $100 million to
Oakley Touring Fund I. At 31 December
2023, the cash held was £207 million and
the £175 million RCF was undrawn, giving
OCI access to £382 million of liquidity. The
outstanding commitments to the funds at
that date were £1,015 million, not all of which
are expected to be called and the
remainder is expected to be called over the
next 5 years.
91
Oakley Capital Investments / Annual report 2023 / Our principal risks and uncertainties
2
Portfolio risk
Potential impact Portfolio risk principally focuses on valuation risk and
concentration risk. Valuation risk looks at the risk of a decline in the valuation of
privately held assets, resulting principally from a reduction in comparative
multiples in the market or from underperformance of the assets. Concentration
risk arises from overexposure to a particular investment strategy, sector,
geography and/or currency.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Risk tolerance
Mitigation
0 2022
0 2023
Fund valuations are subject to quarterly
review. The Audit Committee engages with
the members of the valuations team of
Oakley. The Board closely tracks the
ongoing performance of portfolio
companies. The Board considers the
valuation methodologies being applied and
in particular, the quality of comparable
trading multiples used and their direction of
travel.
Positioning
Inherent valuation risk naturally increased as
a result of macro-economic uncertainties,
market volatility and higher interest rates,
which led to a retrenchment of valuation
multiples.
The portfolio has proved resilient with
continued good earnings growth and an
increase in valuations, that have been more
than sufficient to neutralise the contraction
of comparable trading multiples which have
Metrics are established and monitored to
gauge investment concentration based on
sector and individual commitment as well as
geographical exposure. The OCI Board
receives a quarterly risk report with OCI
concentration metrics, considering both
acquisition cost and the most recent Net
Asset Value (NAV) as well as geographic
exposure.
been observed in the market. The market
for exits was softer in 2023 although OCI
did see the significant exit of IU Group from
Fund III.
OCI has further diversified its exposures
across the Oakley family of funds, including
the Oakley Origin Fund II and Oakley
Touring Fund I.
3
Credit risk
Potential impact This is the risk that a borrower will default on its debt
obligations, either by failing to make timely payments or by not repaying the
debt at all.
Risk tolerance
Mitigation
0 2022
0 2023
During 2023, OCI continued to hold its
direct debt positions in North Sails, Fund I
and Time Out. In December 2023, OCI’s
debt positions in North Sails were converted
into preferred equity providing improved
security and stronger incentives for
accelerated repayment as well as potential
equity upside. Separately, OCI’s loan to
Fund I was settled in Time Out shares. OCI
Positioning
North Sails’ financial performance has
improved during the year with an increase
in revenue and EBITDA growth. This
simplifies North Sails capital structure and
improves the ability to attract new investors,
improving the position of OCI.
still has a direct loan to Time Out of £6
million and the OCI Board continues to
monitor the risks arising from this position,
with emphasis on the operating
performance, quality of earnings, forecasts
and balance sheet strength of Time Out.
Time Out’s performance also improved as it
emerges from the challenges of the covid
pandemic with an increase of the share
price of 43% during 2023.
92
Oakley Capital Investments / Annual report 2023 / Our principal risks and uncertainties
Other core risks
4
Performance risk
Potential impact This is the risk of returns to OCI’s shareholders
underperforming against the market and peers, with the potential impact on
share price, reduced share liquidity and reputational damage.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Risk tolerance
Mitigation
0 2022
0 2023
Quarterly reporting of NAV combined with
transparent communication in business
progress are designed to fully inform
investors, potential investors and the wider
market. Confidence in the NAV is
established through a robust valuation
process at Oakley. On an annual basis, the
valuations prepared are subject to an audit
Positioning
NAV growth has been stable over the
course of 2023 while the discount to NAV
has decreased compared with previous
year, closing 2023 at 28% vs 37% in 2022.
Shareholder engagement activities were
further developed in 2023 with a significant
increase in the number of social media
engagements and articles. These efforts
have been effective in further developing a
diversified shareholder base with a view to
by the external auditor and an independent
valuation is prepared for each investment
by a third party advisor. The valuations are
produced for each investment. OCI also
receives an independent valuation on the
North Sails position by a third-party advisor.
strengthening OCI’s liquidity. Despite the
challenging macro-economic environment
and the contraction of multiples in
comparable businesses, the investments
performed positively in 2023, leading to
strong OCI NAV and share performance.
OCI outperformed the FTSE-All Share
benchmark by 15%, with the OCI share price
increasing by 18%, against only 4% for the
FTSE-All Share.
5
Operational risk
Potential impact OCI outsources administrative, advisory, finance and
operational functions to Oakley.
Inadequate or failed internal processes could lead to operational performance
risk and regulatory risk.
Risk tolerance
Mitigation
0 2022
0 2023
The Board regularly engages with Oakley
via the Management Engagement
Committee to assess the quality and price
of the services it receives from Oakley. The
Audit Committee also plays an active part in
reviewing controls and processes.
Positioning
Oakley continues to demonstrate a strong
commitment to the development of its
administrative, advisory and operational
services to the Company as well as a
continued focus on risk management,
controls and reporting.
Oakley has also contracted an independent
third party to perform a thorough quality
assurance assessment to identify potential
gaps in the Company’s risk matrix and to
ensure Oakley has implemented a best-in-
class risk programme.
The Risk Committee receives a quarterly
report on administrative, advisory and
operational matters as well as risk controls
and a periodical compliance report.
No significant control weaknesses have
been identified and a governance, risk and
compliance (GRC) software tool was
successfully implemented during 2023.
Operational risks of OCI remain low
however, the Risk Committee will continue
to work closely with Oakley on the risk
programme throughout 2024.
93
Oakley Capital Investments / Annual report 2023 / Our principal risks and uncertainties
6
ESG risk
Potential impact Failure to integrate ESG themes into investment strategy and
operating models could result in sustainability, reputational and performance
risks.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Risk tolerance
Mitigation
0 2022
0 2023
OCI considers embedding ESG practices
into its investing and operating models at
Oakley to be part of its overall strategy for
success. The Board is encouraged by the
manner in which ESG initiatives are being
thoughtfully implemented across Oakley
and continues to monitor progress. The
Positioning
Oakley's sustainability programme is based
on three key themes:
• Energy and climate change: the
Manager is committed to measuring and
understanding its carbon footprint.
Portfolio companies are asked to report
on their carbon footprint and energy
usage annually. Climate risk and a
climate strategy are a development
priority for the Manager.
• Equity, diversity and inclusion (EDI):
The emphasis on EDI extends to areas
like recruitment, retention, culture and
career development. Oakley team's
composition has evolved from 30%
women to 47%, with a focus on
developing talent for leadership roles
through fair performance management
and career development. The OCI Board
now has a 50-50 gender balance. An EDI
Committee meets regularly to monitor
progress. Across the portfolio, the
Board received a number of internal and
external training sessions across the ESG
spectrum to ensure it remains abreast of
market and regulatory developments.
Manager monitors the diversity metrics
of its portfolio companies and engages
with management on employee
engagement programmes.
• Cybersecurity and data privacy: the
Manager works with external experts to
monitor portfolio cyber risk and maturity,
with annual reviews and improvement
road maps developed for a majority of
the portfolio. A cyber insurance review
has been undertaken. Robust insurance
and incident response protocols are
introduced where appropriate. Firm-
wide cybersecurity is further discussed
in the next section.
The Board actively monitors and engages
with the Manager’s ESG initiatives and
ensures it continues to prioritise value
creation opportunities, compliance with
regulations and transparent reporting.
7
Cyber risk
Potential impact The risk of financial loss, disruption, damage to reputation and
regulatory sanction arising from failure of data controls and information
technology systems.
Risk tolerance
Mitigation
0 2022
0 2023
OCI does not operate any IT systems or
manage any electronic data stores itself.
Exposure to cybersecurity risk arises
primarily through delegated services
conducted by Oakley and its affiliates and
the portfolio companies themselves. In this
respect, the Management Engagement
Committee considers IT controls and
cybersecurity activities as part of its annual
review of Oakley and takes comfort from
the third-party quality assurance
assessments conducted on Oakley’s own
Positioning
Cybersecurity protocols continue to be
expanded across OCI, Oakley and the
companies in which Oakley’s funds invest in.
In 2023, Oakley worked with an external
cybersecurity consultant to run a thorough
cyber assessment on Oakley’s IT systems
and test its procedures. The results of this
operational risk and control frameworks
(including cybersecurity).
The Risk Committee receives regular
reports on cybersecurity initiatives at both
the Oakley and portfolio company levels,
including the results of cybersecurity risk
assessments and the internal quarterly risk
assessment by Oakley Group IT
department.
assessment have been added to an overall
programme of continuous cybersecurity
improvement. Assessments such as these
are part of that continual process of
improvement and will continue in 2024.
94
Oakley Capital Investments / Annual report 2023 / Our principal risks and uncertainties
Emerging risks
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Geopolitical, artificial intelligence and environmental risks
2023 brought with it significant geopolitical
events, including the continued war in
Ukraine, the conflict in the Middle East and
escalating tensions between China and
Taiwan. These challenges are expected to
continue into 2024.
The upcoming year will be marked by a
wave of elections in countries accounting
for nearly 60% of the global GDP, leading to
possible fundamental changes in global
political agendas. Elections directly relevant
to OCI include the European Parliament
elections, impacting climate regulation and
energy policies; the UK parliamentary
elections, affecting trade dynamics post-
Brexit, tax and socio-economic matters
impacting education among other things;
and the US presidential election, where a
new administration could shift foreign policy,
impacting relationships with Europe and the
global economy. The evolution of AI policy
and regulation during this election cycle is
also a crucial development, having the
capability to potentially affect popular trust
in public institutions and create macro-
economic turmoil. AI may also drive growth
across the Touring Fund investments in
particular and have a positive effect in other
sectors where Oakley invests such as
Technology and Education. These changes in
2024 could have further repercussions on
global and localised economies, potentially
impacting supply chains and the green
technology subsidy race.
In 2023, the Pillar 2 Global Minimum Tax
(GloBE) rules were integrated into the
Corporate Income Tax Act 2023 in
Bermuda, with an effect as from 1st January
2025. This legislation enforces a global
minimum effective tax rate of 15% on
companies with consolidated revenues
exceeding EUR 750 million. Following
external consultation with tax advisers, OCI is
not expected to be within the scope of the
15% CIT. However, this new legislation may
have an impact on the private equity
industry by affecting the performance of the
funds, the tax filings and the regulatory
complexity. To address those challenges,
other participants in the sector may need
explore restructuring alternatives.
Countries around the world have also been
experiencing a notable increase in the
number of extreme weather events that
cannot be ignored. The past nine years have
been the warmest on record and there have
been a record number of other extreme
weather events that pose further threats to
the global supply chain. The World
Meteorological Organization forecasts that
the return of El Niño in 2024 is going to
create adverse weather conditions, leading
to record-high global temperatures and
potentially impacting production and
distribution, and therefore creating inflation.
China currently leads in the production of
green technologies, and Western economies
are striving to catch up by offering incentives
to local businesses, potentially accompanied
by increasing tariffs over Chinese
technologies. In the event of potential
retaliations, a global trade war may spark,
creating macro-economic disturbance. It is
worth noting that batteries and other non-
contaminating fuels depend on critical
minerals and other commodities that are
scarce, putting additional pressure on
geopolitical risks.
While the Risk Committee notes that it
cannot control the steps taken by portfolio
companies to manage the panoply of
potential emerging risks, it will continue to
consider emerging risks and observe the
possible impact on OCI and the portfolio.
The Risk Committee is of the view that the
diversification of Oakley’s portfolio and the
different stage of the investments is
expected to continue to provide resilience
and protection to OCI’s NAV.
“
There have been a record number of
extreme weather events that pose
threats to the global supply chain.
Macro-economic and inflation risk
The Risk Committee is focused on the
following areas that could potentially
impact financial performance and
shareholder returns in 2024: increased
market volatility, sustained high inflation and
interest rates, potential economic downturns
and reduced liquidity.
The Board closely monitors macro-
economic trends and collaborates closely
with Oakley to assess direct and indirect
impacts, working together to implement
risk mitigation strategies to reduce
exposure. The portfolio's robust positioning
and the resilience of invested company
earnings and revenues allowed it to navigate
challenges well in 2023, but vigilance
remains crucial for 2024.
The International Monetary Fund forecasts
a decline in global inflation rates from 8.8%
in 2022 to 6.6% in 2023 and to 4.3% in
2024. While the probability of another
significant inflation spike have reduced, in
the event that there is another spike central
banks may adopt further contractionary
monetary policies, impacting consumption
and investment and increasing the cost of
financing. This could negatively impact
valuations by raising the cost of debt and
contracting valuation multiples, reducing
deal flow and drawing liquidity out of the
market. It may also put pressure on profit
margins for privately held assets in Oakley's
portfolio. To mitigate against these risks,
Oakley's risk protocols involve careful
monitoring of portfolio companies' leverage
and debt structures and active
recommendations around interest rate
hedging strategies. In anticipation of a more
severe liquidity constrained scenario
emerging, OCI secured a committed
revolving credit facility line of £175 million
with an extra £50 million in 2023 which the
Risk Committee believes will stand OCI in
good stead in 2024. Oakley also worked on
securing and maximising its available fund
facilities, which the Risk Committee will
continue to closely track in 2024 to ensure
that the planned trajectory of commitment
funding remains appropriate.
95
Oakley Capital Investments / Annual report 2023 / Stakeholder reporting
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Stakeholder reporting
Engaging with our
stakeholders
The Board is committed to understanding and taking
account of our stakeholders’ views in Board
discussions, decision-making and reporting,
recognising that these views may at times diverge.
Our key stakeholder groups
Committed to stakeholder engagement
and environment and maintaining a reputation for high
The Board is committed to understanding our stakeholders’
views and considering their interests in Board discussions,
decision-making and reporting. This includes considering
the effect of decisions in the long term, the fostering of the
Company’s business relationships with service providers,
the impact of the Company’s operations on the community
standards of business conduct.
How the Board engages
Below are examples of key topics of relevance to the
stakeholder group and how their interests have been
considered in decision-making.
96
Oakley Capital Investments / Annual report 2023 / Stakeholder reporting
Stakeholder group
Shareholders
z
How the Board engages
The support of our current and future
shareholders is critical to the continued
success of the business. We believe our
shareholders are interested in our continued
strong financial performance, our ability to
continue delivering for them for the long
term 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 and act upon their feedback,
and actively considering their feedback.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Capital Markets Day: This annual event
consists of presentations to institutional
shareholders and analysts by members of the
Board, senior managers from Oakley and
management of underlying portfolio
investment companies.
Shareholder engagement: The Board directs
the Investment Adviser’s Investor Relations
Team and receives regular updates on its
discussions with shareholders, and Board
members also meet or connect with
individual shareholders from time to time.
Publications: OCI’s Annual Report and
Accounts, along with the Half-yearly Report
and Accounts, and other stock exchange
releases, are published on our website.
Further, the Company engages market
analysts and commentators both proactively
and reactively to support its ongoing
commitment to transparency.
Key topics during the year
Considering stakeholder interests
The quarterly trading and NAV updates
provided throughout 2023 set out the
highlights during each period, including but
not limited to:
• Increasing the Company’s credit facility to
£175 million with an option to increase the
facility by £50 million subject to
agreement by all parties
• Commitment of $100 million to Touring
Capital Fund I
• Commitment of €190 million to Origin II.
In addition to the Company continuing to
issue quarterly NAV updates, regular RNS
announcements are made to inform
shareholders of key transactions both at OCI
and within the Oakley Funds, increasing
transparency and facilitating greater
shareholder engagement.
The Board continues to believe that digital
format Annual Report and Accounts, along
with the Company’s website, support its
transparency aims and help to inform
stakeholders about OCI and broader private
equity market activity.
The resolution that the Company ceases to
continue as constituted was rejected at the
2023 AGM, in line with the Board’s
recommendation that the continuation of
the Company continues to be in the best
interests of the Company and its
shareholders as a whole.
Further, all members of the Board are
shareholders of OCI, which we believe
strongly aligns their interests with other
shareholders.
The Company’s share buyback programme
accounts for more than 25% of the £200
million of share buybacks completed by
listed private equity firms over the last three
years. Although OCI has repurchased shares
to the value of £57 million in the last three
years, no share buybacks were made during
the year. The Board still continues to
proactively assess share buyback
opportunities in conjunction with other
aspects of capital and liquidity.
Stakeholder group
The community and
environment
R
Being a responsible investor and taking into
consideration ESG topics are key matters for
the Board and are central to the way both
OCI and Oakley operate.
The Directors believe that ensuring
appropriate and robust assessment of ESG-
related opportunities and risks by Oakley will
lead to more sustainable business, creating
long-term, ongoing value.
How the Board engages
Key topics during the year
Considering stakeholder interests
Regular updates: OCI invests solely in funds
and direct investments managed or advised
by the Oakley group, with Oakley being
committed to engagement on ESG topics.
The Board receives regular updates from
Oakley’s Head of Sustainability and has been
fully engaged with Oakley in its progress
throughout the year.
Throughout the period the Directors
considered the Company’s approach to
equality, diversity and inclusion, its carbon
footprint assessment and reports from the
Investment Adviser on the underlying
portfolio companies ESG programmes and
progress.
See the ESG section of this report.
The Financial Conduct Authority introduced
new sex or gender identity and ethnic
diversity disclosure obligations from 31
December 2023 for companies listed on the
London Stock Exchange. The Directors, and
in particular the members of the Nomination
Committee, have noted these new measures
relating to the composition of the Board. See
the Nomination Committee report.
During the year, OCI continued to further
develop its social responsibility programme,
which was launched in 2022. The financial
commitments in 2022 have resulted in
supporting the youth sailing programme and
the establishment of the Aquaponics Lab,
both in Bermuda. In 2023 the Board looked
to identify socially beneficial initiatives that
also have an environmental benefit. As a
result, OCI is now sponsoring the
development of solar panels at registered
charities across Bermuda, helping to provide
a steady source of renewable energy and
decrease their operating costs.
97
Oakley Capital Investments / Annual report 2023 / Stakeholder reporting
Stakeholder group
Oakley Capital
£
How the Board engages
Regular reporting: OCI receives regular
reports (at least quarterly) from the
Investment Adviser on the performance of
the Funds, performance of Direct
Investments, potential new investments and
strategies and a range of other matters,
including compliance and risk matters,
financial performance and valuations, capital
allocation and planning proposals.
OCI invests in the Oakley Funds and Oakley
is OCI’s Investment Adviser, Administrator,
and Operational Services Provider.
Maintaining a strong, collaborative
relationship is critical to the delivery of OCI’s
strategy of delivering above market returns
and democratising access to private equity.
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Continuous dialogue: The Board maintains
open and constructive dialogue, engaging on
key matters impacting both OCI and Oakley
Capital.
Face-to-face meetings: The Board invites
representatives from the Investment Adviser
to present in person regularly, both at
planned Board meetings at least four times
per year as well as for ad hoc matters as
appropriate.
Key topics during the year
Considering stakeholder interests
The Management Engagement Committee
conducts an annual review of the
performance of Oakley Capital against the
activities set out in the service level
agreements between the parties, as
discussed in greater detail within the
Management Engagement Committee
report.
The Board engaged with Oakley in relation to
the liquidation of Oakley’s Fund I, which
reached the end of its investment period in
December 2023. As part of the liquidation of
the fund, OCI now holds a direct interest of
38% of Time Out, representing 6% of the
Company’s Net Asset Value as of 31
December 2023.
Oakley continued to strengthen its risk
reporting through enhanced management
information (MI), fostering transparency in
risk reporting, cultivating an internal risk
culture and facilitating proactive discussions
on risks.
The Board also heavily engaged with Oakley
on the restructuring project in relation to the
North Sails group. This restructuring saw
OCI’s debt positions in North Sails converted
into preferred equity, mitigating OCI’s credit
risk and crystallising the Company’s previous
equity position
Three key initiatives were implemented during
the year:
Risk software implementation: A firm-wide
risk software was introduced, enabling
precise reporting and comprehensive tracking
of risks and controls.
Third-party assessment of risk policies and
protocols: An external assessment was
conducted of Oakley's risk policies, protocols
and procedures, continuing to drive them
towards excellence.
Counterparty credit assessment: A credit
assessment was conducted of all banking
counterparties associated with Oakley's
portfolio companies. This initiative diversified
the banking pool and mitigated the impact of
any potential banking crisis.
These measures collectively contribute to
Oakley's robust risk management framework
and proactive risk mitigation efforts.
Stakeholder group
Service providers
K
OCI engages a range of service providers
other than Oakley, as appropriate. Ensuring
continued effective working relationships
with these counterparties is key to delivering
on our strategy and ensuring that we
continue to operate effectively.
How the Board engages
Key topics during the year
Considering stakeholder interests
The Board as a whole, and the Management
Engagement Committee specifically, ensures
regular dialogue, engagement and oversight
of its key service providers, including Oakley.
The appointment, remuneration and
performance of all key service providers were
considered during the year. During 2023, OCI
continued to develop the administration and
operational services provided by Oakley and
extended its credit facilities.
During the year, OCI extended the RCF for a
further two years and increased
commitments from lenders to £175 million.
There is an option to increase the
commitments by a further £50 million
subject to agreement by all parties.
The Company engages with Oakley under a
consolidated administration and operational
services agreement to enhance efficiency
and operational effectiveness.
During 2023 the Management Engagement
Committee conducted its annual review of
Oakley against the service provisions and the
agreed key performance indicators. The
results were satisfactory, and progress has
been made in addressing feedback provided
in previous years.
In addition, the Board and its committees
held regular discussions throughout the year,
which focused on the service levels provided
to the Company by its other service
providers.
98
Oakley Capital Investments / Annual report 2023 / Stakeholder reporting
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
Board commitment
Section 172 of the Companies Act 2006
As set out in the Association of Investment Companies
(a) likely consequences of any decision in the long term;
Code of Corporate Governance, OCI has complied with
Section 172 of the UK Companies Act 2006 (‘Section
172’). The Board is committed to promoting the long-term
success of the Company while conducting its business in a
fair, ethical and transparent manner. The Board recognises
(b) interests of the Company’s employees;
(c) need to foster the Company’s business relationships
with suppliers, customers and others;
the intention and importance of Section 172 of the UK
(d) impact of the Company’s operations on the community
Companies Act 2006 (‘Section 172’), which requires
and the environment;
Directors to act in good faith and in a way that is the most
likely to promote the success of the Company and has
chosen to adopt the provisions accordingly. Accordingly,
the Directors consider the interests of the Company’s
stakeholders (as laid out above) and pay due regard to the:
(e) desirability of the Company maintaining a reputation
for high standards of business conduct; and
(f) need to treat stakeholders fairly.
99
Oakley Capital Investments / Annual report 2023 /
Governance
G
o
v
e
r
n
a
n
c
e
This section includes the Board, Committee
reports, Directors' report and Remuneration
report.
In this section
Composition of the Board
Board of Directors
Corporate governance
Governance focus in 2023
Corporate governance statement
Corporate governance principles
Audit Committee report
Risk Committee report
Management Engagement Committee report
Nomination Committee report
Governance, Regulatory and Compliance
Committee report
Remuneration Committee report
Remuneration report
Directors’ report
Investment policy
Statement of Directors’ responsibilities
Alternative Investment Fund Manager’s Directive
100
101
103
103
104
107
114
117
119
121
124
126
127
128
132
133
134
100
Oakley Capital Investments / Annual report 2023 / Composition of the Board
G
o
v
e
r
n
a
n
c
e
Composition of the Board
Robust oversight
from Independent
Directors
A highly skilled Board The Board comprises highly
skilled professionals who bring a range of expertise,
perspectives and corporate experience to their roles.
Board engagement
Formal Board meetings in 2023
Board gender diversity
Male:Female ratio as at 31 December 2023
10
50:50
Board changes
The Board thanks Stewart Porter for his dedication who retired ahead of the November 2023
AGM. During the AGM, the shareholders resolved to re-elect each of the remaining four
Directors of the Company. In accordance with the Company’s bye-laws and the principles of the
AIC Code, all Directors of the Company wishing to continue as Directors will offer themselves
for re-election at the next AGM. View the Company’s bye-laws.
Following the retirement of Stewart Porter, the Board is now comprised of 50% female and 50%
male Directors. Discussions were held with a potential candidate for the Board in 2023, which
ultimately did not move forward. The Board is committed to revisiting this process in 2024. Of
the four Board members, only one (Peter Dubens) is considered not to be independent. The
Board has concluded that Peter Dubens, and his alternate Director (David Till), cannot be
viewed as being independent due to their involvement with Oakley, which provides the
Company with investment advisory, administration and operational services. The Independent
Directors consider their involvement to be accretive to the overall performance of the Board.
Board activity
The Board met formally ten times during 2023, in addition to the Board members’ participation
in the individual committees as discussed elsewhere in this report. This Board is currently
scheduled to meet seven times during 2024, with Directors available for additional meetings, as
necessary, for the Board to properly discharge its duties as business requirements develop.
Biographies of the Directors, including details of their relevant experience and other current
directorships, can be viewed in the Board of Directors section.
101
Oakley Capital Investments / Annual report 2023 / Board of Directors
Board of Directors
An independent Board with broad and relevant experience to
support OCI as it grows.
G
o
v
e
r
n
a
n
c
e
Caroline Foulger Independent Chair
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 has 25 years’ experience in public accounting, retiring
from PwC as partner after 12 years, primarily leading the insurance practice in
Bermuda and servicing listed clients. Caroline is a Fellow of the Institute of Chartered
Accountants in England and Wales, a member of CPA Bermuda and a member of
the Institute of Directors. Caroline is a resident of Bermuda. Caroline leads the
Board’s strategic and operational discussions as well as the oversight of key service
providers. She leads the annual review of the Board and Committee effectiveness.
Directorships of other publicly listed entities
• Atlas Arteria Holdings Limited (retired July 2023)
• Ocean Wilsons Holdings Limited
Richard Lightowler Senior Independent Director
Richard joined the Company’s Board in December 2019, and has 25 years’ experience
in public accounting, and 19 years as a partner with KPMG in Bermuda. He was head
of the KPMG Insurance Group in Bermuda for almost 14 years, 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 brings with him a wealth of knowledge in financial services, expertise in best
practice corporate governance, risk management and significant transactional and
regulatory experience. Richard is a resident of Bermuda and is a chartered
accountant in England and Wales.
Directorships of other publicly listed entities
• Hansa Investment Company Limited
• Aspen Insurance Holdings Limited
102
Oakley Capital Investments / Annual report 2023 / Board of Directors
Fiona Beck Independent Non-Executive Director
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. Fiona was appointed to the Company’s
G
o
v
e
r
n
a
n
c
e
Board in September 2020.
Directorships of other publicly listed entities
• Atlas Arteria Limited
• Ocean Wilsons Holdings Limited
• ibex Limited
Peter Dubens Non-Executive Director
Appointed to the Company’s Board in July 2007, Peter is the founder and Managing
Partner of Oakley Capital. Peter founded Oakley in 2002 to be a best-of-breed,
entrepreneurially driven UK investment house, creating an ecosystem to support the
companies in which Oakley invests, whether they are early-stage companies or
established businesses. David Till serves as an alternate Director to Peter.
Directorships of other publicly listed entities
• Non-Executive Chair of Time Out
Stewart Porter Independent Non-Executive Director (retired in November 2023)
As mentioned in the Composition of the Board section, Stewart Porter retired from
his position as Independent Non-Executive Director ahead of the November 2023
AGM. The Board thanks Stewart for his dedication to the Company over the past five
years.
103
Oakley Capital Investments / Annual report 2023 / Corporate governance
G
o
v
e
r
n
a
n
c
e
Governance / Corporate governance statement
Focus in 2023
The Board has considered and overseen several key actions
throughout the year in accordance with its principles. At a high
level, these actions include:
Board actions in 2023
u
Engaged
Engaged with
shareholders on the
performance of the
underlying investments
and capital allocation
»
Recommended
Supported the
Nominations Committee
recommendation to
reappoint four of the
Directors
€
Negotiated
G
Evaluated
G
Evaluated
Negotiated a new
credit facility for the
Company and the
liquidation of Fund I
Evaluated the roles,
membership and terms
of reference of each of
the committees
Evaluated the
performance of Oakley
and other service
providers
X
Approved
X
Approved
X
Approved
G
Evaluated
Evaluated the
independence and
credentials of KPMG
and alternate external
audit firms
8
Monitored
Approved the Dividend
Declarations of 2.25p
each
Approved a commitment
of $100m into Oakley’s
Touring Venture Fund
Approved a
commitment of €190m
into Oakley’s Origin II
Fund
Monitored the
performance of Oakley
and the underlying
investments
»
€
Recommended
Negotiated
€
Negotiated
Recommended to the
shareholders as part of
the AGM to vote for the
Company to continue
as constituted
Negotiated the
restructuring of its loan
and indirect investment
in Time Out to be a fully
direct shareholding
Negotiated the debt-
to-equity transaction in
North Sails, reducing
the Company’s credit
exposure
104
Oakley Capital Investments / Annual report 2023 / Corporate governance
Corporate governance statement
Introduction from the Chair
G
o
v
e
r
n
a
n
c
e
“
The Board is committed to providing
leadership and strategic direction of
the highest standard of corporate
governance and accountability to
shareholders.
Caroline Foulger Independent Chair
Dear Shareholder
engagement and the culture of the Company, against
which we have reported in the Stakeholder reporting
On behalf of the Directors, I am pleased to report on the
performance of the Company for the year ended on 31
section.
December 2023, as well as to provide an overview of the
We, the Board of Directors, meet regularly at our offices in
Company’s corporate governance during this period.
Bermuda and are committed to providing leadership and
In this section, we report on the Company’s compliance
with the AIC Code of Corporate Governance (the ‘AIC
Code’) and sets out how we, the Board, have operated
during the past year. The AIC Code sets out principles and
provisions regarding matters including stakeholder
strategic direction of the highest standard of corporate
governance and accountability to shareholders. Through
strong governance and active ongoing engagement with
our key stakeholders, we aim to continue to deliver long-
term sustainable value for the Company’s shareholders.
Director independence
Stewart Porter retired from his role as Independent Non-
Executive Director in November 2023. In accordance with the
FCA Listing Rules and considering the AIC Code, which the
Board has chosen to voluntarily comply with, the Board has
reviewed the status of its individual Directors and the Board as
a whole and has determined all Directors continue to be
considered independent except for Peter Dubens and his
alternate, David Till. During the period, discussions were held
with a potential independent non-executive director candidate
for the Board in 2023. Although these discussions did not
come to fruition, the Board is committed to revisiting this
process in 2024.
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 management
or its partners, which in the judgement of the Board may
affect, or could appear to affect, the independence of their
judgement.
detailed in the Board of Directors section, are subject to
regular review to ensure any conflicts of interest are handled
appropriately. Having due regard to their obligations to the
Company, the Directors have concluded that the Board
continues to have an appropriate balance of skills and
experience, independence and knowledge of the Company to
enable it to provide effective strategic leadership and sound
governance.
It is noted that Caroline Foulger and Fiona Beck each hold
overlapping external directorships for another publicly listed
entity, Ocean Wilsons Holdings Limited. Having considered
the activities of Ocean Wilsons Holdings Limited, the Board
has assessed these overlapping external directorship, and
concluded that neither these directorships nor any other
external directorships held by the Directors, present a conflict
or otherwise create an issue for the Company or its
shareholders.
Economic substance
To ensure proper delivery of the economic substance
declaration, the Board commissioned a tax policy to provide
guidance on economic substances matters and guidance on
The Directors serve as directors within businesses outside of
Board meeting attendance when travelling outside of
the Company and Oakley. These appointments, which are
Bermuda.
105
Oakley Capital Investments / Annual report 2023 / Corporate governance
See Governance principles
Board leadership and purpose →
Division of responsibilities →
Composition, succession and evaluation →
Audit, risk and internal control →
Remuneration →
G
o
v
e
r
n
a
n
c
e
“
Through strong governance and
active ongoing engagement with
our stakeholders, we aim to
continue to deliver long-term
sustainable value for the Company’s
shareholders.
Caroline Foulger Independent Chair
Managing conflicts of interest
Directors’ terms of appointment
Conflicts of interest is a standing agenda item at each of the
The terms and conditions of appointment for Non-Executive
Company’s Board and committee meetings, requiring
Directors are outlined in their letters of appointment and are
Directors to confirm any existing conflicts of interest and
available for inspection at the Company’s registered office
disclose any new potential conflicts as may arise. All conflicts
during normal business hours.
are maintained within the Company’s conflicts of interest
register. Conflicted Directors do not take part in the relevant
discussion or decision and are not counted in any relevant
voting.
In particular, the independent members of the Board are
responsible for making decisions about investments into
Oakley Funds, selecting and engaging service providers,
monitoring financial performance, ensuring an adequate
system of internal controls, setting and monitoring the
Company’s risk appetite, and ensuring that responsibilities to
In accordance with the Company’s bye-laws and best practice,
Directors wishing to continue as Directors put themselves
forward for annual re-election at every AGM.
The Board’s process for the appointment of new Directors and
proposed reappointment of existing Directors is conducted in
a transparent, engaged and open manner.
The Nomination Committee oversees the nomination of Board
members, as outlined in the committee’s report.
shareholders are understood and met.
After five years of service as an Independent Director, Stewart
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) The Remuneration Committee determined that Peter
Dubens is not entitled to a Directors’ fee; and
Porter retired from the Board following the AGM held in
November 2023. Recognising the value of refreshing its
membership regularly, the Board has established fixed tenure
for each of the three remaining Independent Directors,
including the Chair, which is renewable by mutual agreement.
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, while also noting the benefits of Board
member longevity through private equity investment cycles.
The Board has implemented a Board Succession Policy, which
(ii) the Company has in place an Administration Agreement
reflects this sentiment and guides the Nomination Committee
and an Investment Advisory and Operational Services
in recommending potential director candidates. Further
Agreement with Oakley Capital Limited, which is majority
information is contained within the Nomination Committee
owned by Peter Dubens, a Director of the Company.
report.
Each Director’s shareholding in the Company is detailed as
Board training
part of the Remuneration report and is considered for fair
dealing purposes as a declared interest when a relevant event,
such as a share buy-back, is under consideration.
To ensure the Directors continue to maintain a high degree of
awareness and understanding of their duties, along with the
risks and opportunities the Company faces, they are provided
with a tailored training programme. Training is provided when
Directors first join the Board and on an ongoing basis
throughout their tenure. The Board also has continued access
to the Company’s various legal counsel, subject matter
experts within Oakley and other specialists, as appropriate.
G
o
v
e
r
n
a
n
c
e
106
Oakley Capital Investments / Annual report 2023 / Corporate governance
Board information and support
The Board 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 allow
for further enquiries prior to the meeting, should they so wish.
Advanced issuance of materials also allows any Director who
is unable to join on occasion to submit views in advance of the
meeting.
The Board of Directors has regular and open access to Oakley
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 on the Company’s website here:
https://www.oakleycapitalinvestments.com/about/board-and-
governance/.
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
AIC. They comprise recurring costs, including operating
expenses that relate to the investment company as a
collective fund and also 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.
The Company has taken a proactive approach in engaging the
AIC and the Treasury to ensure that any cost disclosure
regime that might apply to listed investment companies is fit
for purpose; allowing retail investors to: (a) compare "like-for-
like" products; (b) easily interpret and use such comparison;
and (c) clearly understand which are the "like-for-like"
products that are helpful to compare (versus those that are
not helpful to compare against). We look forward to hearing
the outcome of the further deliberations on this subject.
In practice, all Board members are eligible to attend all
committee meetings, unless conflicts would preclude a Board
The AIC Code
member from attending.
The Board annually assesses each committee’s performance
against its terms of reference and obtains Directors’ views of
its effectiveness. Additionally, a Board Effectiveness Review is
completed annually, considering the Board as a whole.
Ongoing costs
For the period ended 31 December 2023, the Company’s
The purpose of the AIC Code is to provide a framework of
best practice in respect of the governance of investment
companies. The Board considers on an ongoing basis the
Principles and Provisions of the AIC Code. The AIC Code
addresses the Principles and Provisions set out in the 2019 UK
Corporate Governance Code (the ‘UK Code’), as well as
setting out additional Principles on issues that are of specific
relevance to the Company.
ongoing charges were calculated as 2.82% (2022: 2.66%) of
The Board considers that reporting consistent with the
NAV.
Principles of the AIC Code, which has been endorsed by the
Financial Reporting Council, will provide shareholders with a
market-comparable assessment of its governance
programme.
The Company sets out how it has complied with the Principles
and Provisions of the AIC Code throughout the year ending 31
December 2023.
107
Oakley Capital Investments / Annual report 2023 / Corporate governance
Corporate governance principles
Board leadership and
purpose
Principle A
G
o
v
e
r
n
a
n
c
e
Division of responsibilities
Composition, succession and
evaluation
Audit, risk and internal control
Remuneration
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.
Company position and update
Long-term sustainability, strategy development and the financial prospects of the
Company’s business model are considered regularly as part of actively engaged
discussions by the Board.
This is premised upon the repeatedly proven value-creation success of the Oakley Funds,
driven by earnings growth in underlying portfolio companies. The Board manages the
Company’s cash position to enable existing commitments to Oakley Funds and share
buy-backs when appropriate.
The Company aim is to provide consistent long-term returns in excess of the FTSE, and
its investment policy is included as part of this Annual Report. To ensure there is
continuous enhancement in Board practices, the Nomination Committee performs an
annual effectiveness assessment of the Board and each of its committees, with a focus
on both risks and opportunities.
Principle B
The Board should establish the Company’s purpose, values and strategy, and satisfy itself
that these align with its culture. All Directors must act with integrity, lead by example and
promote the desired culture.
Company position and update
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.
OCI invests in funds and direct investments managed and/or advised by the Oakley
group, enabling investors, who may otherwise not have access to private equity, to share
in the growth and performance of high-quality, private European companies in attractive
sectors.
The Board actively fosters and supports a culture that is open to new ideas and
influences its service providers through effective challenge and regular and robust review
of performance.
OCI keenly focuses on overseeing its Investment Adviser and Operational Services
provider, and as part of this, due consideration is given to alignment between the
Company’s purpose, values, strategy and culture with that of Oakley.
108
Oakley Capital Investments / Annual report 2023 / Corporate governance
Board leadership and
purpose
Principle C
Division of responsibilities
Composition, succession and
evaluation
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.
Audit, risk and internal control
Company position and update
G
o
v
e
r
n
a
n
c
e
Remuneration
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 the resources available to the Board, and the controls that it
oversees, are monitored regularly at Board meetings, and form a key element of the
Board’s annual effectiveness assessment. The Directors’ report outlines the activities of
the Board in more detail. Please refer to the various Committee reports for the respective
purposes and activities of each of the committees.
Risk appetite is set at least annually, a risk report is issued quarterly and levels of risk are
maintained within Board-approved limits.
If any risk is above the early warning threshold, mitigating control to reduce the risk will
be prioritised.
The overall objective is to preserve value and make improvements for observed
opportunities or inefficiencies, while monitoring and managing current and emerging
risks.
Principle 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.
Company position and update
The Board is committed to maintaining the Company’s reputation for high standards of
conduct and engagement with its shareholders and stakeholders. Refer to stakeholder
engagement reporting section.
The Management Engagement Committee oversees the relationships with key service
providers and ensures accountability and continuous value-added performance.
The Board remains committed to transparent reporting in all communications including in
Annual and Half-yearly Reports and Accounts via the Company website, through
quarterly trading updates, and by means of annual shareholder meetings and Capital
Markets Days. The Company has an Investor Relations programme with outreach to
existing and potential shareholders, which includes regular quarterly feedback on the
Company’s investor relations activities.
G
o
v
e
r
n
a
n
c
e
109
Oakley Capital Investments / Annual report 2023 / Corporate governance
Board leadership and
purpose
Principle F
Division of responsibilities
Composition, succession and
evaluation
Audit, risk and internal control
Remuneration
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.
Company position and update
Caroline Foulger, as Chair, leads the Board of Directors with a culture of demonstrative
challenge, openness and accountability. She was independent at appointment, and is
considered by the Board to remain so, 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: https://www.oakleycapitalinvestments.com/media/x0bhfpdm/
bye-laws-of-oakley-capital-investments-2020.pdf.
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.
The effectiveness of the Chair is a component of the annual Board Effectiveness Review
and the consideration of that is led by the Senior Independent Director.
Principle 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.
Company position and update
Three of four Directors are considered independent (Caroline Foulger, Richard Lightowler
and Fiona Beck).
Richard Lightowler serves as Senior Independent Director, providing an available path of
intermediation for shareholders and other Directors, while 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 is not
considered independent. The independent members of the Board consider the
membership of Peter Dubens, and his alternate, David Till, to be a valuable component of
the Board’s effectiveness. 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 dominates conversations that result in key decisions being taken by the Board.
Committees of the Board are open for other non-conflicted Board members to attend,
which typically occurs, thus enhancing transparency.
110
Oakley Capital Investments / Annual report 2023 / Corporate governance
Board leadership and
purpose
Principle H
Division of responsibilities
Composition, succession and
evaluation
Non-Executive Directors should have sufficient time to meet their Board responsibilities.
They should provide constructive challenge and strategic guidance, offer specialist advice
and hold third-party service providers to account.
Company position and update
Audit, risk and internal control
The Company regularly reviews and considers the number of board and chair positions
Remuneration
(for both public and private companies) each Director holds to ensure they have
adequate time to dedicate to the Company.
G
o
v
e
r
n
a
n
c
e
A regular Board calendar is established to enable relevant meeting materials to be
provided in advance. Meeting timetables allow sufficient time for agenda items and
debate. Adhoc meetings are arranged from time to time with advance materials for time-
sensitive matters.
Directors have regular direct access to both senior and junior level employees at Oakley
as a key service provider. The Management Engagement Committee promotes and
supports continuous improvement from both a tactical service delivery and a high-level
strategic engagement perspective.
Operational services and administration services are provided by the existing Investment
Adviser, Oakley Capital. Clear separation is observed between the administration
function, accounting and investment advisory services.
Principle 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.
Company position and update
The Board has appointed Carey Olsen Bermuda for corporate secretarial services, and
the Company has its registered address at the Carey Olsen offices.
The Governance, Regulatory and Compliance Committee oversees the review of all
policies and procedures, which is performed at least annually and updated where
appropriate.
Directors and committees of the Board continue to have access to independent
professional advice, at the Company’s expense, as appropriate.
The Risk Committee commissioned an independent assessment of the Company’s risk
register during the year, which validated the scope of risk considered and the robustness
of existing arrangements.
G
o
v
e
r
n
a
n
c
e
111
Oakley Capital Investments / Annual report 2023 / Corporate governance
Board leadership and
purpose
Principle J
Division of responsibilities
Composition, succession and
evaluation
Audit, risk and internal control
Remuneration
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 and cognitive
and personal strengths.
Company position and update
The Nomination Committee completes a formal due diligence process on all
appointments, and reviews annually the continued suitability of Directors by means of
self-declaration questionnaires.
Promotion of inclusiveness, diversity and variety of professional experience as well as
personal strengths are thoroughly incorporated in decision-making for Director selection
and effective succession planning.
During 2023, Stewart Porter retired from the Board. While discussions were held with a
potential successor, these did not come to fruition. The search for a new director will
continue in earnest in 2024.
Principle 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.
Company position and update
The Board continues to consider its level of diversity of demographic and soft and hard
skills, as well as a balance of appropriate experience and tenure. Each of the Directors
retires and is 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.
All Directors were re-elected to the Board during the November 2023 Annual General
Meeting, with the exception of Stewart Porter, who retired from his position. Due to the
long-term nature of the Company’s investments in the Oakley Funds, director continuity
and succession planning are important considerations that are considered and assessed
by the Nomination Committee of the Board.
Principle 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.
Company position and update
Board and committee effectiveness is formally assessed annually.
The objective of Board diversity, inclusion and collaboration is considered during the
Board nomination and evaluation process, and feeds into the annual diversity disclosure
within this report.
112
Oakley Capital Investments / Annual report 2023 / Corporate governance
Board leadership and
purpose
Principle M
Division of responsibilities
Composition, succession and
evaluation
Audit, risk and internal
control
Remuneration
The Board should establish formal and transparent policies and procedures to ensure the
independence and effectiveness of the external audit function and satisfy itself on the
integrity of financial and narrative statements.
Company position and update
The Audit Committee considers the independence, quality and effectiveness of the
external auditors at least annually.
The Company rigorously follows policy and procedure to ensure independence and
effectiveness of external audit and integrity of the Financial Statements and narrative
reporting. During 2023, the non-audit services policy was reviewed by the Company.
Refer to the Audit Committee report.
G
o
v
e
r
n
a
n
c
e
Principle N
The Board should present a fair, balanced and understandable assessment of the
Company’s position and prospects.
Company position and update
The Company’s financial position and prospects are reviewed on an ongoing basis; refer
to the viability statement. This includes assessment and monitoring of emerging and
principal risks relevant to the business model of the Company. The Annual and Half-yearly
Reports published in 2023 provided fair, balanced and understandable commentary on
the Company’s position and prospects.
Principle 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.
Company position and update
The Risk Committee of the Board proposes at least annually to the Board the level of risk
tolerances, balancing risk and opportunity. Quarterly risk monitoring clearly distinguishes
where the Board can set tolerances and control risk, or where it can monitor for early
warning signals to trigger engagement with service providers or other external parties for
other potential actions.
Emerging risks are monitored and incorporated into the risk appetite framework as
opportunities arise or new market or strategic objectives emerge.
The Audit Committee also maintains oversight of the Company’s internal financial
reporting controls and consider the internal financial reporting controls of Oakley.
113
Oakley Capital Investments / Annual report 2023 / Corporate governance
Board leadership and
purpose
Principle P
Division of responsibilities
Composition, succession and
evaluation
Audit, risk and internal control
Remuneration
Remuneration policies and practices should be designed to support strategy and
promote long-term sustainable success.
Company position and update
All Independent Directors of the Company, excluding Peter Dubens (no fees), are paid a
fixed Directors’ fee only.
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.
As at 31 December 2023, all Directors that have reached the three-year threshold met this
G
o
v
e
r
n
a
n
c
e
requirement.
Principle Q
A formal and transparent procedure for developing remuneration policy should be
established. No Director should be involved in deciding their own remuneration outcome.
Company position and update
The Remuneration Committee reviews market appropriateness and fairness of Director
remuneration at least annually. The annual fees were reviewed in September 2023 and
maintained at the levels set during 2022. Further detail is included within the
Remuneration Committee’s Remuneration report.
Principle R
Directors should exercise independent judgement and discretion when authorising
remuneration outcomes, taking account of Company and individual performance, and
wider circumstances.
Company position and update
Company performance, operating complexities, individual contribution and market
circumstances are all considered by the Remuneration Committee in setting Directors’
fees. The Company has in place a Remuneration Committee, which is responsible for the
remuneration of the Board, while ensuring that no Director determines their own
remuneration.
114
Oakley Capital Investments / Annual report 2023 / Audit Committee report
Audit Committee report
G
o
v
e
r
n
a
n
c
e
“
The underlying business
performance of the Oakley Funds’
portfolio companies and direct
investments is a key focus for both
the Committee and OCI’s Auditor.
Richard Lightowler Chair of the Audit Committee
Other Audit Committee members:
Fiona Beck Committee member
Caroline Foulger Committee member
Achievements in 2023
Objectives for 2024
• Robust review of valuation approach and assumptions
• Continued oversight of valuation process supporting
in light of volatile macro-economic conditions.
the integrity of reported NAV
Conclusion that investments continue to be fairly valued
• Oversight and assessment of quality of financial
through external training, developed competencies in
reporting, internal controls and external audit
ESG reporting, including the Task Force on Climate-
• Continued focus on transparent reporting
related Disclosures
• Consider independence and quality of alternate
• Assessed independence and quality of external auditors
external audit firms; additionally, consider timing and
• Appointment of new third-party independent valuation
appropriateness of tender process
provider and consideration of results and quality of
work performed
• Reviewed the non-audit services policy
Audit Committee role
Significant estimates
Ensures fair, balanced and understandable reporting of
The most significant estimates in the Company’s Financial
Company results and valuations.
Statements are the fair value of the Oakley Funds and the fair
The principal role of the Audit Committee is to consider the
value of direct investments.
following matters and make appropriate recommendations to
Key elements considered by the Audit Committee in its
the Board to ensure that:
consideration of fair values of Oakley funds are:
• the integrity of financial reporting and the Annual Report,
• valuation approach to underlying portfolio companies –
taken as a whole, is fair, balanced and understandable and
understanding input data, assumptions and methodologies
provides the information necessary for shareholders to
used;
assess the Company’s performance, business model and
• consistency in valuation approach;
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 financial reporting internal control systems of the
Company are adequate and effective.
The Audit Committee met six times during 2023. It formally
reports to the Board on its proceedings after each meeting.
Attendance is summarised as part of the report by the
• investments are valued in accordance with the International
Private Equity and Venture Capital (IPEV) Valuation
Guidelines;
• results of independent, third-party valuation engagement
commissioned by the Investment Adviser, which produces
an annual independent valuation of each portfolio
company;
• results of backtesting performed by the Investment Adviser
comparing realisations against carrying values on disposal;
• internal controls, including the work of the Valuation
Committee at the Investment Adviser; and
Nomination Committee of the Board.
• results of the independent audit, including detailed
discussions with the audit team.
G
o
v
e
r
n
a
n
c
e
115
Oakley Capital Investments / Annual report 2023 / Audit Committee report
The continued conflict between Russia and Ukraine
As part of the liquidation of Fund I, OCI’s direct debt
throughout 2023, combined with increasing tensions and
investment with Fund I was settled via the transfer of shares in
conflict in the Middle East continue to drive a prolonged
Time Out, and its holding in Fund I was repaid by a
period of economic and geopolitical uncertainty, with
distribution in specie of Time Out shares. This resulted in the
stubborn levels of inflation and high interest rates impacting
Company's ownership in Time Out now being direct rather
many businesses. The Committee remains focused on how
than indirect. In its consideration of the fair value, the
these impacts have been addressed in the assumptions and
Committee:
methods used in the valuations. Specifically, the potential
impacts of economic downturns and inflation on portfolio
company operating performance, the impact of interest rates
on valuation multiples, the quality, and relevance of
comparables use, general market activity, and the availability
of credit and its impact on fund credit facilities and therefore
• obtained and reviewed the Investment Adviser’s
assessment of the volume and level of activity of the Time
Out shares and the appropriateness of the fair value to be
measured at the quoted market price on the measurement
date; and
the Company’s cash flow and liquidity.
• considered whether a discount of the quoted value of Time
During the year, OCI’s direct debt investments with North Sails
were converted into preferred equity. In its consideration of
the fair value, for this restructuring of the Committee:
Out shares in the settlement was appropriate, ultimately
concluding that it was not.
The Audit Committee concluded that the valuation process
was effective in providing fair value estimates for both the
• obtained and reviewed detailed valuation documents
fund and direct investments. It also noted that the valuation
provided by the Investment Adviser, which includes trading
process, internal controls and accounting principles used were
performance of counterparties, out-turn and return analysis
consistent with previous years.
for OCI following the debt-to-equity conversion, and fair
value estimates;
• commissioned an independent, third-party valuation
adviser to produce an independent valuation for the
preferred equity investment with North Sails; and
• considered the results of the work of the independent
Auditor.
Except for the independent, third-party valuation reports and
external audits that are performed at year-end only, the
valuation process is also consistent with the quarterly
processes.
“
The Committee remains focused on
how macro-economic factors have
been addressed in the assumptions
and methods used in the valuations.
Richard Lightowler Chair of the Audit Committee
Financial reporting internal controls
Financial reporting and administration functions of the
Company are mostly outsourced to Oakley through an
Investment Advisory and Operational Services Agreement. The
Committee is provided with documents detailing the key
internal controls in the financial reporting process. Further, it
has regular access to and discussions with the finance team of
Oakley as part of the regular financial reporting process. The
operating effectiveness of financial reporting controls and
reports back to the Board. Through these combined activities
the Audit Committee is satisfied that financial reporting
internal controls are adequate and effective.
During the year, the Audit Committee reviewed and approved
the publication of the quarterly NAV, the Half-yearly Report
and Accounts and the dividend declarations.
Committee also receives regular reporting from the Oakley
The Audit Committee approved the Annual Report, confirming
compliance function. On at least an annual basis the
to the Board that financial and narrative reporting is fair,
Management Engagement Committee conducts a formal
balanced and understandable.
assessment of the performance of Oakley, including the
116
Oakley Capital Investments / Annual report 2023 / Audit Committee report
Audit: independence and objectivity
meets with the external Auditor in person at least twice a year.
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 quality
and effectiveness of the audit process. The Audit Committee
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.
G
o
v
e
r
n
a
n
c
e
“
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.
Richard Lightowler Chair of the Audit Committee
The Company concluded a comprehensive review and tender
consideration of a future tender process. For potential firms
process of KPMG as external Auditor in 2020 and continues to
that are not currently independent, the Committee considered
be satisfied with the team and quality of services provided by the
the steps and timelines that would be needed to be taken by
external Auditor during 2023. At the AGM in November 2023, the
the Company, Oakley, or the audit firms to become
Board resolved to reappoint KPMG as the Company’s Auditor.
independent to allow for and orderly and robust tender
It was confirmed that KPMG was engaged to complete an
audit of the Company’s Financial Statements for the year
process in the future. The Committee will continue to monitor
progress in this regard.
ended 31 December 2023.
Internal control and risk management
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, and the quantum of fees in relation to the audit fee, in
accordance with the Company’s non-audit services policy.
During the year, the Audit Committee approved the following
non-audit services provided by KPMG:
• ESG training to the Board of Directors
The Committee is satisfied that these services do not impact
Auditor independence or otherwise impact the quality of the
external audit.
Consideration of independence and credentials of alternate
external audit firms
The Audit Committee considers the potential need for an
internal audit function on an annual basis and has to date
concluded that adequate internal Oakley assurance processes
exist to satisfy and validate the adequacy of internal controls.
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. The Company did not
receive any whistle-blowing reports during 2023.
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 on internal controls, the identification of any
weaknesses or significant changes in process.
The Company aims to apply the highest standards of
On behalf of the Board.
corporate governance. Whilst the Committee is satisfied with
the quality, performance and independence of KPMG, the
Committee undertook a process to determine the
independence and credentials of other audit firms in
Richard Lightowler
Chair of the Audit Committee
117
Oakley Capital Investments / Annual report 2023 / Risk Committee report
Risk Committee report
G
o
v
e
r
n
a
n
c
e
“
The Risk Committee ensures
appropriate establishment of risk
appetite, monitoring and
management of existing and
emerging risk factors relevant to
the Company.
Fiona Beck Chair of the Risk Committee
Other Risk Committee members:
Richard Lightowler Committee member and Chair of the Risk
Committee from 2024
Objectives for 2024
Achievements in 2023
• Active monitoring of liquidity and commitments
• Adoption of third party recommendations to
• Built on reporting of macro-economic impacts on our
strengthen the risk management framework
portfolios at a more granular level
• Ensure the risk incident report remains clear of any
• Ensure the risk incident report remains clear of any
material risk events for the year
material risk events for the year
• Continue enhancing the liquidity, performance and
• Build on the programme around regulatory, ESG and
direct investments risk management by reviewing the
emerging risks
key risk indicators and thresholds.
• Implementation of a firm-wide governance, risk and
compliance software for comprehensive tracking of
risks and controls
• third-party review of risk registers and risk
management processes, resulting in updated risk
controls and risk indicators in accordance with risk
management best practices.
Risk Committee role
Ensures appropriate establishment of risk appetite,
monitoring and management of existing and emerging risk
factors relevant to the Company.
Overall, the portfolio has remained resilient with low leverage
relative to peers; they are typically asset-light businesses with
strong market positioning and many operate subscription-
based pricing models allowing for pricing elasticity. These
factors have enabled them to navigate the current market
Effective identification, management and mitigation of risk is
conditions.
essential for achieving the Company’s strategic objectives. The
Board of Directors is responsible for developing and
maintaining the Company’s risk management strategy, with
oversight from the Risk Committee. The Risk Committee is
responsible for implementing the risk management strategy,
monitoring and reporting, managing risk tolerance and
ensuring the effective application of risk management in the
Company’s operations.
Risk Committee activity
The Risk Committee was active in 2023 against a backdrop of
ongoing challenging macro-economic conditions and continued
geopolitical risk. The particular focus was to consider the effects
of rising interest rates, inflationary pressures, economic
slowdown and foreign currency fluctuations on portfolio
companies, together with the resulting impact on operating and
finance models and valuations.
At the Company level, short and long-term cash flow
modelling and additional (extreme) stress testing continue to
show the Company operating within established liquidity risk
tolerances. The newly established credit facility provides
further headroom in the form of a £175 million committed
facility with an option to increase the facility by £50 million. In
the context of geopolitical risk, direct exposure to the
continued Russia/Ukraine conflict and more recent conflict in
the Middle East has been minimal.
During the year, the Committee worked with the Oakley risk
team to review the risk registers and risk reporting to the
Board with the benefit of external specialist input, including
analysis of the Company’s risk appetite statements, further
enhancements to dashboard reporting and regular quarterly
reporting on both existing and emerging risks.
118
Oakley Capital Investments / Annual report 2023 / Risk Committee report
The risk and compliance teams collaborated with an
The Chair of the Risk Committee is appointed by the Board of
independent third party throughout the year to review risks
Directors. The role and responsibility of the Chair of the Risk
and controls, enhancing the risk framework by updating
Committee is to set the agenda for meetings of the Risk
internal risk indicators' measurement and thresholds.
Committee and, in doing so, takes responsibility for ensuring
G
o
v
e
r
n
a
n
c
e
that the Risk Committee fulfils its duties under its terms of
The Committee continues to work with Oakley on its cyber
security risk agenda, which covers the risks at both the Oakley
reference.
level and portfolio company level.
The Risk Committee met twice during the year, with quarterly
2024 focus
Looking ahead to 2024, the Risk Committee will continue to
support the Board in ensuring the Company operates within
established risk tolerances in what is expected to remain a
very volatile macro-economic and geopolitical environment.
An important part of this is being mindful of, and proactive
with, emerging risks. Particular areas of focus for 2024 are
expected to be:
• Continued focus on cash flow management and liquidity
risk
• Monitoring emerging risks and uncertainties with the
objective of reducing their likelihood and impact
• Remain at the forefront of regulatory best practices.
reports supplied to the Board as part of the Board’s active
monitoring approach.
In the Strategic report, you can view the principal risks and
uncertainties faced by the Company. Note 5 to the
Consolidated Financial Statements provides detailed
explanations of the risks associated with the Company’s
investments.
On behalf of the Board.
Fiona Beck
Chair of the Risk Committee
“
The Risk Committee was active in
2023 against a backdrop of ongoing
challenging macro-economic
conditions and continued geopolitical
risk.
Fiona Beck Chair of the Risk Committee
119
Oakley Capital Investments / Annual report 2023 / Management Engagement Committee report
Management Engagement Committee report
G
o
v
e
r
n
a
n
c
e
“
The Management Engagement
Committee reviewed the
performance and compliance with
agreements with Oakley in 2023
and ensured that the provided
feedback was acted upon.
Caroline Foulger Chair of the Management Engagement
Committee
Other Management Engagement Committee members:
Richard Lightowler Committee member
Achievements in 2023
Objectives for 2024
• Thorough review of Oakley’s service delivery against
• Continue to closely monitor the operational and
clearly defined KPIs and feedback provided in
administration services provided by Oakley in line
previous years
with KPIs and contractual terms
• Enhanced fee transparency and budgeting with
• Consider a rotation of other services providers.
Oakley
• High-level consideration of services from other key
providers.
Management Engagement Committee role
Reviews on a regular basis the appointment, remuneration
and performance of the key service providers to the
Company, with a particular focus on Oakley, which is
appointed as the Investment Adviser, Administrator and
Operational Services Provider.
The Committee is focused on the quality and value of the
services provided throughout the year. It monitors this by
assessing performance throughout the year, supported by
targeted assessments of controls, reporting and maintaining
strong interactions with service providers.
The Chair of the Management Engagement Committee is
appointed by the Board of Directors.
The Management Engagement Committee met two times
during the year and is scheduled to meet three times during
2024. The Committee formally reports to the Board on its
proceedings.
Investment Adviser, Operational Service Provider and
Administrator
The Management Engagement Committee key focus
continues to be the provision of services and performance by
Oakley and alignment with the Investment Advisory and
operational services and Administration Agreements in place
with this key service provider. Other service providers were
considered for review during the year and it was assessed that
no further specific reviews would be performed in 2023 as
they continue to be less material in nature, being reviewed on
rotation and, importantly, no issues or exception reporting was
identified during the year.
G
o
v
e
r
n
a
n
c
e
120
Oakley Capital Investments / Annual report 2023 / Management Engagement Committee report
Factors assessed by the Committee during the year include:
The Committee unanimously recommended to the Board that
• quality of financial reporting;
the engagement with Oakley be continued and commended
them on their performance and delivery during the year.
• the quality and effectiveness of internal controls (as
observed in Audit Committee report and the Directors'
Other key service providers
report);
• the continued performance of Oakley in line with
contractual arrangements and key performance indicators
along with the holistic performance throughout the year;
• the depth and quality of reporting provided by the Oakley
risk and compliance teams throughout the year to other
committees of the Company;
While the selection and instruction of key third-party service
providers continues to remain the purview of the Board, in
most instances, the day-to-day relationships with other key
service providers are managed by employees of Oakley on
behalf of the Company. Throughout the year, members of
both the Committee and wider Board regularly discussed the
performance of its legal, financial advisory, brokerage,
corporate secretarial and administration service providers.
• ongoing support provided by the Oakley investor relations
team and, in particular, ongoing engagement with
Diversity and inclusion
shareholders; and
• continued evolution of ESG and diversity activities.
In reviewing the performance of Oakley, the Committee’s
reviews have concluded that Oakley continues to meet its
obligations under the Investment Advisory and Operational
Services Agreement and the Administration Agreement and
the key performance indicators. Further, Oakley has increased
The Company continues to welcome and encourage inclusion
and diversity across its key service providers and its Board,
recognising the benefits brought through diversity of thought.
The Board believes that a wide range of experience,
perspectives, skills and personalities allows Directors to share
varying perspectives and insights, helping to create an
environment of balanced and inclusive decision-making.
the amount of resource in place to deliver the services set out
The Committee promotes the importance of leading by
under these agreements, enhanced its enterprise and fund risk
example on and encouraging inclusion, equity and diversity as
oversight, monitoring and reporting frameworks, providing the
it relates not only to Oakley, but also to the composition of
Company with greater insight and comfort that its regulatory
Oakley portfolio company founders, boards and leadership
obligations continue to be met. The Committee’s 2023 review
teams, and has duly considered diversity and inclusion
notes that Oakley has worked to address the findings from the
reporting provided by Oakley in relation to the underlying
2022 review. Various minor enhancement opportunities were
investments.
identified, which have been accepted by Oakley. The
Committee was particular to point out that prioritising
On behalf of the Board.
progress on the direct investments is a key objective for OCI in
Caroline Foulger
2024.
Chair of the Management Engagement Committee
“
The Committee promotes the
importance of leading by example on
and encouraging inclusion, equity and
diversity.
Caroline Foulger Chair of the Management Engagement Committee
121
Oakley Capital Investments / Annual report 2023 / Nomination Committee report
Nomination Committee report
G
o
v
e
r
n
a
n
c
e
“
Nomination Committee ensures
continued effective operation of the
Board and its committees.
Caroline Foulger Chair of the Nomination Committee
Other Nomination Committee members:
Richard Lightowler Committee member
Achievements in 2023
Objectives for 2024
• Recommended and sought the reappointment of
• Recommend the appointment of a new Non-
four Directors of the Board
Executive Director
• Managed the retirement of Independent Non-
• Obtain shareholder support in all proposed re-
Executive Director, Stewart Porter
elections at the AGM
• Obtained shareholder support in all resolutions at the
• Continue to enhance Board effectiveness.
AGM
• Review and assessment of Board performance and
effectiveness during the year
• Oversaw the preparation and implementation of the
Board Succession Policy.
Nomination Committee role
Ensures continued effective operation of the Board and its
committees.
Non-Executive Directors to cease being independent after a
period of nine years, the Committee specifically considers
independence where relevant. In its review of the effectiveness
of the Board, the Committee monitors Board and committee
The purpose of the Committee is to facilitate the effective
meeting attendance.
operation of the Board and its committees, and to oversee
nominations, appointments and reappointments to the Board.
In summary, the process includes, but is not limited to:
During the course of 2023, the Committee accepted the
retirement of Stewart Porter as Non-Executive Director. The
Committee will shortly be commencing the process to appoint
• reviewing the succession plans and needs for the Chair of
a new Independent Non-Executive Director, being mindful of
the Board and Directors;
the existing Directors' skills and experience and also Listing
• seeking strong, qualified candidates, considering specific
Rules targets on Board diversity.
criteria determined by the Board;
• agreeing a short-list of candidates; and
Board effectiveness
• conducting interviews both individually and inclusive of the
At the end of 2023, the Nomination Committee conducted an
Board as a whole.
Members of the Committee vote on the election of new
candidates, following which appointment is recommended to
the full Board, and subsequently for re-election at the AGM of
shareholders.
Effectiveness Review of the Board, the results of which
demonstrate a strong overall performance, and an effective
Board. In the 2022 iteration of this review, it was agreed to
amend certain roles to align the total number of Directors to be
consistent across each of the committees, with the exception
of the Audit Committee. The roles of each committee were
The Board considers diversity when making a new
reviewed and amended to ensure that the responsibilities of
appointment and seeks to get a unanimous vote on the
each are sufficiently well defined and distinct from one another.
appointment of the proposed candidate. Caroline, as Chair of
It is the view of the Nomination Committee that not only are
the Board, cannot vote on her own appointment.
the roles and responsibilities of the committees well defined
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, as the AIC Code considers Independent
and distinct, but that there is also the correct level of oversight
of each of the areas.
122
Oakley Capital Investments / Annual report 2023 / Nomination Committee report
At the end of 2023, to more evenly distribute roles across the
requisite disclosures, which came into effect from 31
Directors, the Nomination Committee recommended, and the
December 2023. Accordingly, the Company has set out a
Board approved, the following appointments:
summary of its performance against the Board composition
targets and succession planning in the Corporate governance
G
o
v
e
r
n
a
n
c
e
• Fiona Beck as Chair of the Governance, Regulatory and
Compliance Committee, in place of Stewart Porter;
principles section.
• Caroline Foulger was also added as a member of the
Board attendance
Governance, Regulatory and Compliance Committee; and
Attendance at all Board and committee meetings throughout
• Richard Lightowler as Chair of the Risk Committee.
2023 by Directors is as shown in the table below. Attendance
The Committee welcomes the development of the Listing
Rules regarding the composition of the Board of Directors and
of committee meetings is shown only where Directors are
members of that committee.
Director
Caroline Foulger
Fiona Beck
Peter Dubens (or David Till as alternate)
Richard Lightowler
Stewart Porter (retired in November 2023)
Board
meetings
(10)
Audit
Committee
(6)
Governance,
Regulatory
and
Compliance
Committee
(3)
Management
Engagement
Committee
(2)
Nomination
Committee
(3)
Risk
Committee
(2)
Remuneration
Committee
(1)
6
5
6
10
9
9
10
9
3
3
2
2
3
3
2
2
1
1
Bermuda economic substance regulations require the
the Company’s response as at 31 December 2023 are set out
attendance of Board members to be in Bermuda when certain
below, with the data being collected from the Directors as
matters are under discussion. If at times this is not possible,
part of voluntary and open discussions and in compliance with
individual directors may not be included in the total.
applicable data protection regulation. It is noted that, as
Board diversity
Stewart Porter retired from the Board prior to 31 December
2023, he is not included within the metrics set out within the
The Company welcomes the new Listing Rules targets and
tables below.
transparency requirements on board diversity. The targets and
Target
At least 40% of the board are women
At least one of the senior board positions is a woman
Chair, Chief Executive Officer (CEO), Senior Independent
Director (SID) or Chief Financial Officer (CFO)
Met
Yes
Yes
Response
50% of the Company’s Directors are female
Caroline Foulger joined the Company as a
Director in 2016 and was appointed Chair in
2018
At least one member of the board is from a minority ethnic
background
No
Although the Company has not met this target
it recognises and understands the importance of
ethnic diversity within boards and is actively
applying a diversity lens to its Board
composition analysis in conjunction with its skill
sets assessment and that any new
appointments will be made in the best interests
of the Company and shareholders.
Reporting table on sex/gender representation
Women
Men
Not specified/prefer not to say
Number of Board
members
Percentage of the
Board
2
2
-
50%
50%
-
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
1
0
-
Number in
executive
management*
Percentage
of executive
management
N/A
*OCI does not have its own Executive Management. All executive functions are outsourced to Oakley under the supervision of the Board.
123
Oakley Capital Investments / Annual report 2023 / Nomination Committee report
Reporting table on ethnicity representation
Number of board
members
Percentage of the
board
Number of senior
positions on the
board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage of
executive
management
G
o
v
e
r
n
a
n
c
e
White British or other White (including
minority-White groups)
Mixed/Multiple ethnic groups
Asian/Asian British
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
4
-
-
-
-
-
100%
-
-
-
-
-
1
-
-
-
-
-
N/A
The Board is now comprised of 50% female members
and skills and expertise, it was also recommended that all
(including the Chair of the Board). The Committee understands
Directors, excluding Stewart Porter, who retired in advance of
and recognises the importance of ethnic diversity within its
the 2023 AGM, be put forward for re-election at the 2023 AGM.
Board of Directors, and is actively incorporating consideration
of this into its succession planning approach. The Board is
overseeing the creation of a Board Diversity Policy, to ensure a
diversity lens is applied when considering its composition once
the right skill sets have been accounted for.
Independence
In light of Stewart Porter’s retirement, the Nomination
Committee discussed the potential appointment of a new
Independent Non-Executive Director candidate during the
course of 2023, and although these discussions did not come
to fruition, the Nomination Committee is committed to
revisiting this process in 2024.
Recommendations to appoint or reappoint Directors to the
Board are made with due consideration given to the
On behalf of the Board.
independence of each Director.
Considering the Nomination Committee’s assessment of the
effectiveness of the Board, their respective time commitments,
Caroline Foulger
Chair of the Nomination Committee
“
The Board will be considering
diversity as one of several lenses
when making a new appointment in
2024 and seeks to get a unanimous
vote on the appointment of the
proposed candidate.
Caroline Foulger Chair of the Nomination Committee
124
Oakley Capital Investments / Annual report 2023 / Governance, Regulatory and Compliance Committee report
Governance, Regulatory and Compliance Committee report
G
o
v
e
r
n
a
n
c
e
“
The Governance, Regulatory and
Compliance Committee ensures
continued improvement to
governance practices, and
compliant conduct of the
Company’s business.
Fiona Beck Chair of the Governance, Regulatory and Compliance
Committee
Other Governance, Regulatory and Compliance Committee
members:
Caroline Foulger Committee member
Achievements in 2023
Objectives for 2024
• Collaboration with Oakley Capital on IT and
• Readiness for the Bermuda Personal Information
cybersecurity assessments and resiliency
Protection Act (PIPA)
• Ongoing screening of direct shareholder across the UK,
• Ensuring the Board effectively oversees and
US and EU sanctions and watch lists
implements changes in regulation, governance and
• Detailed monitoring of ongoing obligations and Director
compliance requirements.
responsibilities
• Streamlining the Company’s policies and procedure
documents
• Appointment of Fiona Beck as Chair of the Committee
• Assessment of the Pillar 2 Global Minimum Tax rules on
OCI's corporate income tax, which was concluded to
have no impact on OCI.
Governance, Regulatory and Compliance Committee role
Ensures continued improvement to governance practices,
and compliant conduct of the Company’s business.
The Company’s compliance with the AIC Code is summarised
as part of the Corporate Governance report.
Regulatory and compliance
The principal duties of the Governance, Regulatory and
The ongoing conflict between Russia and Ukraine and, more
Compliance Committee are to evaluate, monitor and thereby
recently, the increased tensions and conflict in the Middle East
ensure the Company’s ongoing compliance with the relevant
continue to present a heightened sanctions risk to companies
codes, including the AIC Code best practice, applicable laws
across a variety of sectors.
and regulations and general compliance with and maintenance
of the Company’s policies.
Building on enhanced screening completed by the Oakley
compliance team and other relevant service providers, the
The Committee met three times during the year and formally
Committee continues to oversee the robustness of initial and
reports to the Board. Attendance is encouraged for all Board
ongoing due diligence performed on investors in the Oakley
members, as it serves as a forum for regulatory awareness and
Funds, the underlying portfolio investments and the
complements the broader annual training programme.
Company’s direct shareholder against global sanction lists. The
Governance
The Committee continues to consider and track the Company's
alignment with the 42 provisions and 18 principles of the AIC
Code (which is aligned to a significant extent with the UK
Corporate Governance Code), including observed market best
practice as it relates to the implementation thereof.
Company can confirm that it has no direct operational or
financial exposure to Russia, Ukraine, Israel or Palestine.
The Committee also monitors compliance with relevant
London Stock Exchange regulations and Bermuda legal
obligations and that Directors strictly adhere to the Company’s
Share Dealing Code.
125
Oakley Capital Investments / Annual report 2023 / Governance, Regulatory and Compliance Committee report
G
o
v
e
r
n
a
n
c
e
Tax compliance
The Committee continued to ensure the Company’s tax affairs
are managed in line with relevant tax regulations and the
Company’s overall approach to governance and transparency.
As in previous years, the Committee received presentations
from external tax advisers and the Investment Adviser on the
tax environment, tax compliance and overall approach.
The Committee has also commissioned a Company tax policy
to guide the Company on economic substances matters, and
to provide guidance to the Directors on Board meeting
attendance when travelling outside of Bermuda.
Fiona Beck
Chair of the Governance, Regulatory and Compliance Committee
“
The Committee continued to ensure
the Company’s tax affairs are
managed in line with relevant tax
regulations and the Company’s
overall approach to governance and
transparency.
Fiona Beck Chair of the Governance, Regulatory and Compliance
Committee
126
Oakley Capital Investments / Annual report 2023 / Remuneration Committee report
Remuneration Committee report
G
o
v
e
r
n
a
n
c
e
“
Remuneration Committee provides
for unbiased, fair and appropriate
Director remuneration.
Richard Lightowler Chair of the Remuneration Committee
Other Remuneration Committee members:
Caroline Foulger Committee member
Achievements in 2023
Objectives for 2024
• Considered Director remuneration and agreed to
• Continue to observe and assess market-relevant
maintain remuneration at 2022 levels.
remuneration practices to ensure a fair and
competitive remuneration structure with a focus on
maintaining objectivity.
Remuneration Committee role
Provides for unbiased, fair and appropriate Director
remuneration.
The Company’s cyclical meetings continue to be held quarterly,
with meetings held over two days following preparatory pre-
meetings with respective Directors. Additional meetings are
held ahead of the release of quarterly valuations and the
The Remuneration Committee is tasked with reviewing and
number of ad hoc meetings and meetings with the Manager
determining, on an annual basis, the level of fees payable to the
have remained at the same cadence as in 2022. The
Company’s Directors, with a view to ensuring the appropriate
Committee agreed to recommend to the Board that the fee
remuneration of the Board, while ensuring no Director
rate should not increase from the fees agreed in 2022, and to
determines their own remuneration.
continue to monitor to ensure compensation remains
The Committee has a key objective of maintaining a
competitive.
competitive remuneration model that attracts and retains high-
Having considered the comprehensive review undertaken by
calibre members. Remuneration is reflective of the amount and
the Committee in 2022, and taking into account the current
quality of contribution made by the Board members and is
market trends, it was recommended to the Board, and was
designed to ensure Directors are free of conflict and act in the
approved that:
best interests of the Company.
Remuneration Committee activity
During 2022 the Committee conducted a comprehensive
review of remuneration. In performing the review, the
Committee obtained an independent market study on director
remuneration models and trends; performed a broader market
study, using publicly available data; considered the results of
Board effectiveness surveys conducted over the past two
years; and considered the time committed and responsibilities
carried by individual Board members.
“
The Committee recommended to the
Board that Director remuneration rates
remain the same as agreed in 2022.
• Director remuneration would continue to be paid on a fixed
fee basis with no increases to the rates attributed to each
role agreed in the previous year;
• additional fees will continue to be paid to the Board Chair
and Audit Committee Chair in recognition of the additional
time commitment and responsibilities of those two roles;
and
• in line with previous years, no fees will be paid to Directors
who also hold executive management roles with Oakley
Capital.
The Committee will continue to perform an annual assessment
of Director remuneration.
On behalf of the Board.
Richard Lightowler
Chair of the Remuneration Committee
127
Oakley Capital Investments / Annual report 2023 / Remuneration report
Remuneration report
The annual fees for Non-Executive Directors who served in the
No Director has a service contract with the Company and
period from 1 January 2023 to 31 December 2023 were
each Director is appointed by a letter of appointment setting
reviewed in September 2023. Directors are remunerated in the
out the terms of their appointment. Directors are elected
form of fixed fees payable to the Director personally in US
annually by shareholders at the AGM.
dollars, as the currency of the Company’s Bermuda residence.
An additional fee is paid to the Chair of the Board and to the
Directors’ interests in shares of the Company
Audit Committee Chair (in recognition of extra workload and
The Board has a policy whereby each Director is required to
responsibility, in line with market practices).
buy and hold sufficient stock in the Company to represent a
The total amount of remuneration paid by the Company to its
Directors during the year ended 31 December 2023 was
£528,000 (2022: £473,000)1 .
Note, Peter Dubens and his alternate, David Till, are each
Directors of Oakley Capital and serve without a fee.
Additionally, there are no long-term incentive schemes
provided by the Company and, no performance fees are paid
to Directors.
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. The table below shows the number of shares each
Director holds in the Company, as at 13 March 2024.
G
o
v
e
r
n
a
n
c
e
Director
Caroline Foulger
Peter Dubens
Richard Lightowler
Fiona Beck
Stewart Porter (retired in November 2023)
Number of
shares as of
13 March
2024
Number of
shares as of
8 March
2023
164,380
142,000
19,616,360
18,242,581
167,200
167,200
50,000
40,000
56,793
56,793
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.
1 Amounts converted from USD to GBP as appropriate
G
o
v
e
r
n
a
n
c
e
128
Oakley Capital Investments / Annual report 2023 / Directors’ report
Directors’ report
The Directors of the Company believe
the direct relationship with the
Investment Adviser continues to
enhance long-term shareholder value.
Investment management and administration
Oakley makes investment recommendations to the Company
along with structuring and negotiating deals for the Oakley
Funds.
The Directors of the Company believe the direct relationship
with Oakley continues to enhance long-term shareholder
value, and builds cost efficiencies and synergies that help the
Company’s performance and overarching objectives. The
The Company is a self-managed Alternative Investment Fund
Management Engagement Committee formally reviews the
(AIF), and the Board has the ultimate decision whether or not
performance of the Oakley Funds at least annually.
to invest in Oakley Funds, in line with its investment policy.
Share issuance and buy-backs
Typically, the Company’s decisions are made after reviewing
the recommendations provided by the Investment Adviser,
and after consulting with legal and other advisers where
appropriate.
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
advice to, or management of, the Oakley Funds.
The Company receives investment advisory, administration
and operational services from Oakley Capital Limited (‘Oakley’,
or ‘the Investment Adviser’). Oakley is incorporated in the UK
and is authorised and regulated by the UK Financial Conduct
Authority (FCA) for the provision of investment advice and
arranging of investments.
No ordinary shares were issued or repurchased during 2023,
and no such issuances are currently expected. The Company
has completed £57 million of share buy-backs in aggregate
over the past three years. The Company has in place
authorisation to buy back shares 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 narrowing the discount to NAV 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 the Company and its
shareholders as a whole.
Substantial shareholdings
The table below shows the material shareholders with an interest of 3% or more in the Company’s ordinary shares, as at 31
December 2023:
Shareholder
Oakley Capital Investments Limited Directors and Company Related Holdings
Asset Value Investors
Hargreaves Lansdown
Lombard Odier Investment Management
City of London Investment Management
Jon Wood & Family
Hawksmoor Investment Management
Interactive Investor
Fidelity International
Lazard Asset Management
% voting rights
31 December 2023
11.97%
9.60%
7.02%
5.72%
5.59%
4.54%
4.44%
4.20%
3.46%
3.23%
Share capital and voting rights
Dividend
As at the date of this report, the Company holds no
Full year 2022 + interim 2023
ordinary shares in treasury, therefore the number of
ordinary shares in issue is:
176,418,438
4.5p
129
Oakley Capital Investments / Annual report 2023 / Directors’ report
Dividend policy and distributions
The Board has adopted a dividend policy that considers the
forecast profitability and underlying performance of the
Company in addition to capital requirements, cash flows and
distributable reserves. Compared with the volatile market,
OCI’S NAV remained stable during 2023 as a result of the
portfolio companies’ resilient performance given their high-
growth and tech-enabled nature, and therefore announced
that it would keep each of the 2023 semi-annual dividends at
the same rate as had been paid in recent years.
The Company declared a full-year dividend of 2.25 pence per
share in respect of the year ended 31 December 2022, which
was paid on 21 April 2023 and an interim dividend of 2.25
pence per share was paid in respect of the six months to 30
June 2023, on 20 October 2023.
Operational services fees
The Investment Adviser is appointed by the Company as a
primary key service provider for a) investment advisory and
operational services to the Company, in accordance with the
Investment Advisory and Operational Services Agreement
The Investment Adviser is responsible for furnishing the
Company with regular feedback on its activities, which allows
the Board to track developments within the portfolio.
G
o
v
e
r
n
a
n
c
e
The Investment Adviser has a policy of active portfolio
management and ensures that significant time and resource is
dedicated to every investment. The Investment Adviser’s
executives are typically appointed to portfolio company
boards to ensure the implementation and continued
application of active, results-orientated corporate governance.
The Company exercises its own voting rights in relation to
Time Out.
Annual General Meeting (AGM)
An AGM was held on 28 November 2023, with the results
published by RNS on the same day.
In compliance with the bye-laws of the Company, the AGM for
2024 will be conducted within 15 months of 28 November
2023, unless a longer period would not infringe the rules and
regulations of the London Stock Exchange. Details of the next
AGM will be published separately to this report.
and b) administration services to the Company under the
Capital Markets Day
Administration Agreement.
For the year ended 31 December 2023, ongoing charges were
calculated as 2.82% (2022: 2.66%) 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 AIC, which are
currently under review. They comprise recurring costs,
including operating expenses that relate to OCI as a collective
fund, 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.
Stewardship and delegation of responsibilities
Under the Investment Advisory and Operational Services
Agreement and the Administration Agreement, the Board has
delegated to the Investment Adviser substantial authority for
carrying out the day-to-day administrative and operational
The Board holds an annual Capital Markets Day typically in
May consisting of presentations to shareholders and analysts
by senior members of Oakley and management teams from a
selection of the Oakley Funds’ portfolio companies. Key topics
discussed during the 2023 Capital Markets Day include:
• An overview of the latest OCI performance, including an
update on recent market trends (fundraising, deal activity,
valuations)
• A summary of each of Oakley’s key focus sectors, their
respective market backdrops and relevant strategic
initiatives
• An update on performance and current trading of the
individual underlying portfolio companies
• Management presentations from IU Group, Phenna and
Vice Golf
• Responsible investment – the journey so far and our
focused ESG programme
functions of the Company.
• Panel discussion with Oakley and the Directors of the
Company.
“
The Investment Adviser has a policy
of active portfolio management and
ensures that significant time and
resource is dedicated to every
investment.
Caroline Foulger Chair
130
Oakley Capital Investments / Annual report 2023 / Directors’ report
Public reporting
Viability statement
The Company’s Annual Report and Accounts, along with the
Based upon this assessment, the Directors confirm they have
interim results, quarterly trading updates and ad hoc RNS
a reasonable expectation that the Company will continue in
releases, are prepared in accordance with applicable
operation and meet its liabilities as they fall due over the
regulatory requirements and published on the Company’s
period of three years from the date of this report.
G
o
v
e
r
n
a
n
c
e
website.
Compensation for loss of office
Going concern
Following the assessments performed and given the nature of
There are no agreements between the Company and its
the Company and its investments, the Directors, after due
Directors providing for compensation for loss of office that
consideration, conclude that the Company will be able to
occurs because of a change of control.
continue for the foreseeable future (being a period of 12
Financial prospects and position
In compliance with Provision 36 of 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. The Board has considered the sustainability and
resilience of the Company’s business model over the long
term. 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 to assess the long-term
viability of the Company, as required by the AIC Code. This
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 the
Consolidated Financial Statements.
time period has been chosen as a period over which the
Service providers and significant agreements
Board can reasonably, and with a sufficient degree of
likelihood, assess the Company’s prospects and over which
the existing Oakley Fund commitments are expected to be
largely drawn.
The Board has established procedures that provide a
reasonable basis to make proper judgements on an ongoing
basis as to the principal risks, financial position and prospects
of the Company. Regular reporting to the Risk Committee of
The Company engages service providers to perform certain
functions. The Board collectively and collaboratively promotes
open and direct dialogue with service providers through
formal meetings and calls, as well as informal communications
throughout the year.
The following agreements and service providers are
considered significant to the Company:
the Board provides for ongoing analysis and monitoring
• Oakley as Investment Adviser, Administrator and
against risk appetite.
Operational Services Provider under the terms of such
Strategic considerations of the Board as it relates to financial
prospects of the Company include:
• Use of leverage: The Company extended the multi-currency
revolving credit facility for a further two years and
increased commitments from lenders to £175 million,
thereby increasing OCI’s flexibility and liquidity
• Foreign exchange risk hedging: The Company has not to
date hedged its foreign exchange exposure due to the
relevant respective agreements
• Carey Olsen as Company Secretary and as legal advisers to
the Company as regards to Bermudian law
• Travers Smith as legal advisers to the Company as regards
UK listed matters
• Fried Frank as legal advisers to the Company as regards
banking and finance and funds matters
• KPMG Audit Limited as appointed Auditor to the Company
unpredictable timing and quantum of private equity fund
• Deutsche Numis Ltd replaced Liberum Capital Limited as
capital calls and distributions
broker and financial advisor (as of February 2024).
• Cash management: Cashflow forecasts are regularly
The Management Engagement Committee’s role is to review
monitored to ensure the Company can meet ongoing
on a regular basis the appointment, remuneration and
commitments to the Funds
performance of the key service providers to the Company,
with a key focus on Oakley.
• The extent to which the assets on the balance sheet of the
Company are marketable or convertible to cash
• Commitment to future Oakley Funds: Contributions based
on analyses of liquidity forecasts and investment
opportunities
• Share buy-backs: The Company periodically implements
share buy-backs for cancellation as part of its overall capital
allocation and liquidity considerations.
131
Oakley Capital Investments / Annual report 2023 / Directors’ report
Disclosure of information to the Auditor
Post balance sheet events
Having made enquiries of fellow Directors and key service
The Board of Directors has evaluated subsequent events from
providers, each of the Directors confirms that:
the year end through to 13 March 2024, which is the date the
• to the best of their knowledge and belief, there is no
relevant financial information of which the Company’s
annual consolidated financial statements were available for
issue. The following event has been identified for disclosure:
Auditor is unaware; and
Dividends – on 12 March 2024, the Board of Directors
G
o
v
e
r
n
a
n
c
e
• they have taken all the steps a Director might reasonably
be expected to have taken to be aware of relevant financial
information and to establish that the Company’s Auditor is
aware of that information.
Donations
The Company has made no political donations in the year and
has no expectation of doing so in the future.
approved a final dividend of 2.25 pence per share in respect of
the financial year ended 31 December 2023. This is due to be
paid on 26 April 2024 to shareholders registered on or before
22 March 2024. The ex-dividend date is 21 March 2024.
On behalf of the Board.
Caroline Foulger Chair
13 March 2024
132
Oakley Capital Investments / Annual report 2023 / Investment policy
Investment policy
In addition to direct investments, the Company invests in the Oakley Funds. The
Funds typically invest in high-growth European businesses, across four
complementary sectors: Technology, Consumer, Education, and Business Services.
G
o
v
e
r
n
a
n
c
e
{
x
D
h
Technology
Consumer
Education
Business Services
As business migrates to
As consumers continue
As global demand for
the cloud, we invest in
the shift to online and
high-quality accessible
As the data-driven
economy becomes
companies looking to
migration to the cloud,
learning increases, online
more complex,
offer efficiency and
productivity gains
through digitisation.
several regions and
sectors are ripe for
digital disruption.
platforms and market
businesses need
consolidation are
mission-critical, tech-
delivering provision at
enabled services to
scale.
succeed.
Oakley Capital Investments (‘OCI’ – the Company)
Reinvestment
The Company provides its shareholders with access to private
On any realisation of investments, the Company may reinvest
equity investments by investing primarily in Oakley Funds,
funds not required to meet existing Fund commitments in any
including more recently, Oakley Capital Origin Fund II, Oakley
of the following ways:
Touring Venture Fund and Oakley PROfounders Fund III. Over
more than 20 years, Oakley has built a strong track record
investing in four core sectors: Technology, Consumer,
Education and Business Services.
Cash held by the Company that is not immediately called
upon by the Oakley Funds are invested under treasury
• by way of commitment to a future Oakley Fund;
• in cash deposits and cash equivalents; or share buy-backs.
Borrowing powers of the Company
The Company has in place a revolving credit facility and has
the power to borrow money where necessary (whether via its
revolving credit facility or otherwise) to further the aims of the
guidelines set by the Board. Risk appetite is typically limited to
placing such funds in cash deposits or near-cash deposits. The
business.
Company is authorised to hedge the foreign exchange
exposure of any non-GBP cash deposit or investment.
From time to time, Oakley may invite one or more Limited
Partners in the Oakley Funds to directly invest alongside the
Oakley Funds on substantially the same terms as the relevant
Oakley Fund. In such event, Oakley would make available to
the Company copies of the due diligence and analysis
prepared by Oakley 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. The Board has currently determined
that its current strategy is not to participate in new direct
investment opportunities.
Changes to the investment policy
No material changes have been made to the Company’s
investment policy during the year. However, the Oakley family
of funds now includes Oakley Capital Origin Fund II and the
Oakley Touring Venture Fund (‘Touring’), to which the
Company made commitments of €190 million and US $100
million respectively in 2023.
Touring focuses on opportunities in proven next generation
software businesses for the modern worker, powered by
generative AI, complementing Oakley’s other Funds, which
continue to invest in Technology, Consumer, Education and
Business Services, and reflects Oakley’s view of the exciting
growth possibilities achievable within the AI tech sector.
“
The Company provides its shareholders with access to private equity
investments by investing primarily in the Oakley Funds.
G
o
v
e
r
n
a
n
c
e
133
Oakley Capital Investments / Annual report 2023 / Statement of Directors’ responsibilities
Statement 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 ensuring that:
(i) proper accounting records are kept that are sufficient to
show and explain the Company’s transactions and disclose
with reasonable accuracy the financial position of the
Company; and
(ii) the Consolidated Financial Statements comply with the
Bermuda company law requires the Directors to produce
Bermuda Companies Act 1981 (as amended).
financial statements for each financial year for the benefit of
shareholders. 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, the Directors will not approve the
Consolidated Financial Statements unless they are satisfied
that these 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 the Consolidated Financial Statements, the
Directors are required to:
The Directors 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 their 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;
• select suitable accounting policies and then apply them
• the Consolidated Financial Statements, prepared in
consistently;
• make judgements and estimates that are reasonable and
prudent;
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
• state whether applicable accounting standards have been
the requirements set out in the Bermuda Companies Act
followed, subject to any material departures disclosed and
1981 (as amended);
explained in the Consolidated Financial Statements;
• assess the Company’s ability to continue as a going
• the Annual Report includes a fair review of the
development and performance of the business and position
concern, disclosing, as applicable, matters related to going
of the Company and a description of the principal risks and
concern; and
uncertainties the Company faces;
• use the going concern basis of accounting unless it is
• the Investment Adviser’s report, together with the
inappropriate to presume that the Company will continue in
Directors’ report and Chair’s statement, include a fair review
business.
The Company’s Consolidated Financial Statements are
published on https://www.oakleycapitalinvestments.com/
investor-centre/results-and-reports/.
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 are fair, balanced and
The responsibility for the maintenance and integrity of the
understandable.
website has been delegated to the Operational Services
Provider. 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.
Affirmed independently and collectively by:
Caroline Foulger
Richard Lightowler
Fiona Beck
Peter Dubens
G
o
v
e
r
n
a
n
c
e
134
Oakley Capital Investments / Annual report 2023 / Alternative Investment Fund Manager’s Directive
Alternative Investment Fund Manager’s Directive
The Alternative Investment Fund
Manager’s Directive (AIFMD) requires
certain disclosures to be made in the
Annual Report of the Company. Many
of these disclosures are also required
by the Listing Rules and/or accounting
standards and are presented in other
sections of this Annual Report. This
section completes the disclosures
required specifically under the AIFMD.
Status and legal form
The Company is a self-managed non-UK Alternative
Investment Fund (AIF). It is a closed-ended investment
The Company maintains a level of liquidity to ensure that it
can meet its capital commitments to the Oakley Funds
throughout the private equity fund cycle. Cash flow modelling
is performed on an ongoing basis to enable the Company to
manage its liquid resources and to ensure it is able to pay
commitments as they fall due.
Fees, charges and expenses
For details of the fees payable by the Company, refer to Note
14 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 has the
right to obtain preferential treatment.
company incorporated in Bermuda and its ordinary shares are
Remuneration disclosure
traded on the Specialist Fund Segment of the London Stock
Exchange’s Main Market. The Company’s registered office is: 11
Bermudiana Road, Pembroke HM08, Bermuda.
The Company’s remuneration process is overseen by the
Remuneration Committee.
Investment policy
See our Investment policy section for details.
Liquidity management
The total amount of remuneration paid by the Company to its
Directors during the year ended 31 December 2023 was
£528,000 (2022: £473,000). Director remuneration is paid in
USD and is converted here to GBP.
As the Company is a self-managed non-UK AIF, it is not
This consisted solely of fixed remuneration; no variable
required to comply with Chapter 3.6 of the Investment Funds
remuneration (including carried interest) was paid. Fixed
sourcebook of the FCA in relation to liquidity management.
remuneration was composed of agreed fixed fees. There were
four beneficiaries of this remuneration, with one change to the
Board directorship during the year, as described in the
Composition of the Board section.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
135
Oakley Capital Investments / Annual report 2023 /
Consolidated
Financial
Statements
The Notes to the Consolidated Financial
Statements are an integral part of these
Consolidated Financial Statements.
In this section
Independent Auditor's Report
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the Consolidated Financial Statements
1. Reporting entity
2. Basis of preparation
3. Material accounting policies
4. Critical accounting estimates, assumptions and
judgement
5. Financial risk management
6. Investments
7. Net gains (losses) from investments at fair value
through profit and loss
8. Disclosure about fair value of financial
instruments
9. Segment information
10. Cash and cash equivalents
11. Trade and other receivables
12. Trade and other payables
13. Interest income
14. Expenses
15. Tax
16. Earnings per share
17. Net Asset Value per share
18. Share capital
19. Dividends
20. Commitments
21. Borrowings
22. Related parties
23. Events after balance sheet date
136
140
141
142
143
144
144
145
146
149
150
153
154
155
160
162
162
162
162
163
163
164
164
164
165
165
166
166
166
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
136
Oakley Capital Investments / Annual report 2023 / Independent Auditor's Report
Independent Auditor's Report
Report on the audit of the
consolidated financial
statements, 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 2023, the consolidated statements of
comprehensive income, changes in equity and cash flows for
the year then ended, and notes, comprising material
accounting policies and other explanatory information.
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
In our opinion, the accompanying consolidated financial
requirements and the IESBA Code. We believe that the audit
statements present fairly, in all material respects, the
evidence we have obtained is sufficient and appropriate to
consolidated financial position of the Company as at 31
provide a basis for our opinion.
December 2023, and its consolidated financial performance
and its consolidated cash flows for the year then ended in
Key audit matters
accordance with IFRS Accounting Standards as issued by the
Key audit matters are those matters that, in our professional
International Accounting Standards Board (IFRS Accounting
judgment, were of most significance in our audit of the
Standards).
Basis for opinion
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
We conducted our audit in accordance with International
our opinion thereon, and we do not provide a separate
Standards on Auditing (ISAs). Our responsibilities under those
opinion on these matters.
standards are further described in the Auditor’s responsibilities
See next page for Key audit matters
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
137
Oakley Capital Investments / Annual report 2023 / Independent Auditor's Report
Valuation of unquoted fund investments
The key audit matter
How the matter was addressed in our audit
As discussed in Notes 6 and 8 to the
consolidated financial statements, the
Company holds investments in unquoted
fund investments (the “Funds”) managed by
Oakley Capital Limited (the “Investment
Adviser”). The Funds are unquoted equity
securities.
Unquoted fund investments are the largest
asset class in the financial statements
representing 65% (2022: 75%) of the
Company’s net assets of £1.2 billion (2022:
£1.17 billion). The unquoted fund investments
are carried at their estimated fair values in
accordance with 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 the Investment Adviser.
The fair values of these portfolio companies
are principally based upon the market
approach, which estimates the enterprise
value of portfolio companies using an
average of comparable multiples of revenues
or EBITDA, information from recent
comparable transactions or the underlying
net asset value.
In responding to the key audit matter, we performed the following audit procedures:
We obtained management’s schedule of investments comprising the fair values of the
Company’s investments in the Funds and performed the following procedures:
• Compared the net asset value to the audited financial statements of the Funds as at 31
December 2023.
• Inspected the components of the Funds’ net assets to ascertain whether 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.
• Monitored any events that emerged in the post balance sheet period (up to the date of
approval of the Company’s consolidated financial statements) that would have a potential
impact on the value of the Funds held at year end.
Through our involvement in the audits of the Funds, we selected all unquoted equity
investments held indirectly through the Company’s investments in the Funds and performed
the following audit procedures:
• Examined the minutes of the Valuations Committee meetings of the Investment Adviser
held during the year to understand and confirm the committee's oversight and challenge
of the investment valuations process.
• Obtained the Investment Adviser’s models and the independent external valuation report
used for valuing the unquoted equity investments.
• Conducted procedures to confirm the appropriateness of the qualifications,
independence and expertise of the valuation specialists engaged by the Investment
Adviser.
• Conducted a walkthrough of the investment valuation process and assessed the design
and implementation of valuation related processes and controls in place at the Investment
Adviser.
• Tested the mathematical accuracy of the valuation models and scrutinized the allocation
of value based on the portfolio company's capital structure.
• Engaged KPMG valuation specialists to corroborate and challenge key assumptions and
judgments within management's valuation models, specifically focusing on:
The risk
◦ Scrutinizing the composition and completeness of the basket of comparable companies
The significance of the unquoted fund
investments 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.
derived by the Investment Adviser.
◦ Assessing the reasonableness of the transaction multiples employed in the valuations.
This evaluation sought to confirm whether the chosen multiples were justified and
whether they represented an appropriate average of comparable quoted companies in
the market.
• Engaged KPMG valuation specialists to challenge the Investment Adviser’s
methodologies followed in determining the fair value of unquoted equity investments to
ensure compliance with IPEV valuation guidelines and IFRS 13.
• Agreed the data input in the valuation models to supporting information received from
portfolio companies and that provided by the Investment Adviser to confirm accuracy.
The testing encompassed both historic and forecast performance data. For historical
performance data, we verified the data against relevant portfolio company financial
statements, ensuring consistency and reliability. For forecast performance data, we
conducted retrospective testing to confirm the reliability of forecast performance data
utilized in previous valuation models. In cases where adjustments were made to normalize
earnings, we tested these adjustments, where material, confirming that they were
appropriate.
• Obtained an understanding of matters that may affect the fair value of the unquoted
investments through discussions with the Investment Adviser and independent research
into investee companies and industry trends.
• Obtained independent confirmations of the existence and accuracy of the unquoted
equity investments from third parties.
• Monitored any events that emerged in the post balance sheet period (up to the date of
approval of each Fund’s financial statements) that would have a potential impact on the
value of the unquoted equity investments held at year end.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
138
Oakley Capital Investments / Annual report 2023 / Independent Auditor's Report
Valuation of the unquoted preferred equity instruments
The key audit matter
How the matter was addressed in our audit
As discussed in Notes 6 and 8 to the
consolidated financial statements, the
Company holds investments in unquoted
preferred equity instruments. We recognized
that the valuation of these unquoted
preferred equity instruments poses a risk of
material misstatement, both in terms of
potential error and the risk of fraud.
The Company's principal objective is to
deliver long term returns to its shareholders,
and it pursues this goal by investing in
unquoted preferred equity instruments
through direct equity holdings managed by
the Investment Adviser.
The investments in unquoted preferred
equity instruments are carried at estimated
fair value in accordance with International
Private Equity and Venture Capital
Association (“IPEV”) valuation guidelines
and IFRS 13.
In responding to the key audit matter, we performed the following audit procedures:
• Examined the minutes of the Board, Audit and Risk Committee meetings held during the
year to understand and confirm the oversight and challenge of these committees relating
to the valuations of unquoted preferred equity instruments.
• Examined the minutes of the Valuations Committee meetings of the Investment Adviser
held during the year to understand and confirm the committee's oversight and challenge
of the investment valuations process.
• Conducted procedures to confirm the appropriateness of the qualifications,
independence and expertise of the valuation specialists engaged by the Company.
• Conducted a walkthrough of the investment valuation process and assessed the design
and implementation of the valuation related processes and controls in place at the
Investment Adviser.
• Tested the mathematical accuracy of the valuation models and scrutinized the allocation
of value based on the portfolio company's capital structure.
• Obtained independent confirmations of the existence and accuracy of the unquoted
preferred equity instruments from third parties.
• Engaged KPMG valuation specialists to corroborate and challenge key assumptions and
judgments within management's valuation models, specifically focusing on:
◦ Scrutinizing the composition and completeness of the basket of comparable companies
The risk
derived by the Investment Adviser.
The valuations of unquoted preferred equity
instruments involves subjectivity and
estimation uncertainty. The valuations
process relies on a market-based valuation
approach, whereby multiples derived from
comparable quoted companies and market
transactions are applied to the maintainable
earnings or revenue of the investee
companies.
The critical judgments within these valuation
models encompass the selection of suitable
multiples, potential adjustments to
observable market data and the
determination of the weightings assigned to
these adjustments. Given the subjective and
complex nature of the valuation process,
there exists a risk that the fair values of
unquoted preferred equity instruments may
not be accurate or appropriate.
◦ Assessing the reasonableness of the transaction multiples and discount rates employed
in the valuations. This evaluation sought to confirm whether the chosen multiples and
discout rates were justified and whether they represented an appropriate average of
comparable quoted companies in the market.
• Engaged KPMG valuation specialists to challenge the Investment Adviser’s
methodologies followed in determining the fair value of unquoted preferred equity
instruments in compliance with IPEV valuation guidelines and IFRS 13.
• Evaluated the validity of assumptions made by the Investment Adviser and the expected
timing and magnitude of future cash flows.
• Conducted a sensitivity analysis on the discount rates, expected cash flows and exit
strategies' assigned probabilities within the discounted cash flow model provided by
management.
• Agreed the data input in the valuation models to supporting information received from
portfolio companies and that provided by the Investment Adviser to ensure accuracy. The
testing encompassed both historic and forecast performance data. For historical
performance data, we verified the data against relevant portfolio company financial
statements, ensuring consistency and reliability. For forecast performance data, we
conducted retrospective testing to confirm the reliability of forecast performance data
utilized in previous valuation models. In cases where adjustments were made to normalize
earnings, we tested these adjustments, where material, confirming that they were
appropriate.
• Inspected the disclosures made about the Company’s investments in unquoted preferred
equity instruments in the notes to the consolidated financial statements for compliance
with IFRS.
• Monitored any events that emerged in the post balance sheet period (up to the date of
approval of the Company’s consolidated financial statements) that would have a potential
impact on the value of the unquoted preferred equity instruments held at year end.
Other information
Management is responsible for the other information
contained in the Annual Report. The other information
comprises the Strategic Report and Governance sections but
does not include the consolidated financial statements and
our auditor’s report 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
Our opinion on the consolidated financial statements does not
misstatement of this other information, we are required to
cover the other information and we do not express any form
report that fact. We have nothing to report in this regard.
of assurance conclusion thereon.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
139
Oakley Capital Investments / Annual report 2023 / Independent Auditor's Report
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 Accounting Standards, 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
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
applicable, matters related to going concern and using the
financial information of the entities or business activities
going concern basis of accounting unless management either
within the Group to express an opinion on the consolidated
intends to liquidate the Company or to cease operations, or
financial statements. We are responsible for the direction,
has no realistic alternative but to do so.
Those charged with governance are responsible for
overseeing the Company’s financial reporting process.
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
Auditor’s responsibilities for the audit of the consolidated
financial statements
and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
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
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 fraud or error and are considered material if, individually or in
From the matters communicated with those charged with
the aggregate, they could reasonably be expected to influence
governance, we determine those matters that were of most
the economic decisions of users taken on the basis of these
significance in the audit of the consolidated financial
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.
• 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
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 Gary Pickering.
exists related to events or conditions that may cast
Chartered Professional Accountants
significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty
Hamilton, Bermuda
13 March 2024
exists, we are required to draw attention in our auditor’s
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
140
Oakley Capital Investments / Annual report 2023 / Consolidated statement of comprehensive income
Consolidated statement of comprehensive income
For the year ended 31 December 2023
Income
Interest income
Net realised gains (losses) on investments at fair value through profit and loss
Notes
13
6, 7
2023
£’000
2022
£’000
3,947
14,467
181,212
139,297
Net change in unrealised gains (losses) on investments at fair value through profit and
loss
6, 7
(130,579)
74,473
Net foreign currency gains (losses)
Other income
Total income
Expenses
Operating profit
Interest expense
Profit attributable to equity shareholders/total comprehensive income
Earnings per share
Basic and diluted earnings per share
Notes 1-23 are an integral part of these Consolidated Financial Statements.
2,370
142
1,189
553
57,092
229,979
14
(8,001)
(7,019)
49,091
222,960
(1,603)
–
47,488
222,960
16
£0.27
£1.26
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
141
Oakley Capital Investments / Annual report 2023 / Consolidated balance sheet
Consolidated balance sheet
As at 31 December 2023
Assets
Non-current assets
Investments
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Total liabilities
Net assets attributable to shareholders
Equity
Share capital
Share premium
Retained earnings
Total shareholders' equity
Net Assets per ordinary share
Basic and diluted net assets per share
Ordinary shares in issue at 31 December (‘000)
Notes
2023
£’000
2022
£’000
6, 8
1,007,206
1,060,989
1,007,206
1,060,989
11
10
1,368
729
207,155
109,848
208,523
110,577
1,215,729
1,171,566
12
21
18
18
17
18
8,690
4,076
–
–
8,690
4,076
1,207,039
1,167,490
1,764
1,764
172,102
172,102
1,033,173
993,624
1,207,039
1,167,490
£6.84
£6.62
176,418
176,418
Notes 1-23 are an integral part of these Consolidated Financial Statements.
The Consolidated Financial Statements of Oakley Capital Investments Limited (registration number: 40324) were approved by
the Board of Directors and authorised for issue on 13 March 2024 and were signed on their behalf by:
Caroline Foulger Director
Richard Lightowler Director
142
Oakley Capital Investments / Annual report 2023 / Consolidated statement of changes in equity
Consolidated statement of changes in equity
For the year ended 31 December 2023
Balance at 1 January 2022
Profit for the year/total comprehensive income
Notes
Share
capital
£’000
1,786
–
Share
premium
£’000
Retained
earnings
£’000
Total
shareholders’
equity
£’000
181,013
778,652
961,451
–
222,960
222,960
Ordinary shares repurchased and cancelled
(22)
(8,911)
–
(8,933)
Dividends
–
–
(7,988)
(7,988)
Total transactions with equity shareholders
(22)
(8,911)
(7,988)
(16,921)
Balance at 31 December 2022
1,764
172,102
993,624
1,167,490
Profit for the year/total comprehensive income
Dividends
19
Total transactions with equity shareholders
–
–
–
–
–
–
47,488
47,488
(7,939)
(7,939)
(7,939)
(7,939)
Balance at 31 December 2023
1,764
172,102
1,033,173
1,207,039
Notes 1-23 are an integral part of these Consolidated Financial Statements.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
143
Oakley Capital Investments / Annual report 2023 / Consolidated statement of cash flows
Consolidated statement of cash flows
For the year ended 31 December 2023
Cash flows from operating activities
Purchases of investments
Sales of investments
Accrued interest repayments and other income
Expenses paid
Interest paid
Bank and other interest received
Net cash from (used in) operating activities
Cash flows from financing activities
Purchase of ordinary shares
Dividends paid
Proceeds from borrowings
Repayment of borrowings
Net cash from (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rate changes
Notes
2023
£’000
2022
£’000
(126,660)
(243,979)
232,000
212,320
753
690
(3,888)
(6,890)
(1,649)
2,656
–
261
103,212
(37,598)
18
19
21
21
-
(8,933)
(7,939)
(7,988)
96,541
(93,926)
–
–
(5,324)
(16,921)
97,888
(54,519)
109,848
163,178
(581)
1,189
Cash and cash equivalents at the end of the year
10
207,155
109,848
Supplemental disclosure of non-cash operating activities:
Purchases of investments
Disposal of investments
Notes 1-23 are an integral part of these Consolidated Financial Statements.
(211,607)
6
211,364
–
–
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
144
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
1. Reporting entity
Oakley Capital Investments Limited (the ‘Company’) is a closed-end 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
Fund III
Fund IV
Fund V
Origin I
Origin II
Bermuda
Bermuda
Bermuda
Luxembourg
Luxembourg
Luxembourg
Luxembourg
PROfounders Fund III
Luxembourg
Touring I
Luxembourg
1 Denotes the limited partnership in which the Company has made a direct investment.
2 Fund I is in the process of liquidation.
Oakley Capital Private Equity L.P.1, 2
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.
OCPE III Master L.P.
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.
Oakley Capital IV 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 V Master SCSp
Oakley Capital V-A SCSp1
Oakley Capital V-B1 SCSp
Oakley Capital V-B2 SCSp
Oakley Capital V-C SCSp
Oakley Capital Origin Master SCSp
Oakley Capital Private Equity Origin A SCSp1
Oakley Capital Private Equity Origin B SCSp
Oakley Capital Private Equity Origin C SCSp
Oakley Capital Origin II Aggregator SCSp
Oakley Capital Origin II-A SCSp1
Oakley Capital Origin II-B1 SCSp
Oakley Capital Origin II-B2 SCSp
Profounders III-A SCSp
Profounders III SCSp1
Oakley Touring Venture Aggregator SCSp
Oakley Touring Venture A SCSp1
Oakley Touring Venture B1 SCSp
Oakley Touring Venture C SCSp
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').
The Company is listed on the Specialist Fund Segment (SFS) of the London Stock Exchange (LSE), with the ticker symbol 'OCI'.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
145
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
2. Basis of preparation
The Consolidated Financial Statements of the Company have
which would amount to approximately £302 million as at
been prepared on a going concern basis and under the
31 December 2023. During the year, the Company drew
historical cost convention, except for financial instruments at
down £100 million on the multi-currency revolving credit
fair value through profit and loss, which are measured at fair
facility ('RCF') and repaid in full. OCI extended the RCF for a
value.
The Directors are cautious of the state of the global economy
and the local trading environments of its investments, but are
confident the Company has sufficient cash reserves to meet all
liabilities as they fall due for the foreseeable future.
The Board of Directors has assessed if it is appropriate to
adopt the going concern basis of accounting in preparing
these Consolidated Financial Statements. As part of this
assessment, the Board of Directors has considered a wide
range of information relating to the present and future
conditions, as well as the impact on investment and sale
further two years and increased commitments from lenders
to £175 million. There is an option to increase the
commitments by a further £50 million subject to agreement
by all parties. The credit facility remains undrawn as at 31
December 2023. 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 direct investments. The Company’s
approach to valuations was consistent with the prior year’s
approach. In addition, key assumptions and estimates
relating to the valuation of the unquoted direct investments
expectations for each of the Funds, cash flow projections and
were considered.
the longer-term strategy of the Company.
• Assessed the operational resilience of the Company’s critical
As part of the assessment, the Board of Directors:
functions, which includes monitoring the performance of the
• 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 2023, cash and cash equivalents of the
Company amount to £207 million. The Company has total
unfunded capital commitments of £1,015 million relating to
the Funds that are expected to be called over the next five
years. Under the Company’s bye-laws, the Company is
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.
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 its
investments and the assessment that the Company meets the
definition of an investment entity and are detailed further in
Notes 3.2 and 4.
2.1 Basis for compliance
IFRS Accounting Standards as issued by the International
Accounting Standards Board (IFRS Accounting Standards).
2.2 Functional and presentation currency
The Consolidated Financial Statements are presented in British
permitted to borrow up to 25% of total shareholders’ equity,
Pounds (‘Pounds’), which is the Company’s functional currency.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
146
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
3. Material accounting policies
The material accounting policies applied in the preparation of
IFRS 10 exempts investment entities from consolidating
these Consolidated Financial Statements are set out below.
controlled investees.
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
The Company meets the definition of an investment entity, as
the following conditions are met:
◦ The Company obtains funds from investors for the
purpose of providing those investors with investment
time, effective 1 January 2023, but do not have a material
management services.
effect on the Company’s Consolidated Financial Statements
and did not require retrospective adjustments:
◦ IFRS 17 Insurance Contracts, including amendments to
IFRS 17 (and initial application of IFRS 17 and IFRS 9
Financial Instruments – comparative information)
◦ Amendments to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2 Making
Material Judgements: Disclosure of accounting policies
◦ 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 Company also has further typical characteristics of an
investment entity as defined by IFRS:
◦ The performance of these investments is measured and
◦ Amendments to IAS 8 Accounting Policies, Changes in
evaluated on a fair value basis.
Accounting Estimates and Errors: Definition of accounting
estimates
◦ Amendments to IAS 12 Income Taxes: Deferred tax related
to assets and liabilities arising from a single transaction.
(b) New standards, amendments and interpretations that are
not yet effective and might be relevant for the Company
At the date of authorisation of these financial statements, the
◦ The Company holds multiple investments and has
multiple investors.
◦ It has investors that are not related parties of the
Company.
◦ It has ownership interests in the form of equity or similar
interests.
Company has not applied the following new and revised IFRS
An investment entity is still required to consolidate a
Accounting Standards that have been issued but are not yet
subsidiary where that subsidiary provides services that relate
effective:
◦ Amendments to IFRS 10 and IAS 28 Sale or Contribution
of Assets between an Investor and its Associate or Joint
Venture
◦ Amendments to IAS 1 Classification of Liabilities as
Current or Non-current
◦ Amendments to IAS 1 Non-current Liabilities with
Covenants
◦ Amendments to IAS 7 and IFRS 7 Supplier Finance
Arrangements
to the investment entity’s investment activities and the
subsidiary does not itself qualify as an investment entity. The
Funds do not provide services that relate to the Company’s
investment activities.
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 and the direct investments.
As at 31 December 2023 the Company’s Limited Partner
ownership in the Funds are:
◦ Amendments to IFRS 16 Lease Liability in a Sale and
◦ Fund I ownership of 70.4% (2022: 70.4%)
Leaseback
◦ Amendments to IAS 21 Lack of Exchangeability.
The Directors of the Company are currently assessing the
impact the amendments will have on future reporting periods;
however, they are not expected to have a significant impact.
3.2 Basis for consolidation
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.
◦ Fund II ownership of 36.2% (2022: 36.2%)
◦ Fund III ownership of 40.7% (2022: 40.7%)
◦ Fund IV ownership of 27.4% (2022: 27.4%)
◦ Fund V ownership of 28.06% (2022: 29.2%)
◦ Origin I ownership of 28.2% (2022: 28.2%)
◦ Origin II Fund ownership of 25.33% (2022: nil)
◦ PROfounders Fund III ownership of 39.7% (2022: 39.7%)
◦ Touring I ownership of 65.36% (2022: nil).
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
147
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
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.
(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
Consequently, the Company classifies its investments in
all short-term deposits with an original maturity of 90 days or
private equity funds, direct equity investments and debt
less as equivalent to cash.
securities 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
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
income in the period in which they arise.
method.
Quoted equity securities 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.
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 and cash and
Unquoted investments, including fund investments, debt
cash equivalents is recognised as a separate line item in the
securities and preferred equity, are subsequently carried in the
consolidated statement of comprehensive income and
consolidated balance sheet at fair value. Fair value is
classified within operating activities in the consolidated
determined in accordance with the Company’s investment
statement of cash flows.
valuation policy, which is compliant with the fair value
guidelines under IFRS 13 and the International Private Equity
and Venture Capital ('IPEV') Valuation Guidelines.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
148
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
3.8 Interest expense
Interest expense is recognised as a non-operating expense in
the income statement and is measured using the effective
interest rate. Accruals are made periodically based on the
outstanding principal amount and applicable interest rates
over the duration of the outstanding liability. Any material
direct costs associated with obtaining financing, such as loan
origination fees, are amortised over the term of the related
liability.
3.9 Expenses
Expenses are recognised on the accruals basis.
3.10 Foreign currency translation
The functional currency of the Company is British Pound.
Transactions in currencies other than British Pound 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 UK Sterling 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.
3.11 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.
3.12 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.
3.13 Borrowings
Borrowings are recognised as liabilities in the balance sheet at
their fair value, net of directly attributable transaction costs,
with subsequent measurement at amortised cost using the
effective interest rate. Any material directly attributable
transaction costs are capitalised and amortised over the
borrowing's term.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
149
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
4. Critical accounting estimates, assumptions and judgement
The reported results of the Company are sensitive to the
Investments held at fair value through profit and loss are
accounting policies, assumptions and estimates that underly
valued by the Company in accordance with relevant IFRS
the preparation of its Consolidated Financial Statements. IFRS
requirements. Judgement is required in order to determine the
requires the Board of Directors, in preparing the Company’s
appropriate valuation methodology under these standards.
Consolidated Financial Statements, to select suitable
Subsequently, judgement is required in assessing the Net
accounting policies, apply them consistently and make
Asset Value (NAV) of the Funds and determining the inputs
judgements and estimates that are reasonable and prudent.
into the valuation models used for the unquoted debt
The Company’s estimates and assumptions are based on
securities. Inputs include making assessments of the
historical experience and the Board of Directors’ expectation
estimated future cash flows and determining appropriate
of future events and are reviewed periodically. The actual
discount rates.
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 that
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.
(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.
However, an investment entity is still required to consolidate a
subsidiary that is itself not an investment entity where that
subsidiary provides services that relate to the investment
entity’s investment activities and the subsidiary does not itself
qualify as an investment entity. The company wholly owns
one subsidiary named OCI Financing (Bermuda) Limited.
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. This conclusion is further
detailed in Note 3.2.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
150
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
5. Financial risk management
5.1 Introduction and overview
The Board of Directors, the Company’s Risk Committee (the
'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.
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.
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. During the
year, OCI’s debt positions in North Sails were converted into
preferred equity to mitigate OCI’s credit risk and crystallise its
equity position for greater upside resulting from any future
refinancing or exit.
During the year OCI’s debt security to Fund I was settled in
Time Out shares. OCI still has a debt security with Time Out of
£6 million and the Investment Adviser continues to monitor
the risks arising from this position. As at 31 December 2023,
the debt security held was not overdue or impaired.
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 that
estimate the timing and quantums of outflows, including
capital calls, and inflows from disposals of portfolio companies
held within the Funds that aim to avoid undue risk of illiquidity.
The unfunded commitments to the Funds are irrevocable and
usually 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. To facilitate the funding of future
commitments, the Company renewed and expanded its £100
Key risks and uncertainties of the Company are assessed on a
million credit facility to total committed lending of £175 million
scale, considering their impact and likelihood. The Committee
for a two-year term. The credit facility remains undrawn as at
monitors detailed and, wherever possible, quantifiable
31 December 2023. The Board of Directors’ assessment of
indicators of the Company’s exposure to risk, segmented into
five core categories – see Our principal risk and uncertainties
section. Consideration has been given to the risks posed by
the ongoing conflict between Russia and Ukraine and, more
recently, the conflict in the Middle East which presents a
heightened risk to companies operating in the area. The
Company can confirm that it has no direct operational or
financial exposure to Russia, Ukraine, Israel or Palestine.
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 Royal Bank of Scotland,
with a minority also held with HSBC and Butterfield Bank.
Barclays, Royal Bank of Scotland and HSBC are rated A1 and
Butterfield Bank is rated A3 by Moodys (2022: Barclays and
HSBC A1 and Butterfield A3).
liquidity risk is further detailed in Note 2.
The majority of the investments held by the Company are in
Funds that 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 amounts which approximate their expected
settlement values. Financial liabilities exclude outstanding
capital commitments at year end.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
151
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
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):
2023
2022
UK Sterling
£’000
Euro
£’000
Dollar
£’000
Total
£’000
UK Sterling
£’000
Euro
£’000
Dollar
£’000
Total
£’000
Fixed and floating rate debt and cash
32,901
176,852
3,500 213,253
202,455
67,062
257 269,774
Non-interest-bearing Fund and equity
investments
68,770 754,794 177,544 1,001,108
25,289 875,774
– 901,063
Total
101,671 931,646 181,044 1,214,631
227,744 942,836
257 1,170,837
(a) Interest rate risk
Interest rate risk arises principally from changes in interest receivable on cash and deposits and unquoted debt security held at
fair value.
The Company's unquoted debt security carries a variable interest rate of 10% plus the average Sterling Overnight Index Average
rate (SONIA) (2022: 6.5% to 10%). The loan is subject to interest rate risk as increases and decreases in interest rates will have an
impact on its fair value. A 200 basis point increase in interest rates would result in a decrease in the fair value of this loan of £0.18
million and a corresponding decrease of 200 basis points in interest rates would result in an increase in the fair value by £0.15
million (2022: £1.48 million including Fund I, North Sails and Time Out at 100 basis points). 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 £1.86 million on the profit and loss in the consolidated statement of comprehensive income (2022: £1.13 million).
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 that 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. This
sensitivity analysis is representative of the year as a whole, since the level of exposure changes as Company’s holdings change
through the purchase and realisation of investments.
Assets:
Financial assets at fair value through profit and loss
Cash and cash equivalents
Total assets
Impact on profit (loss)
2023
2022
Euro
£’000
Dollar
£’000
Euro
£’000
Dollar
£’000
75,479
17,754
17,685
350
87,577
6,732
93,164
18,104
94,309
93,164
18,104
94,309
–
26
26
26
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 and dollars.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
152
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
(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 10% change in the price of those
investments would have a £6.88 million (2022: £2.53 million) 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
assets per ordinary share is £0.04 (2022: £0.01).
For the direct preferred equity investment in the Funds, the market risk is deemed to be the change in fair value. A 10% change
in the fair value of those investments would have a £78.79 million (2022: £87.58 million) 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 assets per ordinary share is £0.45 (2022: £0.50).
For the investment in North Sails, the market risk is deemed to be the change in fair value. A 10% change in the fair value of this
investments would have a £14.45 million (2022: nil) 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
assets per ordinary share is £0.08 (2022: nil).
The Company is exposed to a variety of market risk factors that 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.
5.5 Capital management
The Company’s capital comprises ordinary shares with £0.01 par value and carrying one vote each. The holders of 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, repurchase and resale of shares are described in Note 18.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
153
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
6. Investments
Investments as at 31 December 2023:
2022
fair value
£’000
Purchases/
capital calls
£’000
Total sales/
distributions*
£’000
Realised gains
(losses)**
£’000
Interest
and other
£’000
Net change in
unrealised
gains
(losses)***
£’000
2023
fair value
£’000
Oakley Funds
Fund I
Fund II
Fund III
Fund IV
Fund V
Origin I
Origin II
PROfounders III
Touring I
16,995
45,725
432,595
–
–
–
(24,630)
(29,653)
–
(1,422)
(243,112)
235,933
254,595
48,085
85,351
26,464
38,111
20,718
–
4,966
2,402
782
–
36,2511
–
–
–
–
–
–
570
(16,043)
(3,815)
(1,610)
(674)
(2,074)
Total Oakley Funds
875,774
137,266
(267,742)
181,212
Quoted equity securities
Time Out3
25,289
32,752
Total quoted equity securities
25,289
32,752
–
–
Unquoted debt securities
Fund I
North Sails2
Time Out
7,589
15,859
(23,982)
147,138
–
(147,138)
5,199
5,254
(5,254)
Total unquoted debt securities
159,926
21,113
(176,374)
Unquoted preferred equity
instruments
North Sails2
Total unquoted preferred equity
instruments
–
–
147,136
147,136
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
38,021
733
9,223
53,526
(234,789)
190,627
13,800
317,050
31,532
127,304
4,648
59,662
(34)
60
3,322
2,570
(1,083)
33,094
(138,622)
787,888
10,729
68,770
10,729
68,770
534
–
899
1,433
–
–
–
–
–
–
–
–
6,098
6,098
(2,686)
144,450
(2,686)
144,450
Total investments
1,060,989
338,267
(444,116)
181,212
1,433
(130,579)
1,007,206
1 The fourth capital call for Touring I for $10,000,000 was called on 21 December 2023, and remained unpaid at 31 December 2023. The capital call was paid shortly after 31
December 2023 and within the required notice period.
2 In December 2023, the company converted loans and accrued interest amounting to £147 million due from various North Sails companies into preferred shares in a newly
created North Sails holding company. Under the terms of the conversion interest on the loans from 1 January 2023 to the date of conversion was waived. The preferred
shares carry a coupon of 0% until 1 January 2025 and 5% thereafter. Additionally, the preferred shares carry warrants of 5% of equity of the North Sails holding company,
exercisable on or after 30 June 2025. The 5% warrants are reduced proportionately for any preferred share redemptions made before 30 June 2025. The preferred equity
and warrants are carried at fair value. OCI now has a direct equity holding of 38% of Time Out (previously a 37% beneficial interest through a direct and indirect holding).
3 As a result of the liquidation of Oakley Fund I, OCI now has a direct equity holding of 38% of Time Out (previously a 37% beneficial interest through a direct and indirect
holding). The shares of Time Out are listed on the London Stock Exchange. The investment in Time Out is carried at the 31 December 2023 quoted bid price.
* Total sales include redemptions, loan repayments (including accrued interest and arrangement fees) and transfers.
** Realised gains/(losses) include realised gains/(losses) on underlying fund portfolio investments sold in the year, and income and expenses of the underlying fund during
the year.
*** Unrealised gains/(losses) include FX on the conversion of period end fund holdings from the Fund’s reporting currency (euros) to pounds, plus inception to date
unrealised gains/(losses) on the Fund’s portfolio investments and any change in OCI’s share of fund holdings. Changes in provisional profit allocation (‘carry’) are
apportioned across the realised and unrealised gains.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
154
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
Investments as at 31 December 2022:
2021
fair value
£’000
Purchases/
capital calls
£’000
Total sales/
distributions*
£’000
Realised gains
(losses)**
£’000
Interest
and other
£’000
Net change in
unrealised gains
(losses)***
£’000
2022
fair value
£’000
Oakley Funds
Fund I
Fund II
Fund III
Fund IV
Origin I
Fund V
Oakley Capital PROfounders III
28,897
46,004
–
–
–
–
112
(1,122)
324,071
42,978
(102,951)
88,662
215,996
57,206
(89,792)
60,329
13,573
21,825
(12,715)
3,368
–
–
99,608
3,1431
–
–
(11,344)
(708)
Total Oakley Funds
628,541
224,760
(205,458)
139,297
Quoted equity securities
Time Out
Total quoted equity securities
Unquoted debt securities
Fund I
North Sails
Time Out
39,450
39,450
–
–
–
–
7,089
7,346
(7,346)
123,578
–
10,016
5,000
(166)
(40)
Total unquoted debt securities
130,667
22,362
(7,552)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(12,014)
16,995
843
45,725
79,835
432,595
10,856
254,595
12,060
38,111
(2,913)
85,351
(33)
2,402
88,634
875,774
(14,161)
25,289
(14,161)
25,289
500
13,710
239
14,449
–
–
–
–
7,589
147,138
5,199
159,926
Total investments
798,658
247,122
(213,010)
139,297
14,449
74,473
1,060,989
1 The sole capital call in the year for PROfounders III for €3,543,766 was called on 30 December 2022 and remained unpaid as at 31 December 2022. This capital call was
paid shortly after 31 December 2022 within the required notice period.
* Total sales include redemptions, loan repayments (including accrued interest and arrangement fees) and transfers.
** Realised gains/(losses) include realised gains/(losses) on underlying fund portfolio investments sold in the period, and income and expenses of the underlying fund during
the period.
*** Unrealised gains/(losses) include FX on the conversion of period end fund holdings from the Fund’s reporting currency (euros) to pounds, plus inception to date
unrealised gains/(losses) on the Fund’s portfolio investments and any change in OCI’s share of fund holdings. Changes in provisional profit allocation (‘carry’) are
apportioned across the realised and unrealised gains.
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
Direct investments
2023
£’000
2022
£’000
(138,622)
88,634
8,043
(14,161)
Total net change in unrealised gains (losses) on investments at fair value through profit and loss
(130,579)
74,473
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
181,212
139,297
181,212
139,297
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
155
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
8. Disclosure about fair value of financial instruments
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, unquoted
debt securities and unquoted preferred equity instruments.
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.
The following table analyses the Company’s investments measured at fair value as of 31 December 2023 by the level in the fair
value hierarchy into which the fair value measurement is categorised:
Funds
Quoted equity securities
Unquoted debt securities
Unquoted preferred equity instruments
Total investments measured at fair value
Level I
£’000
Level III
£’000
Total
£’000
–
787,888
787,888
68,770
–
68,770
–
–
6,098
6,098
144,450
144,450
68,770
938,436
1,007,206
The following table analyses the Company’s investments measured at fair value as of 31 December 2022 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
Total
£’000
–
875,774
875,774
25,289
–
25,289
–
159,926
159,926
25,289
1,035,700
1,060,989
Level I
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 2023 or 31 December 2022.
Level III
The Company has determined that Funds and unquoted debt and equity securities fall into Level III due to their lack of
observable market data, which necessitates a higher degree of judgement in determining fair value. Funds and unquoted debt
and equity 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 2023 include Level
III investments in the amount of £938.44 million, representing approximately 77.75% of shareholders’ equity (2022: £1,035.7
million 88.71%).
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
156
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
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.
The Company has concluded that the unlisted closed-ended investment funds in which it invests, but that it does not
consolidate, meet the definition of structured entities because:
• the voting rights in the funds are not dominant rights in deciding who controls them because the rights relate to
administrative tasks only;
• each fund's activities are restricted by its prospectus; and
• the funds have narrow and well-defined objectives to provide investment opportunities to investors.
The Company’s investments in Private Equity funds are considered to be unconsolidated structured entities. Their nature and
purpose is to invest capital on behalf of their limited partners. The funds pursue sector-focused strategies, investing in four key
sectors: Technology, Education, Business Services and Consumer. The Company commits to a fixed amount of capital, which
may be drawn (and returned) over the life of the fund. The Company pays capital calls when due and receives distributions from
the funds, once an asset has been sold. During the year, the Company did not provide financial support and has no intention of
providing financial or other support to these unconsolidated structured entities.
As at 31 December 2023, 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:
Fund I
€’000
Fund II
€’000
Fund III
€’000
Fund IV
€’000
Fund V
€’000
Origin I
€’000
Origin II
€’000
Investments
Loans
Estimated performance fee
accrued
–
–
–
61,165 241,803 456,380 328,901
94,705
–
– (70,724)(200,002) (24,582)
(924)
(24,621) (25,407)
(162)
(3,943)
–
–
–
PROfounders
Fund III
€’000
Touring I
€’000
2,928
28,469
–
–
–
–
Other net assets
846
1,497
2,688
5,435
18,095
2,636
3,832
36
9,701
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
846
61,738 219,870 365,684 146,832
68,816
3,832
2,964
38,170
733
53,526 190,627 317,050 127,304
59,662
3,322
2,570 33,094
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
157
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
As at 31 December 2022, 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 accrued
Fund I
€’000
Fund II
€’000
Fund III
€’000
Fund IV
€’000
Fund V
€’000
Origin I
€’000
PROfounders
Fund III
€’000
23,940
48,383
586,655
379,659
172,325
72,552
1,670
–
–
–
–
(17,143)
(75,998)
(92,011)
(27,221)
(86,334)
(19,506)
–
(3,463)
–
–
Other net assets
(4,776)
3,178
4,627
2,924
15,928
1,107
1,039
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
19,164
51,561
487,805
287,079
96,242
42,975
2,709
16,995
45,725
432,595
254,595
85,351
38,111
2,402
The Company records its investments in the Funds at the unadjusted NAV reported by the Funds that 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 as the
underlying Funds are unquoted, with the underlying portfolio companies owned by the Funds which may be both quoted and
unquoted companies. 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
◦ Consider at each reporting date whether any additional market participant related fair value adjustments may be required to
the reported NAV by the Funds. The Company determined that no adjustments were required.
Unquoted debt securities
The fair value of the Company’s debt security to Time Out is 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.
Unquoted preferred equity instruments
It was deemed appropriate to hold the fair value of the Company’s preferred equity instrument in North Sails holding company
at par value as at year end. The valuation approach has been supported by a weighted average of the potential outcomes for the
instrument which has been reviewed by an independent third-party valuation adviser.
The valuation of the preferred equity instrument is primarily dependent on the financial performance of North Sails and the
achievement of revenue and EBITDA growth forecasts supporting enterprise valuations of the company. During the year, North
Sails achieved revenue and EBITDA growth of 18% and 32% respectively over the prior year and was one of the largest
contributors to OCI NAV growth.
The preferred equity instrument will initially carry a 0% coupon increasing to 5% from January 1, 2025. In return for the reduced
coupon rate, OCI obtained warrants equivalent to a 5% strip across the group, exercisable on or after June 30, 2025. The
warrants are reduced proportionally by the value of any redemption of OCI preferred equity before June 30, 2025.
The warrants provide the Company with exposure to and potential equity appreciation of North Sails based on their financial
performance upon exit. The fair value of the warrants is dependent on the financial performance of North Sails. The Company is
exposed to counterparty risk from the potential failure of an issuer of warrants to settle its exercised warrants/or achieve its
expected future earnings. The maximum risk of loss from counterparty risk to the Company is the fair value of the warrant. The
Company considers the effects of counterparty risk when determining the fair value of its warrants.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
158
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
Significant 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.
The underlying portfolio companies owned by the Funds may include both quoted and unquoted companies. Quoted portfolio
companies are valued based on market prices 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. The Company has continued
to monitor the ongoing conflict between Russia and Ukraine and, more recently, the conflict in the Middle East which presents a
heightened risk to companies operating in the area. The Company can confirm that it has no direct operational or financial
exposure to Russia, Ukraine, Israel or Palestine.
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 2023, a 10% increase to the fair value of the unquoted
portfolio companies held by the Funds would result in a 9% movement in net assets attributable to shareholders (2022: 9.4%). A
10% decrease to the fair value of the unquoted portfolio companies held by the Funds would result in a 8.4% movement in net
assets attributable to shareholders.
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 of 10% plus average SONIA, 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 2% adjustment to the discount factor applied as reasonable.
For the year ending 31 December 2023, a 2% increase to the discount factor would result in a 0% movement in net assets
attributable to shareholders (2022: 0.1%). A 2% 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 2023 (2022: 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 2023 and 2022, are as follows:
Level I investments:
Quoted equity securities
Fair value at beginning of year
Purchases1
Net change in unrealised gains (losses) on investments
Fair value of Level I investments at end of year
2023
£’000
2022
£’000
25,289
39,450
32,752
10,729
–
(14,161)
68,770
25,289
1. As a result of the liquidation of Oakley Fund I, OCI now has a direct equity holding of 38% of Time Out (previously a 37% beneficial interest through a direct and indirect
holding). The shares of Time Out are listed on the London Stock Exchange. The investment in Time Out is carried at the 31 December 2023 and 31 December 2022 quoted
(bid) price.
Level III investments:
2023
Fair value at beginning of year
Purchases
Proceeds on disposals (including interest)
Realised gain on sale
Interest income and other fee income
Unquoted debt
securities
£’000
Funds
£’000
Unquoted
equity
instruments
£’000
Total
£’000
875,774
159,926
–
1,035,700
137,266
21,113
147,136
305,515
(267,742)
(176,374)
181,212
–
–
1,433
–
–
–
(444,116)
181,212
1,433
Net change in unrealised gains (losses) on investments
(138,622)
–
(2,686)
(141,308)
Fair value at end of year
787,888
6,098
144,450
938,436
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
159
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
Level III investments:
2022
Fair value at beginning of 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 end of year
Unquoted debt
securities
£’000
Funds
£’000
Unquoted
equity
instruments
£’000
Total
£’000
628,541
130,667
224,760
22,362
(205,458)
(7,552)
139,297
–
–
14,449
88,634
–
875,774
159,926
–
–
–
–
–
–
–
759,208
247,122
(213,010)
139,297
14,449
88,634
1,035,700
Other financial instruments
Financial instruments, other than financial instruments at fair value through profit and loss, where carrying values reasonably
approximate fair value:
Cash and cash equivalents
Trade and other receivables
Trade and other payables
2023
£’000
2022
£’000
207,155
109,848
1,368
729
(8,690)
(4,076)
These financial instruments are considered to approximate fair value due to their short-term nature, nominal value alignment and
limited credit risk.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
160
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
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 that 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 has been no transactions between the reportable segments except for fund to direct following Fund I making a in-specie
transfer of its shares in Time Out to all its investors, which had the effect of reducing OCI's indirect holding to zero and increasing
its direct holding.
The segment information for the year ended 31 December 2023 is as follows:
Fund
investments
£’000
Direct
investments
and loans
£’000
Total
operating
segments
£’000
Net realised gains on financial assets at fair value through profit
and loss
181,212
–
181,212
Net change in unrealised gains (losses) on financial assets at fair
value through profit and loss
(138,622)
8,043
(130,579)
Interest income
Other income
Expenses
Interest expense
–
–
–
–
1,291
142
–
–
1,291
142
–
–
Corporate
£’000
Total
£’000
–
–
2,656
2,370
181,212
(130,579)
3,947
2,512
(8,001)
(8,001)
(1,603)
(1,603)
Profit (loss) for the year
42,590
9,476
52,066
(4,578)
47,488
Total assets
Total liabilities
Net assets
Total assets include:
787,888
219,318
1,007,206
208,523
1,215,729
–
–
–
(8,690)
(8,690)
787,888
219,318
1,007,206
199,833
1,207,039
Financial assets at fair value through profit and loss
787,888
219,318
1,007,206
–
1,007,206
Cash and Other
–
–
–
208,523
208,523
161
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
The segment information for the year ended 31 December 2022 is as follows:
Fund
investments
£’000
Direct
investments
and loans
£’000
Total
operating
segments
£’000
Corporate
£’000
Total
£’000
Net realised gains on financial assets at fair value through profit
and loss
139,297
–
139,297
Net change in unrealised gains (losses) on financial assets at fair
value through profit and loss
88,634
(14,161)
74,473
–
–
139,297
74,473
Interest income
Other income
Expenses
–
–
14,206
14,206
261
14,467
243
243
–
1,499
1,742
(7,019)
(7,019)
Profit (loss) for the year
227,931
288
228,219
(5,259)
222,960
Total assets
Total liabilities
Net assets
Total assets include:
875,774
185,215
1,060,989
110,577
1,171,566
–
–
–
(4,076)
(4,076)
875,774
185,215
1,060,989
106,501
1,167,490
Financial assets at fair value through profit and loss
875,774
185,215
1,060,989
–
1,060,989
Cash and Other
–
–
–
110,577
110,577
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
162
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
10. Cash and cash equivalents
Cash and demand balances at banks
Short-term deposits
2023
£’000
2022
£’000
71,293
109,848
135,8621
–
207,155
109,848
1 During the year, the Company deposited £136 million into short-term deposit accounts with Barclays Bank and Royal Bank of Scotland. The accounts have 30 day
withdrawal notice period, and 3.45% and 4.20% interest rates per annum respectively, as at 31 December 2023.
11. Trade and other receivables
Prepayments
Amounts due from related parties
12. Trade and other payables
Trade payables
Amounts due to related parties
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 securities1
2023
£’000
1,058
310
1,368
2023
£’000
216
8,244
230
8,690
2022
£’000
419
310
729
2022
£’000
37
3,768
271
4,076
2023
£’000
2022
£’000
2,656
261
1,291
3,947
14,206
14,467
1. In December 2023, the Company converted loans and accrued interest amounting to £147m due from various North Sails companies into preferred shares in a newly
created North Sails Holding Company. Under the terms of the conversion interest on the loans from 1 January 2023 to the date of conversion was waived. The preferred
shares carry a coupon of 0% until 1 January 2025 and 5% thereafter. Additionally, the preferred shares carry warrants of 5% of equity of the North Sails Holding Company,
exercisable on or after 30 June 2025. The 5% warrants are reduced proportionately for any preferred share redemptions made before 30 June 2025. The preferred equity
and warrants are held at par value which approximates fair value.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
163
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
14. Expenses
Operating expenses
Administration fees
Credit facility fees
2023
£’000
6,001
230
1,770
8,001
2022
£’000
5,460
200
1,359
7,019
The following expenses are included in operational expenses:
a) Oakley Capital Limited (‘the Administrator’) was appointed by the Company to provide administration services at prevailing
commercial rates from 1 July 2021.
Administration fees for the year ended 31 December 2023 totaled £0.23 million (2022: £0.2 million).
(b) Recharged 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 includes the Investment Adviser) on behalf of the
Company. Such recharges are specifically agreed on an annual basis. For the year ended 31 December 2023, the Administrative
Agent recharged £3.43 million (2022: £2.81 million). This increase reflects the additional services provided to OCI as both the
entity grows and best practice in risk, compliance and ESG develop.
(c) Directors’ fees
For the year ending 31 December 2023, the Company paid directors’ fees of £0.53 million (2022: £0.47 million) to the Board
members. No fees were payable as at 31 December 2023 (2022: none).
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 (2022: one). No other fees were paid to the Directors (2022: £nil).
Please refer to the Remuneration report for further details.
(d) Auditor’s remuneration
The Company’s Auditor is KPMG. During the year ending 31 December 2023, the Company paid KPMG audit fees of £0.17 million
(2022: £0.16 million) and non-audit fees of £0.005 million (2022: 0.021 million).
15. Tax
Under current Bermuda law the Company and its subsidiary are 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 at least until 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 2023, the Company was not subjected to foreign withholding taxes (2022: nil).
During 2023, there were discussions between Oakley Capital Investments Limited (“OCI”) and its Bermudian tax advisers
regarding the implementation of the Pillar 2 global minimum tax (GloBE) rules integrated into the Corporate Income Tax Act
2023 in Bermuda. The legislation introduces a 15% corporate income tax (“CIT”) that would apply to certain Bermuda Entities.
Following the consultation, OCI is not expected to be within the scope of this 15% CIT.
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
164
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
16. Earnings per share
The earnings per share calculation uses the weighted average number of shares in issue during the year. There were no dilutive
instruments during the period (2022: nil).
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.
17. 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 year end (‘000)
18. Share capital
2023
£0.27
2022
£1.26
£47,488
£222,960
176,418
177,518
2023
£6.84
2022
£6.62
£1,207,039
£1,167,490
176,418
176,418
(a) Authorised and issued capital
The authorised share capital of the Company is 280 million 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 2023, the Company did not undertake any share purchases.
During the year ending 31 December 2022, the Company purchased 2.18 million ordinary shares. The ordinary shares purchased
by the Company were cancelled and are available for reissue.
As at 31 December 2023, the Company's issued and fully paid share capital was 176 million ordinary shares (2022: 176 million).
Ordinary shares outstanding at the beginning of the year
Ordinary shares purchased
Ordinary shares outstanding at the end of the year
(b) Share premium
Share premium represents the amount received in excess of the nominal value of ordinary shares.
2023
‘000’
2022
’000’
176,418
178,600
–
(2,182)
176,418
176,418
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
165
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
19. Dividends
On 17 March 2023, the Board of Directors declared a final dividend for 2022 of 2.25 pence per ordinary share, resulting in a
dividend of £3.97 million paid on 5 April 2023 (2022: on 25 March 2022, the Board of Directors declared a final dividend for 2021
of 2.25 pence per ordinary share, resulting in a dividend of £4.02 million paid on 14 April 2022).
On 22 September 2023, the Board of Directors declared an interim dividend of 2.25 pence per ordinary share resulting in a
dividend of £3.97 million paid on 6 October 2023 (2022: On 23 September 2022, the Board of Directors declared an interim
dividend of 2.25 pence per ordinary share resulting in a dividend of £3.97 million paid on 13 October 2022).
20. Commitments
The Company had the following outstanding capital commitments in euros as at period end:
Fund I and Fund II
Fund III
Fund IV
Fund V
Origin I
Origin II
PROfounders Fund III
Touring I
Total outstanding commitments (€’000)
Total outstanding commitments (£’000)
Original
commitment
€’000
2023
£’000
392,398
16,134
2022
£’000
16,134
325,780
50,496
50,496
400,000
125,000
180,000
800,000
654,265
685,061
129,300
65,297
89,216
190,000
184,300
30,000
91,590
25,541
50,051
–
26,456
–
2,359,068
1,171,084
1,047,363
2,045,316
1,015,332
928,802
The Company had the following outstanding unquoted debt security commitments at period end:
Time Out
Total outstanding commitments (£’000)
Original
commitment
£’000
5,254
5,254
2023
£’000
–
–
2022
£’000
3,000
3,000
i
F
n
a
n
c
i
a
l
s
t
a
t
e
m
e
n
t
s
166
Oakley Capital Investments / Annual report 2023 / Notes to the Consolidated Financial Statements
21. Borrowings
During the year, the Company drew down on the revolving credit facility and repaid it in full. In June 2023, OCI extended the RCF
for a further two years and increased commitments from lenders to £175 million. There is an option to increase the commitments
by a further £50 million subject to agreement by all parties.
22. Related parties
Related parties transactions not disclosed elsewhere in the Consolidated Financial Statement are as follows:
One Director of the Company, Peter Dubens, is also a director of the Investment Adviser, an entity that provides services to, and
receives compensation from, the Company. The agreements between the Company and these service providers are based on
normal commercial terms as disclosed in the 2023 Annual Report.
23. Events after balance sheet date
The Board of Directors has evaluated subsequent events from the year end through to 13 March 2024, which is the date the
annual consolidated financial statements were available for issue. The following event has been identified for disclosure:
Dividends
On 12 March 2024, the Board of Directors approved a final dividend of 2.25 pence per share in respect of the financial year ended
31 December 2023. This is due to be paid on 26 April 2024 to shareholders registered on or before 22 March 2024. The ex-
dividend date is 21 March 2024.
O
t
h
e
r
i
n
f
o
r
m
a
t
i
o
n
167
Oakley Capital Investments / Annual report 2023 / Directors and advisers
Directors and advisers
Directors
Caroline Foulger
Chair
Richard Lightowler
Senior Independent Director
Fiona Beck
Independent Director
Stewart Porter (retired in November
2023)
Independent Director
Peter Dubens
Director
Registered office
5th Floor
11 Bermudiana Road
Pembroke HM 08
Bermuda
Advisers
Administrative Agent
Oakley Capital Limited
3 Cadogan Gate
London SW1X 0AS
United Kingdom
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
Oakley Capital Limited
3 Cadogan Gate
London SW1X 0AS
United Kingdom
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 HM 08
Bermuda
Branch Registrar
Computershare Investor
Services (Jersey) Limited
Queensway House
Hilgrove Street
St Helier
Jersey JE1 1ES
Channel Islands
O
t
h
e
r
i
n
f
o
r
m
a
t
i
o
n
168
Oakley Capital Investments / Annual report 2023 / Glossary and Alternative Performance Measures
Glossary and Alternative Performance Measures
Administrative Agent
Oakley Capital Limited (‘OCL’), in respect of the Company.
AIF
Alternative Investment Fund; as at 31 December 2023, Oakley Capital Investments Limited is a non-EU AIF.
Attribution analysis:
movement in NAV and
investments
1. Realised gains/(losses) represent the change in realised gains/(losses) during the year and are adjusted to remove
the impact of reclassifications from unrealised gains/(losses) to realised gains/(losses) that occurred upon
realisations during the year. Unrealised gains/(losses) have also been adjusted accordingly.
2. Realised gains/(losses) include realised gains/(losses) on underlying fund portfolio investments sold in the period,
and income and expenses of the underlying fund during the period.
3. Unrealised gains/(losses) include FX on the conversion of period end fund holdings from the Funds’ reporting
currency (euros) to pounds, plus unrealised gains/(losses) on the Funds’ portfolio investments and any change in
OCI’s share of fund holdings. Changes in provisional profit allocation (‘carry’) are apportioned across the realised and
unrealised gains.
4. Distributions include redemptions, loan repayments (including accrued interest and arrangement fees) and transfers.
Attribution analysis:
movement in portfolio
companies
Realised and unrealised gains/(losses) are presented for the portfolio companies and direct equity investments only.
This chart, therefore, excludes realised and unrealised gains/(losses) on the other assets/(liabilities) of the Funds,
including income and expenses of the underlying fund, FX on the conversion of period-end fund holdings from the
Fund’s reporting currency (euros) to pounds and any change in OCI’s share of fund holdings.
Auditor
KPMG Audit Limited or such other auditor as appointed from time to time.
Average Entry Multiple
The average EV/EBITDA multiple of Oakley’s current portfolio, weighted by OCI’s look-through fair value at year end.
Board/Directors
The Board of Directors of the Company.
CAGR
Compound Annual Growth Rate.
Commitments
Company/OCI
Cost
The amount committed by an investor to the Funds whether or not such amount has been advanced in whole or in part.
Oakley Capital Investments Limited, a company incorporated with limited liability in Bermuda and registered
number 40324.
In relation to the cost of investments, this is the open cost of the investment at 31 December 2023, i.e. the
investment cost net of amounts realised from partial exits and refinancings, where applicable.
DACH region
Austria, Germany and Switzerland.
Discount to NAV
The amount by which the Net Asset Value per share exceeds the share price, calculated as the share price divided
by the Net Asset Value per share.
EBITDA
Earnings before interest, taxation, depreciation and amortisation and used as the typical measure of portfolio
company performance.
Equity ticket
The amount invested in a company by the Fund.
EV/EBITDA multiple
The EV/EBITDA multiple compares a company’s Enterprise Value (‘EV’) to its annual EBITDA. The EV/EBITDA
multiple in the report is weighted by OCI’s look-through fair value of the underlying investments at year end.
Exchange rate
The GBP:EUR exchange rate at 31 December 2023 was £1: €1.1534.
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.
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.
Fund V/Oakley Fund V
Those limited partnerships constituting the Fund known as Oakley Capital V, comprising Oakley Capital V-A SCSp,
Oakley Capital V-B1 SCSp, Oakley Capital IV-B2 SCSp, Oakley Capital V-C SCSp and Oakley Capital V 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, Oakley Capital Fund V S.à.r.l. in respect of Fund V, Oakley Capital Origin S.à.r.l. in respect of the
Origin Fund, Oakley Capital Origin II S.à r.l. in respect of the Origin II Fund, PROfounders Capital III S.à.r.l in respect of
PROfounders Capital III-A and Oakley Touring Venture GP S.à.r.l in respect of Oakley Touring Venture Fund, private
limited liability companies incorporated in Luxembourg.
169
Oakley Capital Investments / Annual report 2023 / Glossary and Alternative Performance Measures
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.
O
t
h
e
r
i
n
f
o
r
m
a
t
i
o
n
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 twelve months.
LTM EBITDA growth
Organic EBITDA increase over the last 12 months of the year ended 31 December 2023, weighted by OCI’s look-
through fair value of the underlying investments at year end.
MM
NAV
Oakley
Oakley Funds
Oakley Group
Oakley Private Equity
Portfolio
OCI
Origin I Fund
Origin II Fund
Money Multiple, which is Total Value divided by Total Cost Invested, illustrating return on capital.
Net Asset Value is the value of the Company’s total assets less total liabilities.
The Investment Adviser, being Oakley Capital Limited.
The private equity funds: Fund I, Fund II, Fund III, Fund IV, Fund V, Origin Fund I, Origin Fund II, and venture funds:
PROfounders III and Touring I and (as applicable) any successor Funds.
Oakley Capital Limited as Investment Adviser and 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.
Fund I, Fund II, Fund III, Fund IV, Fund V, Origin Fund I, Origin Fund II and (as applicable) any successor Funds.
Oakley Capital Investments Limited.
Those limited partnerships constituting the Fund known as the Origin Fund, comprising Oakley Capital Origin A
SCSp, Oakley Capital Origin B SCSp, Oakley Capital Origin C SCSp and Oakley Capital Origin Master SCSp.
Those limited partnerships constituting the Fund known as the Origin II Fund, comprising Oakley Capital Origin A
SCSp, Oakley Capital Origin B1 SCSp, Oakley Capital Origin B2 SCSp and Oakley Capital Origin II Aggregator SCSp.
PROfounders III
Those limited partnerships constituting the Fund known as PROfounders III, comprising PROfounders Capital III
SCSp and PROfounders Capital III-A SCSp.
Realised gross Money
Multiple
SFS
Total NAV per
share return
Total Portfolio
The combined Total Proceeds divided by the combined Total Cost of all the Investment exited in the year.
The Specialist Fund Segment is a segment of the London Stock Exchange’s regulated Main Market.
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 per share +
dividends)/opening NAV per share.
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
£1,197.2
(217.2)
27.2
199.8
1,207.0
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.
Touring I/Oakley Touring
Venture Fund
Those limited partnerships constituting the Fund known as Oakley Touring Venture Fund, comprising Oakley
Touring Venture A SCSp, Oakley Touring Venture B1 SCSp, Oakley Touring Venture C SCSp and Oakley Touring
Venture Aggregator SCSp.
170
Oakley Capital Investments / Annual report 2023 / Shareholder information
Shareholder information
OCI shares can be purchased through a stockbroker, financial adviser, bank or
share-dealing platform.
Financial calendar
The announcement and publication of the Company’s results is expected in the months shown below:
O
t
h
e
r
i
n
f
o
r
m
a
t
i
o
n
January
March
April
May
July
Publication of Q4 2023 trading update
Final results for the year announced, Annual Report published
Payment of final dividend
Publication of Q1 2024 trading update
Capital Markets Day
Publication of Q2 2024 trading update
September
Interim results announced, Interim Report published
October
Payment of interim dividend
Publication of Q3 2024 trading update
Share dealing
Rights attaching to shares
Investors wishing to purchase or sell shares in the Company
The rights attaching to the shares are set out in the bye-laws
may do so through a stockbroker, financial adviser, bank or
of the Company. All or any of the special rights for the time
share-dealing platforms. To purchase this investment, you
being attached to the shares or any class of shares may be
should read the Key Information Document (‘KID’) before
varied, modified or abrogated either with the consent in
buying or selling shares in the Company. This is available on
writing of the shareholders of not less than three-fourths of
the Company’s website at:
the issued shares of that class or with the sanction of a special
https://www.oakleycapitalinvestments.com/media/41jnr5qm/
resolution passed at a separate general meeting of the holders
oci-kid-document-uk-priip-december-2022.pdf
of the shares of that class. There are no restrictions on the
OCI shares can be purchased through a range of broker
platforms, including but not limited to: Transact Online,
iDealing.com, Hargreaves Lansdown, Interactive Investor,
Charles Stanley Direct, AJ Bell Youinvest and ComDirect.
Dividend
The final dividend proposed in respect of the year ended 31
December 2023 is 2.25 pence per share.
Ex-dividend date (date from which shares are
transferred without dividend)
21 March
2024
Record date (last date for registering transfers to
receive the dividend)
22 March
2024
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.
Dividend payment date
Important information
Past performance is not a reliable indicator of future results.
There is an inherent risk in investing, with no guaranteed
26 April
2024
All the rights attached to a treasury share1 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 2023, the Company did not hold
return on any investments made. The value of OCI shares can
any treasury shares.
fall as well as rise and you may get back less than you invested
when you decide to sell your shares.
1. A share of the Company that was or is treated as having been acquired and held
by the Company and has been held continuously by the Company since it was so
acquired and has not been cancelled.
Digital-first reporting
Oakley Capital Investments is pleased to deliver its first digital-first reporting
suite. This includes a fully interactive ESEF report, built to maximise the online
potential of the mandatory format (iXBRL). This approach enables our reporting
to meet stakeholders' needs while also being accessed by machines and AI
tools.
Compliance and sustainability
Following the latest regulatory guidance, our reporting suite has been created
digital-first, with all versions (online, PDF and filing) delivered from the same
digital content. We no longer print or mail any reports, which reduces our
carbon impact, but if a shareholder does need a printed copy this can be
provided on request.
User-friendly ESEF reporting
Our online ESEF format delivers a transformed digital user experience in iXBRL
and, in line with our commitment to digital inclusion, it offers greater accessibility
than PDF. We aim to continually improve our digital reporting as software
advances, and a PDF version of our annual report will continue to be available on
our website.
For the full digital experience, visit our online interactive iXBRL-tagged report.
If you have any feedback, please get in touch:
oci-investorrelations@oakleycapital.com
Digital-first reporting
Designed, produced and built
by Friend Studio with Reportl