Oakley Capital Investments / Annual Report 2024
Investing for
sustainable growth
What's in this report?
Strategic report
About OCI
3
Why invest in OCI?
6
OCI KPIs
10
Increase in value 2024
13
Chair's statement
15
Business model
21
Our structure
21
Oakley Capital (Investment
Advisers)
22
Oakley Capital portfolio
31
Oakley Funds strategies
31
Portfolio KPIs
32
Investment Adviser's report
34
Portfolio overview
40
Portfolio activity in 2024
44
Cash and liquidity profile
49
Strategy in action
51
Oakley Funds overview
59
Community initiatives at OCI
62
Private Equity Funds
65
Oakley Fund V
65
Oakley Fund IV
66
Oakley Fund III
67
Oakley Fund II
68
Oakley Origin II
69
Oakley Origin I
70
Venture Funds
71
Oakley Touring I
71
Oakley Capital PROfounders III
75
OCI's Direct Investments
79
OCI NAV overview
80
OCI's underlying investments
(look-through basis)
82
Sector review: Technology
85
Sector review: Education
93
Sector review: Consumer
97
Sector review: Business Services
104
Sustainability and ESG
110
Risks and engagement
121
Principal risks and uncertainties
122
Stakeholder reporting
130
Governance
134
Composition of the Board
135
Board of Directors
136
Corporate governance
138
Focus in 2024
138
Corporate governance statement
139
Corporate governance principles
142
Board committees
149
Audit Committee report
149
Risk Committee report
152
Management Engagement
Committee report
154
Nomination Committee report
156
Governance, Regulatory and
Compliance Committee report
159
Remuneration Committee report
161
Remuneration report
162
Directors’ report
163
Investment policy
166
Statement of Directors'
responsibilities
167
Alternative Investment Fund
Manager’s Directive
168
Financial statements
169
Independent Auditor's Report
170
Consolidated statement of
comprehensive income
173
Consolidated balance sheet
174
Consolidated statement of
changes in equity
175
Consolidated statement of cash
flows
176
Notes to financial statements
177
1. Reporting entity
177
2. Basis of preparation
178
3. Segment information
179
4. Material accounting policies
181
5. Critical accounting estimates,
assumptions and judgement
183
6. Financial risk management
184
7. Expenses
188
8. Investments
189
9. Net gains/(losses) from
investments at fair value through
profit and loss
191
10. Disclosure about fair value of
financial instruments
192
11. Cash and cash equivalents
197
12. Trade and other receivables
197
13. Trade and other payables
197
14. Interest income
197
15. Taxation
198
16. Earnings per share
198
17. Net Asset Value per share
198
18. Share capital
199
19. Dividends
199
20. Commitments
199
21. Borrowings
200
22. Related parties
200
23. Events after balance sheet
date
200
Other information
201
Directors and advisers
201
Glossary and Alternative
Performance Measures
202
Shareholder information
205
2
Oakley Capital Investments / Annual Report 2024 /
Strategic report / About OCI
What is OCI?
Oakley Capital Investments (‘OCI’) is a Specialist
Fund Segment company, publicly listed on the
London Stock Exchange, that invests in the
Oakley Capital Private Equity funds.
Watch video: What is private equity?
3
Oakley Capital Investments / Annual Report 2024 / About OCI
Strategic report
Strategic report / About OCI
OCI is for everyone
OCI offers public investors access to
Oakley Capital's private equity portfolio
and the leading returns it generates.
Watch video: What is listed private equity?
4
Oakley Capital Investments / Annual Report 2024 / About OCI
Strategic report
£
$
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£
$
¥
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Strategic report / About OCI
Why invest in OCI?
OCI's access to private equity funds delivers superior
returns and long-term growth for its investors. See how
in the following section...
5
Oakley Capital Investments / Annual Report 2024 / About OCI
Strategic report
Strategic report / Why invest in OCI?
Consistent
outperformance
OCI’s objective is to generate long-term returns in
excess of the FTSE All-Share Index.
See: OCI Key Performance Indicators
See: 2024's top performers
6
Oakley Capital Investments / Annual Report 2024 / Why invest in OCI?
Strategic report
Strategic report / Why invest in OCI?
Founder-led growth
opportunities
OCI’s Investment Adviser, Oakley Capital, has built a
proprietary deal sourcing network that helps it source
high-growth, founder-led investment opportunities.
Watch video: Finding the best investments
See: 2024's investments
7
Oakley Capital Investments / Annual Report 2024 / Why invest in OCI?
Strategic report
Strategic report / Why invest in OCI?
Predictable, recurring
revenues
OCI’s consistent, long-term outperformance is driven
by EBITDA growth in a digital-focused portfolio which
has material recurring revenues.
See: Portfolio overview
8
Oakley Capital Investments / Annual Report 2024 / Why invest in OCI?
Strategic report
Strategic report / Why invest in OCI?
Proven value creation
Oakley’s four key value-creation drivers drive growth in a
portfolio of fast-growing, unlisted companies across four
specialist sectors and across the private equity cycle.
Watch video: How do we create value
9
Oakley Capital Investments / Annual Report 2024 / Why invest in OCI?
Strategic report
Strategic report / OCI KPIs
OCI key performance
indicators
2024 has been a year of significant investment for OCI, with £299 million invested during the period and £179 million of look-
through proceeds realised, the majority of which was during the second half of the year, as macroeconomic conditions began
to improve. Total Net Asset Value ("NAV") Return per share was +15 pence, reporting a 2% Total NAV Return per share for the 12
month period. When the impact of foreign exchange is removed, Total NAV Return per share is approximately +40 pence,
representing a 6% increase on the prior year.
Creating value
Net asset value
£1,226m
Performance
OCI's net asset value grew to £1,226 million following a year focused on capital
deployment, with total NAV being fully invested at the year-end, in support of
maximising future returns.
NAV per share
Represents the underlying value of each share.
695p
Importance
Represents the underlying value of each share.
Performance
OCI's NAV per share has increased to 695 pence in
the year, net of 4.5 pence of dividends, representing
consistent value creation for shareholders despite
challenging macroeconomic conditions.
Resilient performance
Total NAV Return per share
2%
Importance
Represents shareholder value creation through
dividends and NAV growth.
Performance
OCI's Total NAV Return per share was 2% despite the
euro depreciating 5% against the pound. Without the
impact of foreign exchange, OCI's Total NAV Return
per share was 6%.
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Oakley Capital Investments / Annual Report 2024 / OCI KPIs
Strategic report
Delivering returns
Total Shareholder Return
2%
Importance
Measures total return to shareholders by expressing share
price appreciation and dividends paid as an annualised
percentage.
Performance
Total Shareholder Return was 2% for the 12 month period.
OCI long-term shareholder return vs indices
OCI shareholder return and FTSE All Share return has been re-based to 2014.
Invested by OCI during the period
£299m
Importance
Demonstrates the activity during the period through
capital deployment for future returns.
Performance
OCI was active in respect of capital deployment
during the period, investing £299 million into new
investments including £236 million of new platform
deals, for the majority of these fair value remains at
cost at the year-end.
Look-through proceeds to OCI during the period
£179m
Importance
Represents the value realised by OCI from its
investments in the Oakley Funds.
Performance
OCI's look-through share of proceeds for the period
was £179 million, including £159 million of realisations
from exits in the second half of the year, as improved
macroeconomic conditions began to support deal
flow.
11
Oakley Capital Investments / Annual Report 2024 / OCI KPIs
Strategic report
Realised gross Money Multiple
2.3x
Importance
Demonstrates the underlying gross returns of the Oakley
Fund Investments realised during the year.
Performance
During the year, Oakley Fund III exited Schülerhilfe and
Oakley Fund IV exited Idealista and Ocean Technologies
Group, achieving an average 2.3x realised gross Money
Multiple.
Liquidity
Cash
£103m
See: Cash and liquidity
A further £122m of additional credit is
available at the year-end.
Consistent returns
Dividend per share
4.5p
See: Directors' report
Investing for future growth
Outstanding fund commitments
£646m
See: Funds overview
Of which, £200m is not expected to be
drawn.
Five-year CAGR
16%
Importance
Annualised Total NAV Return per share calculated
over a five-year period. A measure of the consistency
and quality of growth in the portfolio.
Performance
OCI's five-year Compound Annual Growth Rate
(CAGR) is 16%, demonstrating continued and resilient
growth when compared to its peers.
Discount to NAV
28%
Importance
Share price relative to NAV per share.
Performance
OCIs discount to NAV remains inline with the prior
year reflecting a continuing industry-wide trend,
particularly for investment companies holding private
assets.
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 and KPIs 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.
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Oakley Capital Investments / Annual Report 2024 / OCI KPIs
Strategic report
Strategic report / Increase in value 2024
Increase in
value 2024
At the period end, OCI's NAV was £1,226 million an increase of £19 million against the prior year, driven by
a net unrealised gain on investments of £121 million, £116 million of which relates to unrealised gains from the
Funds and £5 million from Direct Investments. A resilient performance from the underlying portfolio
contributed 45 pence of net valuation gains in OCI's Total NAV Return of 2%.
Movement in NAV £m
£19m
OCI's NAV grew £19m to £1,226
million at the year-end, driven by net
unrealised gains on investments of
£121 million; comprising £116 million of
net gains from the Oakley Funds and
£5 million from Direct Investments
driven by North Sails, offset by £42
million of net expenses in the Oakley
Funds and £41 million of net
unrealised losses related to FX.
Excluding the impact of foreign
exchange, OCI's Total NAV Return per
share was approximately 40 pence
with the FX impact predominantly
driven by the depreciation of the euro
against sterling in the current year,
and almost entirely unrealised.
See more on the impact of foreign
exchange rate below.
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Oakley Capital Investments / Annual Report 2024 / Increase in value 2024
Strategic report
OCI's FX exposure results from the
following three elements:
1. Underlying investment portfolio
Certain portfolio companies have
transactions and balances denominated
in a currency other than their main
reporting currency. There is an
unrealized gain or loss when these are
translated to the reporting currency in
the normal course of business.
Additionally, certain of those portfolio
companies have a reporting currency
that is not Euros (the currency in which
the Funds report). The NAV of those
entities is determined in base currency
and is then translated into Euros for
inclusion in the overall Fund’s NAV.
The impact of both is captured within
the £121m of Investments: unrealised
gains above.
2. Reporting currency of Investments
OCI holds Direct investments in North
Sails and Time Out, and indirect
Investments in the Oakley Funds.
OCI has a reporting currency of GBP
given that it is listed in the UK, however
given Oakley’s strategy is pan –
European focused, the majority of the
Oakley Funds are denominated in Euros,
with Touring I being the exception which
is denominated in USD. An FX gain/loss
arises from translating from the
reporting currency of the funds to that
of OCI at the period end.
Additionally, an FX gain/loss arises from
translating our direct investments. in
North Sails, which is denominated in
USD, to GBP at the period-end.
The impact of this in 2024 was a net loss
of c.£41 million broadly comprising
c.£43m of FX losses on the Fund
investments offset by c.£3m of FX gain
from North Sails. This is captured within
Investments: FX loss above.
3. OCI’s own operating balances
In the ordinary course of business, OCI
has certain transactions and balances
not denominated in its reporting
currency, which are translated to GBP at
the period end. In 2024, this was
minimal.
Movement in the value of investments (£m)
Unrealised gains on investments
£121m
See: Portfolio activity
See ‘Attribution analysis’ definition within the Glossary for an explanation of methodology.
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Oakley Capital Investments / Annual Report 2024 / Increase in value 2024
Strategic report
Chair’s statement
Continuing to generate
positive outcomes
In 2024, OCI delivered another period of positive
performance, with a Total NAV Return per share of
almost 2% (net of foreign exchange impact), against a
backdrop of weak global economic growth and
continuing macro and geopolitical uncertainty.”
Caroline Foulger Chair
15
Oakley Capital Investments / Annual Report 2024 / Chair's statement
Strategic report
Robust earnings growth
15%
Organic LTM EBITDA growth
See: Investment Adviser's report
Resilient performance
2%
Total shareholder return
See: OCI NAV overview
Market backdrop
Our prediction 12 months ago that market uncertainty would persist in 2024 proved correct, with
ongoing macroeconomic and geopolitical turbulence continuing to shape the investment environment.
I'm pleased Oakley Capital Investments (OCI) navigated these challenges, once again returning a
positive performance.
While global public markets enjoyed a buoyant year, the concentration of gains in US and European
markets masked a mixed picture, with standout performers overshadowing more muted general
performance. Caution among investors and businesses also contributed to a dearth of IPOs and it is no
surprise that the decline in the number of listed companies extended. In London, the number of listed
businesses dropped to fewer than 2,000, a decline of 25% compared with a decade ago. The story is
similar across Europe.
This dynamic means that across the UK and Europe there is a wealth of opportunities for private equity
managers. Europe has an extremely large pool of private businesses, with 96% of companies that
generate Revenue in excess of €100m being privately owned. Oakley’s experience in partnering with
founders, usually as a firm’s first institutional investor, positions it well to capitalise on the appetite for
private equity investment from growing companies, and OCI of course benefits from that. In 2024,
Oakley invested in eight new platform companies, as well as a significant number of add-on acquisitions
to its existing portfolio.
As many companies will never join the public markets, including many of the fastest-growing businesses
in highly attractive sectors, the opportunity cost for investors who lack exposure to these companies is
growing. Listed private equity investment companies like OCI offer investors a route into these attractive
businesses at the forefront of innovation, with strong fundamentals, and the outperformance that
derives from those attributes, all while benefitting from the liquidity of public markets.
The Board is optimistic about the
performance for 2025 and beyond,
given the quality of the underlying
portfolio.”
Caroline Foulger Chair
16
Oakley Capital Investments / Annual Report 2024 / Chair's statement
Strategic report
Performance
In 2024, OCI delivered resilient performance and NAV growth, in the face of the prevailing
macroeconomic headwinds. Our total NAV return was 2%, or 6% excluding foreign exchange impacts,
with a total shareholder return of 2%. We provide both numbers as we recognise that many of our
investors choose OCI for our European focus, albeit we report in UK Sterling. Whilst returns in 2024
were relatively muted versus historic performance, the Board is optimistic about OCI’s performance
outlook for 2025 and beyond, due to a number of factors as discussed below.
Underlying Portfolio Investments
The Board was pleased with the performance of the underlying portfolio investments in 2024,
underpinned by strong operating performance, a number of realisations, and continued investment in
growth trends. Not all of this has yet been reflected in our performance at year-end as an amount
equivalent to c.40% of OCI’s NAV has been invested in the last two years, as the macro-economic
environment created conditions particularly favourable for capital deployment. These additions to the
portfolio are already performing well and delivering EBITDA growth. As they mature, they will quickly
become more significant contributors to OCI’s performance, as valuation uplift typically accelerates
through the duration of an Oakley investment. You can read more about this in the Investment
Adviser’s report.
Our more established underlying portfolio continues to deliver a robust operating performance, with
LTM EBITDA growth of 15% in 2024. The Portfolio overview section of this report provides more
details, and highlights include Phenna Group, IU Group and Dexters, which benefitted from increasing
demand and growing market share.
Our investment adviser continues to harness key technological trends to enhance the portfolio.
Artificial Intelligence ("AI") is already catalysing additional growth across portfolio companies, by
streamlining operations, reducing costs and creating demand for new services. Examples include
VLex, whose Vincent AI tool efficiently interrogates case law, IU Group which deploys its Syntea AI
tutor to deliver highly personalised education, and TechInsights, which is seeing strong demand for
data and analytics on essential AI hardware. Our portfolio also benefits from exposure to companies
at the forefront of AI innovation through the investments of Touring Capital, a dedicated investor in
the next generation of software companies powered by AI.
Realisations
Realisations from exits during 2024 delivered £159 million to OCI, a positive outcome against the
challenging economic backdrop and subdued M&A market, highlighting Oakley’s ability to deliver
across cycles and generate liquidity for both our committed investments and capital allocation. The
Board was particularly pleased that the assets were all realised close to the prevailing NAV,
underscoring the robustness of underlying valuations.
£179 million
Robust returns
OCI's look-through share of proceeds for the period
was £179 million, including £159 million of realisations
from exits, as improved macroeconomic conditions
began to support deal flow.
17
Oakley Capital Investments / Annual Report 2024 / Chair's statement
Strategic report
Direct Investments
As investors are well aware, direct investments are no longer part of our ongoing strategy. The Board
remains very focused on maximising the value of its two direct investments, North Sails and Time Out,
receiving regular reporting from both companies and periodically attending in person meetings. We
have instructed the Adviser to progress these investments in 2025 with a view to having resolutions
by the end of 2026.
Time Out continues to deliver growth in its established food markets and convert its strong pipeline
of new markets, with a second New York market having recently been signed and commercial
negotiations to sign a London market ongoing. Prospects for the media business are also improving
with requests for proposals tripling since the beginning of 2025. The Board is optimistic about a
realisation of this asset and we believe the current share price significantly understates the true value
of the company, primarily due to very limited liquidity in the stock.
North Sails delivered another year of strong performance, with healthy order volumes, improving
gross margins and significant trading momentum. During the year North Sails completed two
strategic acquisitions, buying Quantum Sails and Doyle Sails, both leading designers and
manufacturers of high-performance sailing products. The combination of strong underlying
performance and recent acquisitions creates an exciting growth platform for North Sails, and the
Board therefore took the opportunity to convert $107m of preferred equity to ordinary equity to
participate in the expected future equity upside. You can read more in our Direct Investments section.
Capital Allocation and Liquidity
The Board’s primary objective is driving strong returns for OCI’s investors and capital allocation is a
key element of this. As noted above, realisations were positive in 2024 and no new Fund
commitments or financing to direct investments were made. However, as we move into 2025, we will
continue to balance the consideration of outstanding commitments, expected cashflows and forecast
returns, while ensuring there is adequate liquidity in place to enable OCI to fully participate in Oakley’s
investment opportunities.
At the year-end, commitments across all Oakley Funds totalled £646m, compared with
approximately £1bn of commitments at the 2023 year-end. Remaining commitments at the end of
2024 will be deployed into new investments over the next five years, with approximately £200m not
expected to be drawn down based upon current forecasts. Liquidity as of December 31 was £225m,
comprising £103m of cash and £122m of undrawn credit facilities.
The Board closely monitors these measures and is confident that current liquidity, combined with
proceeds from future realisations and refinancing, provides OCI with the resources required to
maximise shareholder returns.
Addressing OCI’s discount to NAV is a key factor in the Board’s assessment of its capital allocation
strategy. The continued discount to NAV is disappointing in light of OCI’s consistent delivery and
repeated evidence of the integrity of the valuation of portfolio companies. However, the Board
remains confident that the discount will close over time. While it exists, the Board plans to take
advantage of the discount by conducting share buybacks when appropriate.
Healthy capital deployment
c.40%
an amount equivalent to c.40% of OCI’s NAV has been
invested in the last two years, as the macroeconomic
environment created conditions particularly
favourable for capital deployment.
See: OCI NAV overview
Healthy capital deployment
£299m
Invested across Oakley's four core sectors in 2024.
£175m was deployed in 2023.
See: New investments in 2024
18
Oakley Capital Investments / Annual Report 2024 / Chair's statement
Strategic report
The Board will continue to explore other initiatives to close the discount, create further liquidity, and
increase investors’ access to OCI’s shares. Importantly, this entails educating investors about listed
private equity to eliminate misconceptions surrounding the asset class and questions around the
strength of our underlying portfolio. To achieve this, we will continue to invest in communications and
transparency, leveraging OCI’s own record of performance and that of our investment adviser to
reassure investors around the quality of our underlying portfolio and the reliability of its valuation.
Main Market Listing
The Board has initiated a process to transfer OCI’s listing to the Main Market of the London Stock
Exchange, a move which would expand access to a wider range of investors and should help to
further boost liquidity. Aligned with this goal, the Board is pleased to welcome Steve Pearce, who was
appointed as a Non-Executive Director in November. Steve has an impressive track record in public
company corporate finance and capital markets, with over 20 years’ experience advising UK listed
companies including investment trusts. As such, he brings fresh insight that will be valuable in the
delivery of this particular project, in addition to the full range of the Board’s objectives. You can read
more in our Board Governance and Composition section.
Responsible Investing
The Board and the investment adviser are committed to investing and generating returns in a
responsible and sustainable manner. In June Oakley built on earlier work around this issue, producing
its first Task Force on Climate-Related Financial Disclosures (TCFD) report. This report uses globally
recognised metrics to allow companies to disclose climate-related risks and opportunities. In addition,
Oakley issued its annual Sustainability Report, which explores the investment adviser’s approach to
responsible investing, and remains an active member of Initiative Climate International, a network of
private equity firms working together to tackle climate change. The Board welcomes Oakley’s focus
on cyber security and climate risk, areas which build resilience in the underlying portfolio companies,
protecting and increasing their value. Every portfolio company has been onboarded on to Oakley’s
cyber monitoring platform, and also has insights into their carbon footprints.
The Board and the Investment Adviser
are committed to investing and
generating returns in a responsible and
sustainable manner.”
Caroline Foulger Chair
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Oakley Capital Investments / Annual Report 2024 / Chair's statement
Strategic report
Communication and Disclosure
The listed private equity sector has a strong track record of outperformance and providing access to
dynamic and growing private companies. Despite this, the benefits of listed private equity investment
companies are still not widely understood. Clear and informative communications are key to
addressing this issue and attracting a broader range of investors to the sector. One of the Board’s
priorities, therefore, is the continuous improvement of OCI’s communications and disclosures, not only
to assist investors in their analysis of OCI, but to educate a wider range of existing and prospective
investors about the advantages that exposure to private equity brings.
In 2024, we were pleased to see that our focus on this area gained further recognition, with OCI
winning several awards for the quality of our communications and our innovation in engagement with
investors. Notably, OCI was recognised by the Investor Relations Society for our innovation in IR, and
by the AIC for the quality of our report and accounts.
With private markets growing in scale and significance, it is becoming more important than ever for
investors to be able to understand, analyse and invest in listed private equity investment companies
and we will maintain our focus on this area in 2025.
Outlook
After a year of significant investment activity with record capital deployment we expect these
additions, which comprise c.20% of the underlying portfolio, to benefit from Oakley’s value creation
and optimisation strategies, as well as organisational efficiencies derived from their incorporation into
the Oakley portfolio. More mature businesses in the portfolio, which frequently have non-discretionary
revenue streams and are also market disruptors, are also likely to benefit from more favourable
trading conditions, with the portfolio having shown consistent earnings growth through unstable
periods. Expectations of a return to more active M&A markets are also likely to support valuations
across the private equity industry.
The Board is confident that its initiatives to strengthen the understanding, appeal and rating of OCI
will continue to bear fruit in 2025. Combined, the above factors underpin the Board’s optimism that
OCI will see significant NAV growth this year, putting us on the path to delivering investment returns
ahead of our benchmark.
Caroline Foulger Chair
12 March 2025
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Oakley Capital Investments / Annual Report 2024 / Chair's statement
Strategic report
Business model / Our structure
Who we are
We are Oakley Capital Investments, a listed private
equity investor. We invest in funds managed by our
Investment Adviser, Oakley Capital, which backs private
founder-led businesses. This section explains why we
partner with Oakley Capital as our adviser and how its
proprietary approach drives value growth across its
portfolio companies.
OCI's relationship with Oakley Capital
We are a listed private equity company:
Oakley Capital Investments (‘OCI’)
We provide public access to the private assets advised by
Oakley Capital by investing in the Oakley Funds. Our
strategic objective is to generate long-term superior returns
in excess of the FTSE All-Share Index.
• Public access to a high-quality private equity portfolio
• Independent Board focused on governance, transparency
and shareholder interests
• Responsible, sustainable investing to drive resilient
performance
• Investing in future trends, such as AI
Our chosen Investment Adviser:
Oakley Capital (‘Oakley’)
Leading private equity firm investing in
fast-growing unlisted companies
across four key sectors.
• Investing from Venture to Mid Buyout,
covering four strategies across the
Fund cycle.
• Proprietary deal sourcing and value-
creation strategies, with a digital focus
• Focused on growth megatrends
21
Oakley Capital Investments / Annual Report 2024 / Business model
Strategic report
Business model / Oakley Capital (Investment Adviser)
The Oakley
Difference
Why does OCI choose Oakley Capital as its valued
Investment Adviser? Oakley Capital is a pan-European
private equity investor that is the partner of choice for
founders and management teams with ambitions to grow
their businesses and unlock their full potential.
Oakley develops companies across the life cycle, with the
majority of the portfolio across the private equity funds
which cover small – mid and mid buyout. In recent years,
Oakley has expanded its strategy to also cover venture
and growth tech funds. Alongside these four strategies,
Oakley invests across four sectors; Technology, Education,
Consumer and Business Services.
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Oakley Capital Investments / Annual Report 2024 / Business model
Strategic report
Business model / Oakley Capital (Investment Adviser)
Focused on
sourcing the best
investments...
Deal origination
Oakley’s success is built on its network of entrepreneurs and business founders,
a number of whom it has previously backed. Oakley develops and benefits
from repeat partnerships with these entrepreneurs from fund to fund, as they
help to unlock new investment opportunities, deepen their understanding and
expertise within sub-sectors, and invest alongside Oakley in future funds.
Oakley's entrepreneurial DNA means we are the partner of choice for many
entrepreneurs: we empathise with founders, we understand their mindset, we
anticipate their priorities and concerns.
Watch video: Finding the best investments
23
Oakley Capital Investments / Annual Report 2024 / Business model
Strategic report
Business model / Oakley Capital (Investment Adviser)
From a proprietary
deal network...
Business founder network
Oakley Capital's business founder network provides
privileged access to off-market opportunities and
creates frequent repeat partnerships.
72%
Founder-led deals since inception
Navigating complexity
Successful track record of navigating complexity
across multiple dimensions: carve-outs, founder-led
and complex stakeholder management.
74%
Uncontested deals since inception
24
Oakley Capital Investments / Annual Report 2024 / Business model
Strategic report
Technology
Trend: Business migration to the cloud
Companies looking to deliver efficiency and
productivity gains through digitisation.
Alongside our flagship Private Equity Funds,
our Venture Funds also focus on the
Technology sector.
Consumer
Trend: Consumer shift to online
Several regions and sectors are ripe for digital
disruption, as technology transforms the
consumer delivery models. The Consumer
sector also includes our Direct investments in
North Sails and Time Out.
Business model / Oakley Capital (Investment Adviser)
With deep experience
across sectors and
megatrends...
Oakley Capital invests across four core sectors, leveraging its strong track record
and deep experience. The Oakley Private Equity and Venture Funds offer
shareholders the opportunity to invest in a diversified portfolio of fast-growing
private businesses.
Education
Trend: Growing global
demand for high-quality accessible learning
Global demand for quality, accessible
education is growing, and online platforms
and market consolidation are satisfying
demand. Oakley has a strong track record as
one of Europe’s leading investors in this sector.
Business services
Trend: Growth in demand for
mission-critical tech-enabled services
Growing regulation and demand for
productivity are driving international demand
for services and information that helps
businesses succeed in an increasingly complex
data-driven economy.
See: Portfolio overview
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Business model / Oakley Capital (Investment Adviser)
And proven value
creation drivers...
Oakley’s Investment Team works closely with founders
and management teams to accelerate growth and create
sustainable value by deploying a range of strategies
including mergers & acquisitions (M&A), business
transformation, performance improvement, and talent
acquisition. Increasingly, this is done in partnership with
Oakley’s Portfolio Team of in-house experts.
Watch video: How Oakley Capital creates value
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Business model / Oakley Capital (Investment Adviser)
1
Buy and build
To date, Oakley has supported its portfolio companies with more than
250 bolt-on acquisitions, often providing the expertise and resources to
help 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 enable consolidation in
fragmented markets. Oakley's capital markets team, led by the Capital
Markets Director supports management teams with their M&A strategies
by advising them on how to optimise capital structures, diversify funding
sources and negotiate lending terms.
See: Strategy in action
250+
Oakley has supported its portfolio
companies with more than 250 bolt-
on acquisitions
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Business model / Oakley Capital (Investment Adviser)
2
Business transformation
Helping portfolio companies to meaningfully enhance the way they do
business, increasing their value. This can include shifting to a recurring
revenue or software as a service (SaaS) business model to improve the
quality of earnings, launching a new e-commerce sales channel, or building
an entire standalone organisation following a corporate carve-out. More
recently, several portfolio companies have launched highly successful AI-
powered products to help customers work more effectively, and others have
developed sustainable products, helping customers better understand their
environmental impacts.
See: Strategy in action
We leverage digital
tools and skills to enhance
the way a company does
business.
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Business model / Oakley Capital (Investment Adviser)
3
Performance improvement
Giving management teams the tools to make better informed decisions by improving
management information, data analysis and reporting. Oakley's Data & Analytics
team helps unlock value across the portfolio by providing expert guidance to
management teams on the introduction of AI-powered software solutions,
developing data analytics to optimise M&A due diligence and sales origination, and
driving internal operational efficiencies by leveraging data and analytics tools.
Meanwhile, Oakley’s Sustainability Team works with portfolio companies to gather,
analyse, and understand non-financial metrics, which in turn can drive operational
efficiency, cost savings, and facilitate in meaningful strategic decision-making.
See: Strategy in action
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4
Talent acquisition
A key asset in any business is human capital, and Oakley's Head of Talent
alongside the team, help portfolio companies attract and retain the best talent,
while also advising on the optimal organisational structure to support a long-
term business plan. Oakley will often strengthen management by building out a
team to support founders or formulating a succession plan. 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.
See: Strategy in action
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Strategic report / Oakley Capital Portfolio
Oakley Funds strategies
OCI is an investor in funds managed by
Oakley Capital, which consist of 'Private
Equity' and 'Venture' Funds investing
across four strategies: Venture Capital,
Growth Tech, Small-mid Buyout, and
Mid Buyout.
The Oakley Funds focus primarily on unquoted, pan-European
businesses, offering shareholders the opportunity to invest in
a diversified portfolio of fast-growing private businesses
across four sectors: Technology, Education, Consumer and
Business Services.
In addition, Oakley Capital Investments holds two direct
investments, including North Sails, where there has been a
particular focus this year on optimisation for future returns.
Looking ahead, the Board has committed to solely invest in
Oakley Capital Funds. Read more about our Direct
Investments.
OCI
Investing directly in
portfolio
OCI Direct
OCI strategy
Direct
Investment
OCI has two direct
investments,
separate from
Oakley Funds
Valuations:
North Sails
£154m
Time Out
£77m
Total value
£231m
Oakley Funds
Investing across the company life cycle
Venture Funds
Private Equity Funds
Fund strategy
Venture Capital
Equity ticket
€1-3m
Funds
PROfounders III
OCI commitment
€30m
Total Funds1
€77m
Fund strategy
Growth Tech
Equity ticket
$10-25m
Funds
Touring I
OCI commitment
$100m
Total Funds1
$238m
Fund strategy
Small-mid
Buyout
Equity ticket
€30-100m
Origin Funds
Origin II
Origin I
OCI commitment
€219m
Total Funds1
€1,249m
Fund strategy
Mid Buyout
Equity ticket
€100-250m+
Flagship Funds
Fund V
Fund IV
Fund III
Fund II
OCI commitment
€1.72bn
Total Funds1
€5.64bn
Investing across four sectors
Technology, Education, Consumer and Business Services
See: Funds Overview
See: Venture Funds
See: Private Equity Funds
1. Funds is defined as only those that OCI invests in.
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Strategic report / Portfolio KPIs
Portfolio key
performance indicators
The following KPIs represent the performance of OCI's underlying Private Equity Funds, comprising the
Origin series which covers Small-mid buyout, and the Flagship series which covers Mid buyout. The
Venture Funds comprising Touring I and PROfounders III, cover Growth Technology and Venture Capital
respectively. These have been excluded from the information below as the performance of the Venture
Funds is measured differently to the Private Equity Funds given the difference in strategy. Please see
the Venture Funds section for more performance information.
Net debt/EBITDA ratio
4.1x
Importance
Represents the leverage of the underlying investments in
which OCI indirectly invests, and the extent to which
earnings cover net debt.
Performance
The Net debt/EBITDA ratio of OCI’s underlying portfolio
continues to decrease, representing a cautious approach
to leverage across the portfolio.
LTM EBITDA growth
15%
Importance
Demonstrates the organic earnings growth of the
underlying portfolio companies, which drives the
performance of OCIs investments.
Performance
LTM EBITDA growth has increased against the prior
year despite the macro-economic uncertainties for the
majority of the year, representing the robust operating
performance of the underlying portfolio.
EV/EBITDA multiple
16.4x
Importance
Helps investors determine the drivers of value in the
company's underlying portfolio.
Performance
EV/EBITDA multiple remained stable at 16.4x
reflecting a measured approach to valuation.
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Average entry multiple
13.5x
Importance
A key metric in helping investors understand the cost of
acquisitions.
Performance
Average entry multiples increased compared to 2023 with
new investments being in sectors which typically see
higher entry multiples.
Please see Glossary for definition of OCI’s key performance indicators.
Related content
Private Equity Funds
This section provides a detailed
review of our flagship Private
Equity Funds.
See: Private Equity Funds
PROfounders III
In this section, we summarise the
PROfounders III Fund and provide
a review of each of its portfolio
companies.
See: PROfounders III Fund
Touring I
In this section, we summarise the
Touring I Fund and provide a
review of each of its portfolio
companies.
See: Touring I Fund
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Investment Adviser’s report
New investments lay
the foundations for
future growth
Looking at Oakley’s own recent deal flow and
origination funnel, we see plenty of dynamic,
ambitious founders looking for the right partner to
help them build their businesses into market leaders.”
Steven Tredget Partner at Oakley Capital.
Watch video: Results 2024
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Number of new investments
8
Oakley Capital Private Equity Funds announced or
completed eight new portfolio investments in 2024,
deploying £214m into new platform deals for the
Private Equity Funds.
Number of exits
3
In 2024 Oakley Capital Private Equity Funds
completed three exits with a total value of £159m and
achieving a realised gross Money Multiple of 2.3X.
Looking back at shareholder communications these last few years, ‘uncertainty’ is a word that we
have used frequently. That’s no surprise given the impact of the COVID-19 pandemic, war in Europe
and surging inflation, all of which slowed economic growth and M&A. That’s not to mention
geopolitical uncertainty: countries making up over 60% of global economic output and more than
50% of the world’s population went to the polls last year.
Throughout this period including 2024, Oakley’s strategy and active management have sustained
double-digit earnings growth and deal-making across the portfolio, with no fewer than eight new
investments and three exits in the Private Equity Funds announced or completed this year. Looking
ahead, we remain confident that the key drivers of our success – our focus on backing exceptional
founders, on investing in profitable, private businesses with recurring revenues, and our ability to help
them accelerate growth by leveraging the power of AI, by expanding into new markets such as the
US, by leveraging M&A – will generate strong future returns for our investors.
Cybersecurity is one sector that Oakley
has long sought to invest in, as working
from home and the proliferation of
connected devices widens the network
perimeter companies need to secure from
cyber threats.
Steven Tredget Partner at Oakley Capital
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Net debt/EBITDA ratio
4.1x
At the year end, the average net debt - to EBITDA
ratio of the Oakley Funds portfolio, stood at 4.1x (the
PE industry average is between 5 and 6x).
Reduced interest costs
£30m
Through 2024, Oakley helped its portfolio companies
to secure c.£30 million of annualised interest savings.
Reinforcing resilience in the portfolio
Oakley portfolio companies have characteristics that already make them naturally resilient, such as
recurring revenues as well as providing non-discretionary products and services, whether that’s
testing and inspection (Phenna Group), website hosting (World Host Group), cybersecurity (I-TRACING),
or pharma regulatory compliance ProductLifeGroup (PLG). We are focused on applying additional
levers to strengthen their resilience further for the continuing uncertainty ahead. Oakley’s portfolio
companies enter 2025 with healthy balance sheets. Thanks to asset-light business models with strong
cash generation, the portfolio ended the year with historically low gearing ratios. Average net debt-
to-EBITDA stood at 4.1x as at 31 December 2024, continuing a downward trend from 4.3x in 2022,
and lower than the private equity (PE) industry-wide average of between 5 and 6x. Meanwhile,
average interest cover of 3x provides significant flexibility. Although the pace of central bank interest
rate cuts is expected to slow, we are helping portfolio companies to lock in lower borrowing costs
now, and have helped them secure more than £30 million of annualised interest savings. Additionally,
there are no debt maturities for the two years following the year end. At our recent Chief Financial
Officer (CFO) Forum in London, part of Oakley’s ongoing programme of networking events for
founders and management teams, Oakley’s Head of Capital Markets, Vivio Berardi, advised finance
leaders from across our portfolio companies on what to focus on in an uncertain macro environment,
including deploying hedging strategies and better cash flow forecasting: I encourage you to read the
Capital Markets excerpt below.
What CFOs should focus on:
Recent history shows it is notoriously difficult to predict
the future direction of interest rates as forecasts will
change with every new economic report. A top priority for
CFOs in this environment is to hedge against interest rate
volatility. We also see opportunity to lower debt costs
further by introducing ESG ratchets that reward portfolio
companies for, say, reducing their carbon and we have
already helped several companies achieve this."
Vivio Berardi Capital Markets Director at Oakley Capital
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Backing European businesses with international aspirations
To date, Oakley has supported its portfolio companies complete over 250 bolt-on acquisitions. Often
this is to help them break into new market verticals; more often than not it is to expand into new
geographies. Earlier this year we helped German online fitness platform Gymondo acquire Italian peer
Buddyfit to create the leading online physical and mental fitness platform with over 800,000
subscribers in Europe. We previously helped Spanish business software provider Ekon to grow
through acquisitions to become Grupo Primavera, Iberia’s largest software platform, before agreeing
its combination with France-based software group Cegid to accelerate a global growth strategy.
Meanwhile, we have supported Affinitas to add schools in Spain, Italy and Mexico in order to create a
global K12 schools group with more than 9,000 students.
Oakley also provides ambitious businesses with a gateway to the world’s largest economy. Eight
Oakley portfolio companies, including WebPros, Assured Data Protection and TechInsights, currently
generate a double-digit share of total earnings in North America, with four deriving more than 40% of
revenues there, providing upside potential if the US economy continues to perform well. Oakley has
supported its management teams to build presence and profits there through transformational M&A,
for instance vLex’s acquisition of US peer Fastcase has doubled the size of the business, and World
Host Group’s more recent purchase of US hosting business A2Hosting, which completed post year-
end. Portfolio companies also benefit from our boots on the ground in Silicon Valley via the Oakley
Touring Capital team, which brings us invaluable insights and expertise on the challenges and
opportunities AI poses. See below, insights on AI investments and developments from Touring Fund's
co-founder, Samir Kumar.
‘Oaks and acorns in AI’: the so-called ‘Magnificent Seven’
leading tech stocks still account for almost 40% of the
entire S&P 500 market capitalisation even after the
corrections we saw earlier in 2025. This demonstrates
continuing enthusiasm from investors on the AI
opportunity but resulting in enormous concentration risk.
There are also concerns about the eye-watering AI capex
these companies are incurring: Meta alone spent about
$38 billion last year. Touring offers a different way to tap
the AI opportunity: we’re backing early-growth, software
businesses that are thoughtfully infusing AI into their
offerings while building data flywheels. And we’re
investing in verticalized plays- including Numa, an AI
platform for auto dealerships, or CuspAI, which uses AI to
design and develop novel materials. Right now, we see
opportunity where AI enables labor and services to turn
into software.”
Samir Kumar Oakley Capital
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New investments hit the ground running
The fastest growing companies in the portfolio by organic LTM EBITDA growth include Assured Data
Protection, vitroconnect and Konzept & Marketing, all new investments in 2024. This supports
Oakley’s strategy of re-committing to its best-performing businesses. It also demonstrates our ability
to find exceptional founders to back, with fast-growing, profitable businesses that can hit the ground
running from day one of our investment, with performance that bodes well for future NAV growth. Of
course, earnings growth is even greater when accounting for buy-and-build strategies: WHG, Phenna,
Steer Automotive, Affinitas and other portfolio companies together acquired more than 50
businesses in 2024, helping to power total earnings growth to 21% in 2024. Oakley targets for bolt-on
acquisitions that can unlock value through multiple arbitrage, increased scale and market leadership.
We look forward to seeing the positive impact of this M&A on NAV growth in due course.
Looking ahead, we remain confident
that the key drivers of our success will
generate strong future returns for our
investors.”
Steven Tredget Partner at Oakley Capital
The opportunity in cyber
While European M&A increased 4% in 2024, deal-making remained below the multi-year average.
Against this muted backdrop, Oakley backed a record number of new businesses during the period,
marking a period of considerable deal-making and demonstrating once again the Firm’s ability to
buck the trend and find opportunity during periods of macro and market uncertainty.
They all shared many characteristics of a typical Oakley deal: these are founder-led companies with
asset-light business models and high cash flow visibility. The new investments also demonstrate
Oakley’s ability to identify new ways of exploiting the long-term megatrends we often talk about,
including businesses’ shift to the cloud and the consumer shift to online.
Cybersecurity is one sector that Oakley has long sought to invest in, as working from home and the
proliferation of connected devices widens the network perimeter companies need to secure from
cyber threats. In the UK alone, cyber attacks have tripled in the last three years and are expected to
grow in frequency and severity as criminals leverage AI to sharpen their lines of attack. I-TRACING
helps protect some of Europe’s most successful businesses in the enterprise and mid-market sectors.
Meanwhile, Assured Data Protection's disruptive business model is enabling it to take market share
globally from more established players in the highly lucrative market for ransomware defences. You
can read more about some of these new investments in the Strategy in Action section of this report.
Other recent investments also offer opportunities to exploit the long-term trend for consumers and
companies to shift online. vitroconnect is helping to accelerate Germany’s transition to fibre
broadband, promising faster, better internet speeds for businesses and households. WHG’s servers
host over a million websites around the world, and the customer-focused management team see
opportunities to increase market share through an ambitious buy-and-build programme, and by
offering a better service with cutting-edge infrastructure and security protocols.
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Meanwhile, in Spain, our recent investments there demonstrate Oakley’s ability to identify promising
tech entrepreneurs to partner with. Alerce’s (investment announced in 2023, completed in 2024)
transport and logistics software is a play on the e-commerce explosion under way in Iberia. Even our
investment in Horizons Optical leverages the shift to online. Horizons’ medical software is used by
opticians to make premium, bespoke spectacle lenses for a growing market: increased screentime is
one of the reasons why experts estimate more than half the world’s population will have myopia by
2050.
Current deal origination opportunities
600
Oakley Capital is currently tracking almost 600
potential deals across its four core sectors.
Buy-and-build acquisitions
50
Oakley's portfolio companies acquired more than 50
bolt-on businesses in 2024, helping to power total
earnings growth to 21% in 2024.
Outlook
Oakley’s three disposals during a slower period for M&A demonstrate the attraction of our high-
quality portfolio of investments. The realisations of idealista, Schulerhilfe and Ocean Technologies
Group at prices at, or close to NAV underscore the integrity of Oakley’s valuations and create
optimism for future liquidity. The focus now turns to creating value in our new portfolio companies
and originating new investment opportunities. Recent data from Evercore shows just how rich an
opportunity this remains, with the vast majority of mid-sized European businesses being privately
owned, many of these companies are founder-led. Oakley’s investment in its origination capabilities, in
order to tap this rich opportunity, is bearing fruit: we are currently tracking almost 600 potential deals
across our four core sectors. A record eight new investments in 2024 is no accident and reflects a
marked increase in opportunities coming before Oakley’s Investment Committee. In a recovering M&A
market we remain very conscious about maintaining opportunity quality and price discipline.
Touring Capital’s Samir Kumar highlighted an interesting statistic regarding concentration risk in key
US equity indices with 40% of the entire S&P capitalisation occupied by the 'Magnificent Seven' when
writing in his column quoted above. I will end with another statistic: the so-called 'Magnificent Seven'
leading US tech stocks had a combined market value of $16 trillion at year-end, more than the
combined GDPs of Europe’s four largest economies. Some might interpret this as demonstrating that
Europe is in trouble, lacking the innovation and entrepreneurs to build truly world-beating companies.
I would suggest instead this demonstrates the enormous opportunity in Europe. Looking at Oakley’s
own recent deal flow and origination funnel, we see plenty of dynamic, ambitious founders looking for
the right partner to help them build their businesses into market leaders. Our own ambition- and
mission- is to support this ecosystem, simply by continuing to be the partner of choice for exceptional
entrepreneurs and management teams and helping them to realise their full potential through our
hands-on, active management and support.
Steven Tredget Partner at Oakley Capital
12 March 2025
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Strategic report / Portfolio overview
Private Equity Funds and
Direct Investment Portfolio
Private Equity Funds and Direct Investment: £1,383.4 million
The top three contributors to NAV growth during the year were IU Group, Dexters and Phenna contributing
8 pence, 7 pence and 7 pence respectively and demonstrating strong performance across the sectors. This
section shows Oakley's Private Equity Funds portfolio and OCI Direct Investments portfolio.
Movement in the value of portfolio companies (£m)
A resilient performance of the
underlying portfolio positively
contributed to OCI's Total NAV
return of 2%.
The largest five contributors to
growth were IU Group, Dexters,
Phenna, Bright Stars and Steer
Automotive Group, which was
acquired during the year and
contributed 6 pence of net
valuation gain to OCI's total NAV
return.
Note: Figures represent the net look-through movement in portfolio company value.
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Private Equity Funds and
Direct Investment Portfolio
{
Technology
Portfolio value
£337.9m
x
Consumer
Portfolio value
£474.4m
D
Education
Portfolio value
£233.6m
h
Business Services
Portfolio value
£337.7m
These charts do not show portfolio companies with a value of less than £10m.
See Glossary for a reconciliation of the Total Portfolio to OCI’s NAV. The data above excludes the Oakley Venture Fund Portfolio summarised below
– for further details see PROfounders III and Touring I, which amount to £4.7 million and £44.3 million respectively.
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Strategic report / Portfolio overview
Venture Funds portfolio
The Oakley Venture Fund Portfolio comprises of Touring I and PROfounders III, both of which operate largely
in the Technology sector. In 2024, across the Venture Fund Portfolio, there were nine new acquisitions, and at
year end the two Funds had a combined portfolio value of £48.9 million across 17 investments.
Venture Funds
Venture Funds portfolio value
£48.9m
Venture investments in 2024
£31m
Venture Funds investments
17
Touring I
Touring I has a strategy of Growth Technology, investing
and growing a new generation of enterprise software
companies powered by generative artificial intelligence.
Total Fund Commitments
$238m
OCI Commitment
$100m
Total OCI fair value
£47m
See: Touring I
PROfounders III
PROfounders III is a venture capital fund, focusing on
early-stage investments in private businesses which
back disruptive business models that leverage
technology to transform customer experiences.
Total Fund Commitments
€77m
OCI Commitment
€30m
Total OCI fair value
£5.1m
See: PROfounders III
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NAV growth
The largest contributors to NAV growth sit in Oakley's
Private Equity Funds and are highlighted in more detail below.
Education IU Group
The largest private university group
in Germany.
IU Group continued to deliver double-digit
growth, with revenue and adjusted EBITDA
for the 12-month period ending December
2024 up 15% and 18%, respectively,
compared to prior year. Total student figures
have now reached c.150k, with growth in
both the B2C and OnCampus segments. IU
Group also continues to make progress with
its acquired international units in the UK and
Canada, achieving a combined revenue
growth of 35% in 2024 vs. prior year.
See: Education sector
NAV per share uplift
+8p
Fair value
£98.5m
Consumer Dexters
London’s leading independent
chartered surveyors and estate
agents.
For the year to December 2024, Dexters
reported revenue and EBITDA growth of
19% and 22% respectively versus prior year.
The group achieved record income from its
residential sales business, due to an increase
in market share. Lettings revenue, which
accounts for >60% of the overall revenue,
continued to grow in the year and was up
23% versus the same period last year. This
growth was driven by an increase in the
lettings portfolio units and a shift towards
more fully managed properties. In addition
to delivering organic growth, Dexters
continues to execute its M&A strategy, with
a significant number of opportunities in the
pipeline to further cement its position as
London’s leading estate agent.
See: Consumer sector
NAV per share uplift
+7p
Fair value
£43.5m
Business Services Phenna
One of the fastest growing TICC
groups globally.
Phenna continues to perform well and
continues to execute on its sector and
geographic expansion strategy. Since
Oakley’s investment, the business has added
the Food and Pharmaceuticals division,
which now represents c.20% of revenues.
Additionally, management has continued to
focus on international expansion, with c.75%
of acquisitions made in 2024 located
outside of the UK. During 2024, Phenna
continued executing on its accretive bolt-on
pipeline with 8 acquisitions completed at an
average of <6.5x EV/EBITDA multiple. The
pipeline for 2025 is strong, particularly on
the back of investment into the internal
M&A team in the second half of FY24.
See: Business Services sector
NAV per share uplift
+7p
Fair value
£100.7m
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Investments,
realisations and
refinancings
This section summarises movements on our investments
throughout 2024, including new investments and realisations.
Amounts shown are on an OCI look-through basis (as explained in
the Glossary).
See: Glossary
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Portfolio activity / New investments in 2024
Material new investments for the year are included below.
Steer Automotive
£73m
In April, Oakley Fund V completed the
acquisition of Steer Automotive Group, the
UK's leading B2B automotive services platform.
A portion of Fund V’s investment was
subsequently syndicated to an Oakley co-
investment, and a bolt-on was acquired in July.
The overall impact of these activities resulted in
an increase in OCI’s investment holding by £7
million since the acquisition date.
ProductLife Group
£40m
In May, Oakley Fund V acquired ProductLife
Group, a European provider of outsourced
regulatory and compliance services to the
global life sciences industry.
I-TRACING
£36m
In November, Oakley Fund V completed the
acquisition of I-TRACING, a leading
independent provider of cybersecurity services
in France.
See: I-TRACING case study
Assured Data
Protection
£27m
In October, Oakley Fund V acquired Assured
Data Protection, a Managed Services Provider
focused on backup, disaster recovery and
cyber resiliency.
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vitroconnect
£16m
In July, Oakley Origin II invested in vitroconnect,
a leading broadband open access platform
business in Germany. In August, Oakley Origin II
syndicated a portion of their investment to an
Oakley co-investment.
Affinitas
£16m
Between February and November, Oakley
Fund IV’s portfolio company, Affinitas,
continued its investment in the education
sector, completing four new bolt-on
acquisitions.
Konzept & Marketing
£13m
In December, Oakley Fund V completed the
acquisition of Konzept & Marketing, an
independent Managing General Agent in the
German personal, non-life insurance market.
This is a smaller acquisition for Fund V, as it is
intended to be part of a larger roll-up strategy.
See: Konzept & Marketing case study
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Portfolio activity / Realisations 2024
idealista
£68m
In December, Oakley Fund IV exited its stake in
idealista, southern Europe’s leading online real
estate classifieds platform, realising a gross
Money Multiple of 2.1x.
Ocean Technologies
Group
£49m
In November, Oakley Fund IV exited its stake in
Ocean Technologies Group, a leading
independent software provider to the maritime
industry, realising a gross Money Multiple of
2.7x.
Schülerhilfe
£42m
In December, Oakley Fund III exited its stake in
Schülerhilfe, the leading provider of
professional tutoring services to primary and
secondary school students across Germany,
Austria and Switzerland, realising a gross
Money Multiple of 2.2x.
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Strategic report
Portfolio activity / Refinancings 2024
Wishcard
In June, Wishcard Technologies Group, a
leading German consumer technology
company, repaid its loan to Oakley Fund IV
following a successful year of growth.
Globe-Trotter
In May, Globe-Trotter repaid its short-term loan
to Oakley Capital Fund III following the receipt
of additional external investment.
Schülerhilfe
In October, Schülerhilfe made a distribution to
Oakley Fund III following its refinancing, which
was supported by strong growth and cash
generation.
Total refinancings
£20m
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Strategic report / Oakley Capital Portfolio
Cash and liquidity profile
Outstanding commitments
OCI had total outstanding commitments of £646 million,
£200m of which are not anticipated to be drawn, as at 31
December 2024. These will be met by:
• Proceeds from future realisations: During the year, OCI had
a significant period of investment with £299 million
deployed into new and follow-on investments and 100% of
NAV fully invested at the year-end. These investments are
expected to generate regular and ongoing proceeds as the
funds progress through their life cycle. While typically this
value generation is expected to take time, new investments
like Steer Automotive Group are already performing well.
As one of the top 5 performing assets, Steer Automotive
Group contributed 6 pence per share of unrealised gains at
the year end, having only been acquired in April 2024.
• OCI's look-through share of proceeds for the period was
£179 million, including £159 million of realisations from exits,
all occurring in the second half of the year, as improved
macroecomomic conditions supported deal flow.
• Direct Investments were £231 million at the year end, of
which £154 million relates to North Sails. In response to
positive trading momentum, the OCI Board made the
decision to convert $107 million of its preferred equity
position into ordinary equity in the final quarter of the year,
allowing OCI to better participate in the future returns of
the business. OCI continues to hold $77 million in preferred
equity at the year-end which, from 1 January 2025, will
carry a coupon of 5%.
• The Board aims to strike the right balance between
maximising shareholder returns via NAV growth through
the proactive commitment of capital, buy backs and
maintaining an appropriate cash contingency; cash and
available credit was £225m at the year-end.
Fund sources
This chart represents OCI's available sources to fund its
unfunded commitments which at the year-end amounted
to £646 million. £200 million of the unfunded
commitments is not anticipated to be drawn.
Capital calls will be funded mainly through proceeds from
future realisations, and cash and available credit. Robust
cash flow forecasts are modelled and stress tested to give
comfort that the amounts being committed are optimising
Shareholder returns while ensuring there is adequate
liquidity to meet future requirements.
OCI available fund sources
1. Note that expectations regarding amounts to be called are based on
projections and as such are subject to volatility due to market shifts and
unforeseen events. Actual results may vary from these projections. Expected
uncalled commitments does not include potentially recallable capital.
Outstanding commitments as at 31 December 2024
Fund
Total commitment
€m
Outstanding
€m
Outstanding
£m2
Fund II
190.0
11.8
9.7
Fund III
325.8
46.6
38.5
Fund IV
400.0
90.6
74.9
Fund V
800.0
364.1
301.0
Origin I
129.3
28.4
23.5
Origin II
190.0
178.6
147.6
Touring3
96.6
40.1
33.1
PROfounders III
30.0
21.6
17.9
Outstanding £m
646.2
Cash and available
credit £m
225.4
Net outstanding
commitments £m
420.8
2. Converted to GBP at 31 December 2024 FX Rate EUR:GBP 0.8267.
3. Touring USD amounts converted to EUR and GBP at 31 December 2024 FX
rates, EUR:USD 0.9661 and GBP:USD 0.7987.
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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 cash flow j-
curve for 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.
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Strategy in action / Technology case study
I-TRACING:
The leading independent
provider of cybersecurity
services in France
See: More about I-TRACING
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I-TRACING offers clients a one-stop-shop service including Cybersecurity,
Managed Detection and Response services, Identity and Access Management,
Cloud Security, and Data protection and Audit.
I-TRACING has more than doubled in size over the last three years, driven by organic
revenue growth of c.30% per annum supplemented by acquisitions. The company
has benefitted from growing demand for mission-critical cybersecurity services
driven by the increased complexity of IT architecture, the rapidly growing volume
and sophistication of cyber threats and the ongoing shortage of cyber talent which
is driving greater levels of outsourcing. All of these are long-term trends which are
expected to continue driving strong growth in the years ahead.
The investment in I-TRACING continues Oakley’s strategy of backing exceptional
founders with a proven track record of creating successful businesses. Oakley will
work alongside I-TRACING’s founders and management to drive the next stage of
the Company’s growth and realise its ambitions to become a European champion in
cybersecurity services.
See: More about I-TRACING
Revenue growth
30%
per annum
See: Technology overview
Employees
700
Cybersecurity experts
See: Technology portfolio
The attractive drivers of growth in this
market are structural and long term and
we believe I‑TRACING will continue to
prosper as the partner of choice for blue
chip companies across Europe.”
Peter Dubens, Founder and Managing Partner — Oakley Capital
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Strategy in action / Education case study
Bright Stars:
A leading group of premium
UK early learning centres
See: More about Bright Stars
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Bright Stars is a leading independent group of premium UK and Irish nurseries,
providing pre-school childcare and serving nearly 9,000 children at 111 nurseries
across England.
The Bright Stars Group is one of the highest quality large nursery operators in
England, with a third of nurseries rated Oftsed Outstanding and 96% rated
Outstanding or Good.
Oakley acquired a majority stake in Bright Stars in May 2021, partnering with the
management team to support their strategic goal to build one of the leading
premium nursery groups in Europe.
Since the initial investment in 2021, the business has been highly acquisitive, doubling
in size, with 74 nurseries acquired at a blended single digit entry multiple. The Group
has a strong pipeline of UK acquisitions as its strategy continues to focus on single
sites and small groups of nurseries across the UK, leveraging attractive sector
fundamentals in a highly fragmented market and the Management team's
knowledge and impressive track record in the industry. Although most of the focus
has been in the UK, the business has also begun to expand into Europe, with six
settings acquired in Ireland, providing a platform for further growth in the future.
See: More about Bright Stars
Site ratings
96%
Rated ‘Outstanding’ or ‘Good’
See: Education overview
Bolt-on acquisitions
74
Nurseries acquired since Oakley's
initial investment
See: Education portfolio
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Strategic report
Strategy in action / Consumer case study
North Sails:
A leading marine action
sports business
See: More about North Sails
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North Sails comprises a portfolio of market-leading marine brands focused on
providing high performance products for the world’s sailors and yachtsmen.
North Sails’ focus is on innovation and they are renowned for the 3Di model, the sail
of choice in the America’s Cup, the Grand Prix, and on most ocean race boats and
superyachts. North Sails also produces and distributes branded sportswear across
the world, partnering with over 700 chain and independent retailers across Europe
and Asia.
In 2024, North Sails continued to expand its portfolio of best-in-class marine brands
by adding two further sailmakers to the group, Doyle Sails and Quantum Sails. The
brands will continue to operate independently and retain their unique brand
identities to support sailors at all levels of the sport. The group sees a real
opportunity for growth and development in skills, innovation and technology across
the sailmaking brands.
In 2024, North Sails was preparing for and building brand awareness ahead of the
America’s Cup, the pinnacle of sailing competition, which took place in October in
Barcelona. The event provided the Group with an opportunity to showcase the full
power of its technology and extend that to its customers through its clothing range.
See: More about North Sails
Europe and Asia
700+
chain and independent retailers
See: Consumer overview
Apparel collection
>95%
made from sustainable materials
See: Consumer portfolio
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Strategy in action / Business Services case study
Konzept & Marketing:
A leading agent in the
German personal, non-life
insurance market
See: More about Konzept & Marketing
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Founded in 2001 and based in Hanover, Konzept & Marketing (‘K&M’) operates as
an underwriting agent in Germany for private non-life insurance products
(property, accident, liability), a growing market that is currently worth €28 billion.
K&M develops, markets and administers tailored insurance products on behalf of
insurance companies in an asset-light model.
The Company has achieved continuous organic growth, driven by high and
consistent renewal rates thanks to its strong reputation for customer care and a
focus on providing innovative solutions delivered through seamless digital processes.
Germany’s insurance distribution market is highly fragmented and lagging other
markets such as the UK and US in the role that independent managing general
agents play as intermediaries. There is significant value creation potential for K&M to
pursue a consolidation strategy spanning insurance brokerage and underwriting with
differentiated product capabilities at its core.
See: More about Konzept & Marketing
Founded
2001
See: Business Services overview
A market worth
€28bn
See: Business Services portfolio
We see enormous opportunity to create a
leading player in Germany’s insurance
ecosystem by leveraging excellence in
underwriting and distribution combined
with modern technology.”
Joachim Müller, CEO — Incoming Chairman — K&M
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Strategic report / Oakley Capital Funds
Oakley Funds
overview
OCI's Investment Adviser, Oakley Capital, invests in a
diversified portfolio across four fund strategies: Venture
Capital, Growth Tech, Small-mid Buyout and Mid Buyout.
See more in the Oakley Funds strategies section.
Over the following pages we review each of Oakley's
Private Equity and Venture Funds, as well as OCI's Direct
Investments. This is followed by a report on the portfolio
companies by sector.
Oakley Funds
Venture Funds
Private Equity Funds
Fund strategy
Venture
Capital
OCI commitment
€30m
Total Funds
€77m
Fund strategy
Growth
Tech
OCI commitment
$100m
Total Funds
$238m
Fund strategy
Small-mid
Buyout
OCI commitment
€219m
Total Funds
€1,249m
Fund strategy
Mid
Buyout
OCI commitment
€1.72bn
Total Funds
€5.64bn
Investing across four sectors
Technology, Education, Consumer, and Business Services
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Oakley Funds summary
Across all funds since inception, realised gross returns are
3.9x and average realised gross IRR is 52%.
Investments in 20241
Total investments
£299m
Private Equity Funds
£268m
Venture Fund Portfolio
£31m
Oakley develops fast-growing companies across the company life cycle – from venture and growth
tech funds, through to private equity funds covering small to mid-buyout, across four sectors:
Technology, Education, Consumer, and Business Services.
At the fund level, Oakley Capital has total realised returns of 3.9x and 52% average realised gross IRR
since inception. Fund I has a Distribution to Paid-In Capital (DPI) of 1.5x, Fund II has a DPI of 1.5x, Fund
III has a DPI of 2.9x and Fund IV has a DPI to date of 0.7x. During the year, Fund V reached the end of
its investment phase and to date has achieved a Net Money Multiple of 1.3x and a net IRR of 10%. New
investments are performing well including Steer Automotive Group which was acquired in the year by
Fund V and at the year-end is one of the portfolio's best-performing assets achieving a gross Money
Multiple of 1.2x and gross IRR of 26%.
The above performance translated into 45 pence of net valuation gains in OCI's total NAV return, with
the largest contributors to growth being IU Group, Phenna Group, Dexters, Bright Stars and Steer
Automotive Group.
During the year, exits were in line with NAV, demonstrating the robustness of the portfolio valuations;
Fund III exited its investment in Schülerhilfe realising a gross Money Multiple of 2.2x and gross IRR of
11% over the life of the investment; Fund IV exited two investments, idealista and Ocean Technologies
Group, realising a gross Money Multiple of 2.1x and 2.7x and gross IRR of 22% and 21% respectively.
OCI's look-through proceeds from all three investments totalled £159 million: £42 million from
Schülerhilfe, £68 million from idealista; and £49 million from Ocean Technologies Group. In addition,
OCI's look-through proceeds from refinancing totalled £20 million from Wishcard, Globe-Trotter and
Schülerhilfe.
1. New investments on a look-through basis. See Glossary for further details.
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Private Equity Funds (Flagship)
Oakley Fund V
Fund size: €2,851m
OCI commitment: €800m
OCI outstanding commitment:
£301.0m
OCI's investment: £400.4m
Oakley Fund IV
Fund size: €1,460m
OCI commitment: €400m
OCI outstanding commitment:
£74.9m
OCI's investment: £259.8m
Oakley Fund III
Fund size: €800m
OCI commitment: €326m
OCI outstanding commitment:
£38.5m
OCI's investment: £134.4m
Oakley Fund II
Fund size: €524m
OCI commitment: €190m
OCI outstanding commitment:
£9.7m
OCI's investment: £54.1m
Private Equity Funds (Origin)
Oakley Origin II
Fund size: €791m
OCI commitment: €190m
OCI outstanding commitment:
£147.6m
OCI's investment: £4.4m
Oakley Origin I
Fund size: €458m
OCI commitment: €129m
OCI outstanding commitment:
£23.5m
OCI's investment: £92.2m
Venture Funds
Oakley Touring I
Fund size: $238m
OCI commitment: $100m
OCI outstanding commitment:
£33.1m
OCI's investment: £47.5m
Oakley PROfounders III
Fund size: €77m
OCI commitment: €30m
OCI outstanding commitment:
£17.9m
OCI's investment: £5.1m
Note: OCI's investment is stated net of other assets
and liabilities.
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Community initiatives at OCI
OCI views sustainability
as a driver of long-term
financial performance
OCI is committed to being a responsible corporate citizen and
actively supports local organisations and charities that align with our
core values. We place a particular focus on initiatives that promote
education, advance technology, and drive sustainability. OCI focuses
on collaborative, connected and creative working alliances to
generate positive contributions to the community.”
Fiona Beck OCI Independent Non-Executive Director
Watch video: ESG at OCI
OCI views sustainability as a driver of long-term financial performance – presenting
opportunities to unlock monetary value and create a competitive advantage. With
this in mind, we are committed to maintaining high standards of transparent
stakeholder communication and reporting, and sustainability remains a key focus
looking ahead to 2025, both for the Board and through OCI's continued support of
Oakley’s own commitment to sustainability.
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OCI supports initiatives that focus on advancing education, technology and sustainability. This
section highlights the organisations and work we support in our community.
Reading Clinic and BUEI
(Bermuda Underwater Exploration Institute)
As part of its new community strategy, in 2024 OCI
began supporting the installation of solar panels for
certain charities in Bermuda.
Installed
11.1kW
solar photovoltaic system
Provides
25
years of energy
independence
Bermuda College Foundation
In 2022, OCI committed to funding the phased
upgrade and expansion of the Bermuda College
Aquaponics Lab. Phase I of the project included
upgrading the original solar-powered aquaponics lab
to support the College’s aquaponics programme and
other related courses in 2023. Phase II of the project
was completed in 2024 with the opening of a
purpose-built facility with an expanded modular
system that will provide increased production and
serve as a living laboratory.
Endeavour Programme
In 2022 OCI launched a three-year grant scheme with
Endeavour to support the Middle School programme.
This enables students to participate in a learning
programme applying Science, Technology,
Engineering, Arts and Maths (‘STEAM’) concepts to
sailing.
544
Participating students
95%
Reporting improved
problem-solving skills
Bermuda Education Network
In 2024, OCI kicked off a three-year donation
programme with the Bermuda Education Network
(‘BEN’) in recognition of the impact of the BEN
literacy programme which is focused on improving
the reading proficiency of Bermuda’s children.
2,645
Students received services
114
Teachers received support
See: OCI’s focus on community
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Strategic report / Fund reviews and portfolio data
The
details
This section provides detailed reviews of all Oakley
Capital's funds and activities. This includes headline
fund data, detailed NAV and look-through portfolio
data, portfolio company reviews by sector,
sustainability at OCI and Oakley, OCI's approach to risk,
and how the Board engages with stakeholders.
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Strategic report / Private Equity Funds
Oakley Fund V
Vintage
2022
Fund size
€2,851m
Fund V has targeted investments in mid-market
companies with enterprise values between €100 million
to €1 billion.
As at year-end, Fund V held ten investments, having
made five acquisitions during the period.
OCI commitment
€800m
OCI outstanding commitment
£301m
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Strategic report / Private Equity Funds
Oakley Fund IV
Vintage
2019
Fund size
€1,460m
Fund IV targeted investments in mid-market companies
with enterprise values in the range of €100 million to
€400 million, where the anticipated investment was at
least €50 million.
As at period end, Fund IV held seven investments.
OCI commitment
€400m
OCI outstanding commitment
£75m
Realised gross Money Multiple
3.4x
Realised gross IRR
44%
K12 investments1
1. Affinitas and Thomas's are under the umbrella of K12 Investments.
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Strategic report / Private Equity Funds
Oakley Fund III
Vintage
2016
Fund size
€800m
The Fund’s investment period closed in 2019;
however, it continues to maximise the value of its
current investments. As at period end, the Fund
held three investments.
OCI commitment
€326m
OCI outstanding commitment
£39m
Realised gross Money Multiple
6.4x
Realised gross IRR
64%
Iconic BrandCo1
1. Alessi and Globe-Trotter are under the umbrella of Iconic BrandCo Investments.
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Strategic report / Private Equity Funds
Oakley Fund II
Vintage
2013
Fund size
€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 while closely monitoring the exit
environment.
OCI commitment
€190m
OCI outstanding commitment
£10m
Realised gross Money Multiple
3.1x
Realised gross IRR
59%
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Oakley Origin II
Vintage
2023
Fund size
€791m
Origin II continues the strategy of its predecessor fund,
backing tech-enabled businesses across Europe’s lower
mid-market. During the period, Origin II acquired its first
investment, vitroconnect, one of the leading broadband
open access platforms in Germany, doing so alongside
founder and CEO Dirk Pasternack.
OCI commitment
€190m
OCI outstanding commitment
£148m
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Oakley Origin I
Vintage
2021
Fund size
€458m
The Origin I Fund was Oakley’s first vehicle focused
on investing in lower mid-market companies,
building on the Firm’s successful history in this
segment. At the year-end, the fund held nine
investments, having acquired two in the year.
OCI commitment
€129m
OCI outstanding commitment
£24m
Current investments
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Oakley Touring I
Vintage
2023
Fundraising continuing
Oakley Touring I launched in 2023. The Fund has invested
in proven next-generation enterprise software companies
powered by generative AI. At the period end, Touring
held eight investments, having made four acquisitions
during the period, with four follow-on investments which
were substantially larger than the original acquisitions.
OCI commitment
$100m
OCI outstanding commitment
£33m
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Touring I:
Next-generation
software fund
Touring I 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.
Touring Venture
Fund strategy
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
growth prospects.
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Venture Funds / Touring I Fund portfolio
OCI commitment
$100m
OCI is one of a number of investors that have invested in
Touring, whose fund size as of 31 December 2024 stands
at $238m.
Exaforce
Founded in 2023 and headquartered in California,
Exaforce is a cybersecurity software company for cloud
security operations teams. Exaforce’s product alpha is
now being tested with several early design partner
customers for semantics and analytics of different log
and data sources.
Netradyne
Based in San Diego, Netradyne is a leading provider of
fleet management software that pairs cutting-edge AI
with real-time video monitoring to create a safe driving
system. Netradyne continued its strong growth in 2024,
driven by strong enterprise sales momentum and a
number of notable new logo wins against key
competitors. Alongside strong revenue growth,
Netradyne continued to demonstrate positive
improvement in unit economics and the growth of its
data asset. Netradyne also successfully closed its Series
D financing in 2024.
Numa
Numa provides AI-powered communications software
that enables service departments of US automotive
retail dealerships to automate and enhance customer
service operations. Numa continued its strong sales
momentum in 2024, penetrating independently-owned
dealerships and a handful of the largest dealership
groups across the United States, including Penske and
Lithia. Amid strong performance, the company
successfully closed its Series B financing in 2024.
Pixis
Pixis provides an AI-powered infrastructure platform
that enables marketers to achieve significantly improved
marketing performance through campaign automation
and optimisation. Pixis saw a number of notable new
enterprise logos wins and the continued success of its
agency rollup strategy. The business made significant
investments in Stellar, its unified go-to-market strategy
for the agencies under the Pixis umbrella.
SafeBase
Founded in 2019 and headquartered in San Francisco,
California, SafeBase is a security and compliance
software company that enables software vendors to
automate and streamline security review processes. In
2024, SafeBase demonstrated strong enterprise sales
momentum and significant cross-sell demand for its AI-
powered questionnaire assistance product. As of 2024,
SafeBase powered over 700 public trust centers,
representing 20%+ of the world’s largest cloud
companies.
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Daloopa
Founded in 2019, Daloopa is a data software provider
for the financial services industry. Using AI, Daloopa
provides an agentic AI platform that extracts financial
information across thousands of public financial
documents and automates financial modeling
workflows. In 2024, Daloopa saw continued expansion
of its customer base across the world’s leading
investment banks, hedge funds, private equity firms.
Cusp AI
Cusp AI is a London-based software company
developing a cutting edge “inverse design solver” using
generative AI and reinforcement learning for optimal
end-to-end design across a range of materials science
applications. Cusp has made continued progress in its
development of new candidates for carbon
sustainability in a class of materials known as MOFs
(metal oxide frameworks) and COFs (covalent organic
frameworks).
SafelyYou
Founded in 2016 and headquartered in San Francisco,
California, SafelyYou provides a hardware and software
AI-powered platform that is largely focused on fall
detection in senior living facilities. SafelyYou saw
continued revenue momentum which solidified its
market leadership position, driven by expansion into the
largest senior living provider groups in the United States.
The company also made significant progress in driving
product development across its newest hardware
offerings and various software-only add-on features.
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Oakley Capital
PROfounders III
Vintage
2022
Fund size
€77m
PROfounders III launched in 2022 and had its final close
in 2023. PROfounders Fund III focuses on early-stage,
venture capital investments in entrepreneur-led, private
businesses. As at period end, PROfounders III held nine
investments, having made five acquisitions in the year.
OCI commitment
€30m
OCI outstanding commitment
£18m
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Strategic report
Strategic report / Venture Funds
PROfounders III:
Early-stage investing
PROfounders Fund III 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.
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Oakley Capital Investments / Annual Report 2024 / Venture Funds
Strategic report
Venture Funds / PROfounders III portfolio
OCI commitment
€30m
OCI is one of a number of investors that have invested in
PROfounders, whose fund size is €77m and at 31
December 2024 the fair value of OCI's investment is £5.1m.
nilo.health
nilo.health, a German mental health solution for
employees, achieved steady growth in 2024 despite
some headwinds from customers downsizing in the tech
sector. In the period, Nilo Health completed the merger
with Likeminded, the number 2 player in the market, in a
strategic move to expand market reach and enhance
operational capabilities.
Frontnow
Based in Germany, Frontnow offers generative AI tools
for e-commerce retailers. The company secured a
convertible loan with lead investors Peak Capital and is
now advancing fundraising discussions with external
investors in relation to a further equity round.
Dash Games
Founded by experienced games veterans, Dash is a
London-based studio working to build free-to-play
mobile games. At the start of 2025, the team re-worked
the UX of the Puzzle Punks game. With user acquisition
already tested in some markets, the game is now
making its push into top-tier markets, including the UK
and US.
Scaleup Finance
Scaleup is a fractionalised CFO proposition for fast-
growing SMEs, with operations in Denmark and the UK.
Scaleup has introduced a new AI product, 'Nume', which
is the world’s first AI CFO for startup founders. With the
launch of Nume, the company is actively engaging with
internal investors as part of a prospective funding round
aimed at accelerating its growth and impact.
Inceptron
Inceptron is a Swedish software company that facilitates
FPGA (Field-programmable gate array) programming
as seamlessly as CPUs (central processing units) or
GPUs (graphics processing units), reducing operational
costs for AI models. The company is advancing core
product development and is in discussions with a
handful of potential customers.
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Strategic report
Isla Care
A platform for clinicians to securely receive, review and
store rich media data directly from patients. At the
beginning of 2025, Isla Care secured two new contracts
along with incremental upsells on existing agreements.
The company continues to demonstrate strong user
engagement with 4.2K active clinicians using the
platform in January.
QA.tech
Based in Sweden, QA.tech specialises in training and
deploying 'AI agents' for automated quality assurance
testing of software. PROfounders Fund III led a €3
million seed round in Q2 2024, joined by two co-
investors, Curiosity and byFounders. The company has
refined its Go-To-Market strategy to target larger
customers who already have a quality assurance team in
house. It signed its first of such big deals in February
and is filling the pipeline with new opportunities
ClimeFi
Based in France, ClimeFi (previously named Carbon X)
helps companies reach their net-zero targets by
facilitating access to high-quality and permanent carbon
removal solutions. PROfounders Fund III participated in
a €3.65 million round led by Redstone Ventures in Q2
2024. At ClimeFi all of their existing customers have
extended and broadened their contracts, even if winning
new customers is slow in the current political climate.
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Strategic report
Strategic report / Direct Investments
OCI's Direct Investments
The Board continues to work with the Investment Adviser towards the value maximisation
and realisation of OCI’s Direct Investments in both Time Out and North Sails.
Time Out
OCI continues to support the Time Out management
team on the execution of their growth strategy and
transformation of the EBITDA profitability of the group.
In October 2024, Time Out successfully placed 16 million
new Ordinary Shares, raising gross proceeds of £8.4
million. The proceeds will be used to support the
expansion of Time Out Market via two new owned and
operated Markets in top-tier world cities, as well as
investing in technology developments.
Time Out is planning to open a new Market in London, the
city where the brand was first launched over 50 years
ago. The Market will be in excess of 20,000 sq ft in an
area with high footfall from both locals and tourists. The
second Market will be a smaller, second food hall in New
York which is targeted to open in Summer 2025.
In 2024, the business performance of Time Out continued
to improve, delivering strong EBITDA growth for both
Media and Markets in the preliminary results announced
for the 12 months ended 30 June 2024. Adjusted EBITDA
increased by 134% to £12.4 million and the group broke
even on operations. The portfolio of open Markets grew to
nine with two opening in the year: Porto in May 2024 and
Barcelona in July 2024.
Post-period end, Time Out announced the details of a
new convertible loan facility to raise £5.0 million from
other related party investors, to provide some additional
growth capital support following softer trading in the
Media business.
See: Update on Time Out's performance
North Sails
North Sails performed well in 2024, delivering revenue
and EBITDA growth of 18% and 25% respectively,
supported by healthy order volumes, strengthening
gross margins and significant trading momentum from
the America's Cup. During the year, North Sails
completed the strategic acquisitions of Quantum Sails
and Doyle Sails, two world-leading designers and
manufacturers of high-performance sailing products.
Following the conversion of OCI’s direct debt stake in
North Sails into preferred equity in 2023, and in response
to positive trading momentum by the action sports
business, OCI converted $107 million of its preferred
equity position into ordinary equity in the final quarter of
2024, to allow OCI to better participate in the future
returns of the business.
Following the conversion, OCI continues to hold $77
million in preferred equity, which attracts a coupon of 5%
from 1 January 2025, and provides a pathway to liquidity.
Along with a warrant over 2% of North Sails' ordinary
equity, which was prorated down from 5% prior to the
conversion, and which will now mature on 30 June 2026.
OCI retains a further €64 million indirect position in North
Sails via its equity in Fund II.
See: Update on North Sails' performance
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Strategic report
Strategic report / OCI NAV overview
Consistent long-term
returns
Over the last 12 months, OCI's NAV grew to £1,226
million from £1,207 million, resulting in a NAV per share
of 695 pence and a total NAV Return per share of 2%.
This has provided modest returns for shareholders
during a period of investment, despite challenging
macroeconomic conditions.
Watch video: What is NAV?
Oakley Fund Investments
In a year focused on active capital
deployment, OCI deployed £299
million into new investments and
follow-on deals, maximising future
returns, with NAV fully invested at
the year end and Oakley Fund
Investments representing 81% of
total investments.
£998m
Direct Investments
Direct Investments were £231 million
at the year end, £77 million of which
relates to Time Out and £154 million
to North Sails. $107 million of
preferred equity was converted to
ordinary equity in North Sails in the
year.
See Direct Investments section
£231m
Cash and Other
At the year-end OCI has £225m of
liquidity comprising £103m of cash
and £122m of available credit.
See Cash and liquidity section
£0m
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Strategic report
OCI NAV overview / Fund investments
Investments in
2024
During the period, OCI made total look-through investments of £299 million, as Oakley continued to
originate propriety opportunities across its strategies and sectors:
New private equity investments
New platform deals
£214m
Comprising investments in Steer Automotive, ProductLife
Group, I-TRACING and Assured Data Protection.
Private equity follow-on investments
Building portfolio strength
£54m
Including bolt-on acquisitions by Steer, Phenna Group,
Bright Stars and Affinitas.
New and follow-on venture investments
Focused on growth prospects
£31m
Including new Touring investments in SafeBase and Safely
You and bolt-on acquisitions in Netradyne and new
Profounder III investments in QA.tech and Qneiform.
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Strategic report
OCI NAV overview / Portfolio by fund
OCI's underlying
investments
(look-through basis)
Direct Investments
Sector
Region
Year of
investment
Residual cost
£m
Fair value £m
Direct Investments
Time Out
Consumer
United Kingdom
2010
n/a
76.9
North Sails
Consumer
USA
2014
n/a
154.1
Total Direct Investments
231.0
Venture Funds
Sector
Region
Year of
investment
Residual cost
£m
Fair value £m
Oakley Capital PROfounders III
PROfounders Fund III investments
Technology
4.5
4.7
Total investments
4.7
Other assets and liabilities1
0.4
OCI's investment in Oakley PROfounders III
5.1
Touring I
Oakley Touring I investments
Technology
2023
39.1
44.3
Total investments
44.3
Other assets and liabilities1
3.1
OCI's investment in Touring I
47.4
1. Other assets and liabilities include non-investment related line items such as debtors and creditors balances.
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Strategic report
Private Equity Funds
Sector
Region
Year of
investment
Residual cost
£m
Fair value £m
Fund V
Facile
Consumer
Italy
2022
40.8
58.2
IU Group
Education
Germany
2023
63.8
98.5
Contabo
Technology
Germany
2022
31.0
39.7
Phenna
Business Services United Kingdom
2022
74.0
100.7
Liberty Dental Group
Business Services Netherlands
2023
35.2
43.2
Steer Automotive
Business Services United Kingdom
2024
71.0
82.4
ProductLife Group
Business Services France
2024
39.4
44.4
Assured Data Protection
Technology
United Kingdom
2024
26.4
26.7
I-TRACING
Technology
France
2024
35.6
35.6
Konzept & Marketing
Business Services Germany
2024
13.3
13.3
Total investments
542.6
Other assets and liabilities1
(142.1)
OCI's investment in Fund V
400.4
Fund IV
TechInsights
Business Services Canada
2022
37.7
39.7
WebPros
Technology
Switzerland
2020
41.8
74.4
Wishcard Technologies Group
Consumer
Germany
2019
–
6.4
Merz Lifecare
Consumer
Germany
2020
34.0
20.9
Dexters
Consumer
United Kingdom
2021
12.9
43.5
Bright Stars
Education
United Kingdom
2021
38.9
57.1
K12
Education
United Kingdom
2022/2023
55.2
62.4
Total investments
304.4
Other assets and liabilities1
(44.6)
OCI's investment in Fund IV
259.8
Fund III
atHome
Consumer
Italy
2020
–
9.8
Cegid
Technology
France
2019
40.9
99.2
Iconic BrandCo
Consumer
United Kingdom
2020
20.2
20.1
Total investments
129.2
Other assets and liabilities1
5.2
OCI's investment in Fund III
134.4
1. Other assets and liabilities include non-investment related line items such as debtors and creditors balances.
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Strategic report
Sector
Region
Year of
investment
Residual cost
£m
Fair value £m
Fund II
North Sails
Consumer
USA
2014
42.2
52.8
Daisy
Technology
United Kingdom
2015
8.3
1.7
Total investments
54.6
Other assets and liabilities1
(0.5)
OCI's investment in Fund II
54.1
Origin II
vitroconnect
Technology
Germany
2024
15.0
16.6
Total investments
16.6
Other assets and liabilities1
(12.2)
OCI's investment in Origin II
4.4
Origin I
Gymondo
Consumer
Germany
2020
9.0
22.0
ECOMMERCE ONE
Technology
Germany
2021
5.6
7.9
ACE Education
Education
France
2021
11.7
15.6
Seedtag
Technology
Spain
2021
–
10.7
Vice Golf
Consumer
Germany
2022
10.8
9.5
vLex
Business Services Spain
2022
11.6
14.1
World Host Group
Technology
Global
2023
6.5
6.4
Alerce
Technology
Spain
2024
8.7
9.4
Horizons Optical
Technology
Spain
2024
8.5
9.5
Total investments
105.2
Other assets and liabilities1
(12.9)
OCI's investment in Origin I
92.2
Totals
Sector
Region
Year of
investment
Residual cost
£m
Fair value £m
Total Cash
103.4
Other liabilities / debtors
(106.1)
Total net assets
£1,226.0
1. Other assets and liabilities include non-investment related line items such as debtors and creditors balances.
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Strategic report
Strategic report / Sector review: Technology
Investing across
digital markets
Oakley has built a successful track record in
backing technology-led businesses.
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Strategic report
Strategic report / Sector review: Technology
Technology overview
Oakley’s first investments were in TMT (Technology,
Media and Telecoms), 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.
Total % of OCI NAV
Oakley PE technology sector investments
Fund2
OCI residual cost
(Funds)1
£m
OCI fair
value
£m
% of
OCI NAV
Cegid
Fund III
40.9
99.2
8.1%
WebPros
Fund IV
41.8
74.4
6.1%
Contabo
Fund V
31.0
39.7
3.2%
I-TRACING
Fund V
35.6
35.6
2.9%
Assured Data Protection
Fund V
26.4
26.7
2.2%
vitroconnect
Origin II
15.0
16.6
1.4%
Seedtag
Origin I
–
10.7
0.9%
Horizons Optical
Origin I
8.5
9.5
0.8%
Alerce
Origin I
8.7
9.4
0.8%
ECOMMERCE ONE
Origin I
5.6
7.9
0.6%
World Host Group
Origin I
6.5
6.4
0.5%
Daisy
Fund II
8.3
1.7
0.1%
Total OCI valuation
337.9
27.6%
1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.
2. This section sets out the private equity technology sector investments. See Touring I and PROfounders III for Oakley's venture fund investments.
Technology portfolio
I-TRACING case study
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Strategic report / Sector review: Technology
Technology portfolio
OCI valuation
Cegid
£99.2m
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 2024. Over 90% of
revenues are now recurring with the installed base
having largely migrated to SaaS, primarily driven by a
strong uptake of cloud solutions by SMEs across core
markets of France, Spain and Portugal. Cegid signed the
acquisition of three strategically important businesses in
the year; PHC in Portugal, Microdata in Spain and
Sevdesk in Germany.
OCI valuation
WebPros
£74.4m
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 12 months to
December 2024, as a result of general
market softening which continued from
2023. Growth is expected to pick up in
2025, albeit at more muted levels than
pre-2023 rates, driven by continued ARPL
(Average Revenue Per License) growth
across the business, with high levels of
recurring revenue providing clear revenue
visibility. The business continues to achieve
strong EBITDA margins of c.62% and
remains highly cash generative.
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OCI valuation
Contabo
£39.7m
Contabo
A leading cloud infrastructure
provider offering hosting services
to developers and SMEs, with over
330k customers from c.180
countries.
Contabo delivered revenue growth
of 10% and EBITDA growth of 7%
in the 12-month period to
December 2024, versus prior year.
Contabo continues to deliver
excellent profitability and cash
generation but growth softened
slightly over the past year as a
result of higher-than-expected
churn. The management team
have developed a detailed action
plan to resolve the platform issues
which have resulted in the churn.
OCI valuation
I-TRACING
£35.6m
I-TRACING
A leading independent provider of cyber security
services in France.
I-TRACING, acquired in November 2024, has performed
well in the 12-month period to December 2024, with
revenue and adjusted EBITDA increasing 20% and 23%
respectively versus prior year. During 2024 the company
acquired over 70 new customers (from a base of ~250)
and launched a dedicated mid-market sales stream, as
an extension of the company’s historical focus on the
large enterprise customer segment. In February 2025, I-
TRACING agreed a strategic partnership with Bridewell
to create an independent European leader in cyber
security services.
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OCI valuation
Assured Data Protection
£26.7m
Assured Data Protection
A specialist IT Managed Services provider focused on
Disaster Recovery as a Service.
Assured Data Protection (Assured), acquired in October
2024, has performed well in the 12-month period to
January 2025, with revenue and adjusted EBITDA
increasing 47% and 19% respectively versus prior year.
Given the significant growth of the business there is an
ongoing material investment in the cost base
particularly in the sales, research & development (‘R&D’)
and finance functions. Assured is focused on building
out the team over the course of the next year in order to
accelerate go-to-market coverage through the channels,
in addition to advancing other initiatives such as R&D
and operations. Other workstreams to support the
scaling of the business are also underway, including
system and organisation reviews.
OCI valuation
vitroconnect
£16.6m
vitroconnect
A leading broadband open access
platform in Germany.
vitroconnect, acquired in July
2024, has demonstrated strong
and profitable growth since
acquisition. For the 12-month
period to December 2024, the
company delivered Net Sales and
EBITDA growth of 10% and 35%
respectively versus prior year. This
performance is driven by growth in
Net Sales from existing customers,
as well as the acquisition of new
customers during the period. The
number of lines that vitroconnect
invoiced has grown by 9% year-on-
year, with the number of fibre lines
invoiced increasing by 58%.
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OCI valuation
Seedtag
£10.7m
Seedtag
A leader in contextual advertising.
Seedtag continued to perform well in 2024, with gross
revenue and EBITDA growth for the 12-month period to
December 2024 of 40% and 60% respectively versus
prior year. The company is working on the integration of
the two strategic acquisitions made in 2024. Beachfront
(expansion of offering into connected TV) and JustEggs
(entering the Australian market). Seedtag also
accelerated its organic growth in the year through
entering the Canadian and Peruvian markets as well as
focusing on expanding its product portfolio (premium
branding Connected TV).
OCI valuation
Horizons Optical
£9.5m
Horizons Optical
A provider of progressive lens design software
solutions for lens manufacturers.
Horizons Optical, acquired in April 2024, is a provider of
medical software used to make premium spectacle
lenses. Horizons delivered strong topline growth, with
revenue growth in the 12-month period to December
2024 of 25% versus prior year, driven by growth in both
existing clients and new accounts. The company
continues to progress on go-to-market initiatives (global
customer mapping, top of funnel segmentation, sales
channels etc.). The business has recruited two new sales
representatives who will join the company in H1 2025
and the recruitment of eight new sales positions is
ongoing. The CRM (Customer Relationship
Management) implementation project is on schedule
and is expected to go live in first half of 2025.
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OCI valuation
Alerce
£9.4m
Alerce
A leading Spanish provider of
transport and logistics software
solutions.
In the 12 months to December
2024, the Alerce Group delivered
revenue and EBITDA growth of 11%
and 3% respectively versus prior
year. Since its acquisition in March
2024, Alerce has completed its first
add-on, acquiring WeMob, which
provides fleet management and
telematic SaaS solutions, in August
2024. Integration is now complete
and cross-selling initiatives are
ahead of plan. Alerce is gaining
traction in its M&A pipeline and is
in advanced talks with several
priority targets in key adjacent
verticals.
OCI valuation
ECOMMERCE ONE
£7.9m
ECOMMERCE ONE
A leading provider of e-commerce
software in the DACH region.
The ECOMMERCE ONE Group
continued to perform well in the
12-month period to December
2024, delivering revenue and
adjusted EBITDA growth of 8%
and 39% respectively versus the
prior year. Key contributors of
growth were the software assets of
the Group, namely Afterbuy,
DeamRobot and Gambio.
Recurring revenues grew by 23% in
2024, and now account for c.81% of
total revenue.
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OCI valuation
World Host Group
£6.4m
World Host Group
Global shared hosting roll-up, providing domains,
webhosting and email hosting solutions.
In H1 2024, Oakley facilitated the merger of Webcentral
with World Host Group (WHG), a European shared
hosting roll-up. In the 12-month period to December
2024, WHG maintained revenue in line with prior year.
WHG has been focused on its acquisition strategy,
adding 7 businesses, including US-based A2Hosting,
since the merger. WHG has also prioritised building a
scalable technological and organisational platform to
support future growth and integrations. In January 2025,
WHG completed the acquisition of A2Hosting,
increasing the Group’s EBITDA by over 50%.
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Strategic report
Strategic report / Sector review: Education
First-class
opportunities
Education is a core sector, with four investments
taking us forward with confidence, ranging from
online tertiary education and after-school tutoring
to professional learning.
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Strategic report
Strategic report / Sector review: Education
Education overview
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.
Total % of OCI NAV
Oakley PE education sector investments
Fund
OCI residual
cost (Funds)1
£m
OCI fair value
£m
% of
OCI NAV
IU Group
Fund V
63.8
98.5
8.0%
K12 Investments
Fund IV
55.2
62.4
5.1%
Bright Stars
Fund IV
38.9
57.1
4.7%
ACE Education
Origin I
11.7
15.6
1.3%
Total
233.6
19.1%
1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.
Education portfolio
Bright Stars case study
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Strategic report / Sector review: Education
Education portfolio
OCI valuation
IU Group
£98.5m
IU Group
The largest private university group in Germany.
IU Group continued to deliver double-digit growth, with
revenue and adjusted EBITDA for the 12-month period
ending December 2024 up 15% and 18%, respectively,
compared to prior year. Total student figures have now
reached c.150k, with growth in both the B2C and
OnCampus segments. IU Group also continues to make
progress with its acquired international units in the UK
and Canada, achieving a combined revenue growth of
35% in 2024 vs. prior year.
OCI valuation
K12 Investments
£62.4m
K12 Investments
K12 Investments consists of Oakley’s investments in
Thomas’s and Affinitas, which both continue to operate
as entirely independent platforms.
For the 12-month period to December 2024, collectively,
the two K12 investments delivered proforma revenue
and EBITDA growth of 9% and 19% respectively versus
prior year. Affinitas made three new acquisitions in the
US, Italy and Brazil, and continues to make progress on a
number of expansion capex projects across the
portfolio, including expansions at three top performing
Spanish schools. Thomas’s continues to progress with
the relocation of Thomas’s Kensington to a new state-
of-the-art facility, and the development of a new senior
school in Richmond.
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OCI valuation
Bright Stars
£57.1m
Bright Stars
A leading independent group of premium nurseries,
providing pre-school childcare.
In the 12 months to December 2024, Bright Stars
delivered proforma EBITDA growth of 40% versus prior
year. Overall market demand improved in the second
half of the year due to increases in government funding
and easing of cost of living pressures. Bright Stars has
acquired 74 nurseries since Oakley’s initial investment,
which puts it well ahead of the original target.
OCI valuation
ACE Education
£15.6m
ACE Education
A leading higher education platform focused on sports
management, design, fashion and hospitality.
In the 12 months to December 2024, ACE has
experienced market challenges, including heightened
competition and revisions to the accreditation criteria
for French Professional Certifications, which has resulted
in total student numbers being slightly behind the
previous year. Improvements have been made to the
student recruitment process and the more focused
approach is already evident in the early stages of the
2025/26 recruitment campaign. The integration of
Valencia-based ESAT, a specialised school focused on
Computer Graphics and Interactive Design Media, which
was acquired in 2024, continues to progress well.
Enrolments are up 17% versus prior year, adding positive
momentum to ACE’s expansion strategy in European
markets outside France.
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Strategic report
Strategic report / Sector review: Consumer
A strong platform
for growth
Oakley has a long track record of investing in distinctive
online and offline brands loved by consumers.
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Strategic report
Strategic report / Sector review: Consumer
Consumer overview
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
Oakley PE consumer sector investments
Fund
OCI residual cost
(Funds)1
£m
OCI fair
value
£m
% of
OCI NAV
North Sails
Direct
N/A
154.1
12.6%
Time Out
Direct
N/A
76.9
6.3%
Facile
Fund V
40.8
58.2
4.7%
North Sails
Fund II
42.2
52.8
4.3%
Dexters
Fund IV
12.9
43.5
3.5%
Gymondo
Origin I
9.0
22.0
1.8%
Merz Lifecare
Fund IV
34.0
20.9
1.7%
Iconic BrandCo
Fund III
20.2
20.1
1.6%
atHome
Fund III
–
9.8
0.8%
Vice Golf
Origin I
10.8
9.5
0.8%
Wishcard Technologies Group
Fund IV
–
6.4
0.5%
Total OCI valuation
474.4
38.6%
1. OCI’s residual cost represents OCI’s indirect investment through the Oakley Funds and is calculated on a look-through basis.
Consumer portfolio
North Sails case study
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Strategic report
Strategic report / Sector review: Consumer
Consumer portfolio
Direct Investments
OCI valuation1
North Sails
£154.1m
1. Direct equity position, constituting both
ordinary and preference shares.
North Sails
North Sails comprises a portfolio of market-leading marine brands focused on
providing high performance products for the world’s sailors and yachtsmen.
For the 12-month period to December 2024, the North Sails group achieved
EBITDA growth of 24% driven by a focus on: (i) operational excellence and
cost control in the North Sails division; combined with (ii) strong customer
demand for carbon technology products that resulted in high productive
hours at Southern Spars' New Zealand factory. The focus on cost
management combined with the mix benefit from strong performance in the
Grand Prix segment (supported by America's Cup activity) underpinned
earnings growth in excess of revenue growth of 1% over the same period. Soft
trading continued across Actionsports, Apparel, and the broader market as
challenging market conditions prevailed. North Sails expanded its family of
best-in-class marine brands in 2024 by acquiring two of the world’s most
respected sailmakers, Doyle and Quantum Sails. Both brands delivered strong
year-end performance well ahead of prior year.
OCI valuation2
Time Out
£76.9m
2. Direct equity (£70.1 million) and debt (£6.8
million) investment.
Time Out
A trusted global brand that inspires and enables people to experience the
best of the city.
In Q1 2025, Time Out reported its interim results for the six months ended
December 2024, announcing a revenue decrease of 3%. Market net revenue
grew 12%, whilst Media revenue decreased 19% reflecting broader sector
weakness due to US and UK elections. Two new Markets opened in 2024:
Time Out Market Barcelona (owned and operated market) in July 2024 and
Time Out Market Bahrain (management agreement market) in December
2024. Time Out Market Osaka is on track to open on 21 March 2025. As at 31
December 2024, Time Out has a portfolio of ten open Markets, of which six
are owned and operated and four are management agreements. Six
additional Markets are expected to be opened by 2027 the majority of which
are management agreements, with a strong pipeline of further opportunities.
Post-period end, Time Out announced the details of a new convertible loan
facility to raise £5.0 million in which OCI did not participate, to provide some
additional growth capital support following softer trading in the Media
business.
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Private Equity Funds' Investments
OCI valuation
Facile
£58.2m
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 in 2024,
with revenue and EBITDA growth in the 12-month
period to December 2024 up 16% and 18% respectively
versus prior year. This was primarily driven by the Gas &
Power, Loans and Stores divisions. Management remains
highly focused on boosting growth in the insurance and
mortgages divisions, which continue to be impacted by
the current macro environment. During the year, Facile
executed two acquisitions. Finital, an insurance broker,
was acquired in March 2024 and Italfinance, a B2B
financial products broker, was acquired in December
2024.
OCI valuation
Dexters
£43.5m
Dexters
London’s leading independent chartered surveyors and
estate agents.
For the year to December 2024, Dexters reported
revenue and EBITDA growth of 19% and 22%
respectively versus prior year. The group achieved
record income from its residential sales business, due to
an increase in market share. Lettings revenue, which
accounts for >60% of the overall revenue, continued to
grow in the year and was up 23% versus the same
period last year. This growth was driven by an increase
in the lettings portfolio units and a shift towards more
fully managed properties. In addition to delivering
organic growth, Dexters continues to execute its M&A
strategy, with a significant number of opportunities in
the pipeline to further cement its position as London’s
leading estate agent.
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OCI valuation
Gymondo
£22.0m
Gymondo
Germany’s market leader in online
fitness subscription programmes
focused on female customers.
The Gymondo Group grew revenue
and adjusted EBITDA, to
December 2024, 15% and 9%
respectively versus prior year. The
Gymondo subscriber base reached
an all time high of c.740k
subscribers, whilst maintaining
efficient customer acquisition
costs. In August 2024, the
Gymondo Group acquired
Buddyfit, the digital fitness
platform and local market leader in
Italy and Spain with more than
100k subscribers. Overall, the
Gymondo Group now serves a
total of c.850k subscribers,
representing growth of 1c.15%
versus prior year, with a B2B
subscriber share of c.25%.
OCI valuation
Merz Lifecare
£20.9m
Merz Lifecare (Formerly Windstar Medical ‘Windstar’)
A leading provider of health, wellbeing and beauty
products in the DACH region.
For the 12-month period to December 2024, Windstar
delivered revenue and adjusted EBITDA growth of 6%
versus the prior year, with the private label being the key
growth driver. Performance softened in the second half
of the year as a result of warm weather and delays in
new product launches, however results were still above
expectations for the year. In Q4 2024, Oakley agreed the
strategic combination of portfolio company Windstar
with Merz Lifecare to create one of the leading providers
of over-the-counter health and wellbeing products in the
DACH region
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OCI valuation
Iconic BrandCo
£20.1m
Iconic BrandCo
Leading consumer brands, Alessi and Globe-Trotter,
combined as the Iconic BrandCo.
Alessi’s revenue growth in the year to December 2024
was flat versus prior year, primarily due to soft market
conditions in the offline channels in key countries such
as Italy, France, Germany, Austria, Switzerland and the
UK, all affected by low consumer confidence. However,
the second half of the year showed a recovery
compared to the first half, supported by a gradual
improvement in consumer sentiment and enhanced
commercial initiatives. The online channel performed
well, mainly driven by Alessi.com, which delivered
increased sales of 15% versus the prior year. Globe-
Trotter achieved strong B2C growth with sales up 6%
versus prior year. This was driven by impressive
performance in the ecommerce channel, with sales up
by 32% versus last year. In August 2024, Globe-Trotter
acquired a majority stake in Connolly, a luxury men’s and
womenswear brand, with best-in-class practices and
synergies expected to be realised across these two
businesses.
OCI valuation
atHome
£9.8m
atHome Group
A group comprising a digital portfolio of leading real estate and automotive
online classifieds and financial services.
In the 12 months to December 2024 the atHome Group reported revenue and
EBITDA growth of 8% and 27% respectively versus prior year. Following
challenging market conditions in 2023 and 2024, Luxembourg's property
market began improving in the second half of 2024, resulting in stronger
performances in both the property and mortgage broking segments. The
Group’s automotive (Luxauto) and tax (Taxx.lu) divisions are also performing
well with double-digit revenue growth versus prior year.
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OCI valuation
Vice Golf
£9.5m
Vice Golf
The leading digitally-native golf brand.
In 2024, Vice Golf experienced soft performance on
Revenue and EBITDA, driven by its main D2C channel
which concurrently suffered delays in product launches
and the shop system migration to Shopify and a
suboptimal marketing team. By Q4-24, Vice Golf caught
up on its product launches, including new golf ball
models and its first generation of golf clubs, completed
the Shopify migration, which together has led to a
sustained uptick in performance and marketing
efficiency. This allowed Vice Golf to significantly narrow,
but not fully close the gap that opened-up during the
high season. With a fully invested technology
infrastructure and a significantly strengthened
management, the team is driving improvements in
operational excellence throughout the organisation to
carry the recovery into the high season.
OCI valuation
Wishcard Technologies Group
£6.4m
Wishcard Technologies Group
A leading consumer technology company in the gift
voucher and B2B customer and employee incentive
solutions sector.
Wishcard Technologies Group (‘Wishcard’) continued to
deliver strong growth in the 12-month period to
December 2024, with revenue and adjusted EBITDA up
30% and 28%, respectively, versus prior year. This was
primarily driven by growth in the Retail and B2B
segments. In addition to successful campaigns at
various retailers and affiliate campaigns online, the
business has successfully started to expand into the UK
and France.
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Strategic report
Strategic report / Sector review: Business services
Mission-critical
services
Providing mission-critical, tech-enabled services
that help customers succeed.
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Strategic report
Strategic report / Sector review: Business services
Business services
overview
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.
Total % of OCI NAV
Oakley PE business services sector investments
Fund
OCI residual cost
(Funds)1
£m
OCI fair
value
£m
% of
OCI NAV
Phenna
Fund V
74.0
100.7
8.2%
Steer Automotive
Fund V
71.0
82.4
6.7%
ProductLife Group
Fund V
39.4
44.4
3.6%
Liberty Dental Group
Fund V
35.2
43.2
3.5%
TechInsights
Fund IV
37.7
39.7
3.2%
vLex
Origin I
11.6
14.1
1.1%
Konzept & Marketing
Fund V
13.3
13.3
1.1%
Total OCI valuation
337.7
27.4%
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
Konzept & Marketing case study
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Business services
portfolio
OCI valuation
Phenna Group
£100.7m
Phenna
One of the fastest growing TICC groups globally.
Phenna continues to perform well and continues to
execute on its sector and geographic expansion
strategy. Since Oakley’s investment, the business has
added the Food and Pharmaceuticals division, which
now represents c.20% of revenues. Additionally,
management has continued to focus on international
expansion, with c.75% of acquisitions made in 2024
located outside of the UK. During 2024, Phenna
continued executing on its accretive bolt-on pipeline
with 8 acquisitions completed at an average of <6.5x
EV/EBITDA multiple. The pipeline for 2025 is strong,
particularly on the back of investment into the internal
M&A team in the second half of FY24.
OCI valuation
Steer Automotive
£82.4m
Steer Automotive
The UK's leading B2B automotive services platform.
Steer Automotive (‘Steer’), acquired in April 2024, is the UK's largest and
fastest-growing independent collision repair group. Steer has continued to
lead the consolidation of the market, completing 11 add-on acquisitions since
signing and taking the Group from 98 sites to 199 sites as at December 2024.
Successful M&A activity included the acquisition of Gemini, the #2
independent player nationally, in July 2024 and ARC Group, which completed
in December 2024 and added 5 additional sites. Post period end, there
remains a robust M&A pipeline, with 3 near-term deals and a further 10 deals
in the earlier stages of negotiation.
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OCI valuation
ProductLife Group
£44.4m
ProductLife Group
A leading player in regulatory and compliance services
to the global life sciences industry.
ProductLife Group (‘PLG’), acquired in May 2024,
provides development, regulatory affairs, market access,
pharmacovigilance, quality management and digital
transformation services mainly to clients in the
pharmaceuticals industry. For the 12-month period to
December 2024, PLG reported Revenue and EBITDA
growth of 70% and 92% respectively versus prior year,
as a result of its strong acquisition activity. Post-period
end, PLG has signed 2 acquisitions, representing a
strong start to the year for the company’s M&A strategy.
OCI valuation
Liberty Dental Group
£43.2m
Liberty Dental Group
Establishing an independent
business to become a leader in
the global dental lab market.
Liberty Dental continued to
perform well in 2024, reporting
revenue and EBITDA growth in the
12-month period to December
2024 of 40% and 55% respectively
versus prior year, including the
benefits of M&A activity in 2024.
The Group completed more than
10 acquisitions during the year,
creating strategic centres of
excellence at a national level.
Liberty has expanded into new
regions in Germany and is now the
largest orthodontic lab in The
Netherlands and in Belgium. The
M&A pipeline continues to be
healthy, with multiple targets in
active discussion.
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OCI valuation
TechInsights
£39.7m
TechInsights
TechInsights is the authoritative semiconductor and
microelectronics intelligence platform supporting
clients in innovation and decision making through
independent research and analysis.
2024 was a challenging year for the semiconductor
industry, with semiconductor volumes still down 14%
versus the market peak in June 2022. However, the
market has started showing signs of recovery, with
semiconductor volumes up 3% versus prior year as at
December 2024. Despite the difficult market conditions,
TechInsights delivered positive revenue growth in the
12-month period to December 2024, driven by growth in
its subscription business and supported by healthy
renewal rates from existing customers. Recurring
revenues now make up 84% of total revenues.
OCI valuation
vLex
£14.1m
vLex
An AI-powered legal subscription platform.
vLex performance continued positively in 2024, with
revenue and EBITDA growth of 12% and 29%
respectively for the 12-month period to December 2024.
The business continues to show a strong recurrency
with 93% of revenues coming from subscriptions and
delivering annual recurring revenue (‘ARR’) growth of
16% versus the prior year. vLex is a global-first, AI-
powered legal platform that supports not only legal
research but also the full range of legal workflows,
including document automation, contract analysis,
compliance tracking, litigation support, and regulatory
compliance. vLex delivers unparalleled access to global
legal materials, making it an essential tool for
multinational firms and organizations. vLex is focused on
investing in R&D to further leverage their unique position
as one of the few AI providers of legal research with
proprietary data.
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OCI valuation
Konzept & Marketing
£13.3m
Konzept & Marketing
A leading independent Managing
General Agent in the German
personal, non-life insurance
market.
Konzept & Marketing (‘K&M’) has
performed well since its acquisition
in November 2024. For the
12-month period to December
2024, the company delivered
revenue and adjusted EBITDA
growth of 7% and 42% respectively
versus prior year. Total K&M
volumes were higher than
expected thanks to healthy growth
in the standard insurance lines
(new contracts as planned and
lower than expected cancellation
rates). Since completion, a number
of attractive add-on targets have
been identified and are being
actively explored.
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Strategic report / Sustainability & ESG
OCI’s focus on
community
OCI supports initiatives that focus on advancing
education, technology and sustainability. This section
highlights the organisations and work we support in
our community.
Initiatives supported by OCI include:
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Reading Clinic and Bermuda
Underwater Exploration Institute
('BUEI')
As part of its new community strategy, in 2024 OCI began supporting the installation of solar
panels for certain charities in Bermuda.
The first project, completed in May 2024, was the installation of an 11.1 kW solar photovoltaic
system for the Reading Clinic. The Reading Clinic runs programmes to equip children who have
learning differences with the self-understanding, tools, and confidence they need to thrive in
school and beyond. As a small island, Bermuda is heavily dependent on the importation of fuel
oil and diesel to generate power, which is costly for residents and organisations. The Reading
Clinic’s solar panel system is already generating electricity in its first year of operation, providing
energy-related cost savings and helping The Reading Clinic move towards energy
independence for the next 25 years. This will allow The Reading Clinic to allocate operational
savings towards their programmes and the children of Bermuda.
OCI has also donated to the installation of bifacial solar panels for the BUEI buildings. This larger
project is still underway at the time of reporting.
Installed
11.1kW
solar photovoltaic system
Provides
25
years of energy independence
The Reading Clinic would like to thank Oakley Capital
Investments for their donation of the solar array to our
organisation. We are grateful for your support and are
already seeing the gains from the installation. Thank you for
believing in the services that we offer and for supporting
intervention services that can impact the educational
trajectory of children’s lives.”
Martina Harris Executive Director of The Reading Clinic
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Bermuda College Foundation
In 2022, OCI committed to funding the phased upgrade and expansion of the Bermuda
College Aquaponics Lab. Phase I of the project included upgrading the original solar powered
aquaponics lab to support the College’s aquaponics programme and other related courses in
2023. Phase II of the project was completed in 2024 with the opening of a purpose-built facility
with an expanded modular system that will provide increased production and serve as a living
laboratory for the small business management and entrepreneurial courses offered by Bermuda
College. Students have the opportunity to operate and run the facility as a small business. The
lab also offers experiential learning opportunities through lab experiments, student workshops
and field trips, and has successfully produced a variety of crops.
The Phase II expansion also includes a greenhouse that will serve to introduce hydroponics to
the curriculum as another option to address food security. This is a particularly important
programme as Bermuda faces a critical challenge with food security, given the island’s reliance
on food imports approaching 90%.
Oakley Capital Investments Limited is very proud to
support Bermuda College with a new and innovative
Aquaponics Laboratory. This food sustainability
project effectively combines technology with
education to inspire talented Bermudians.”
Fiona Beck OCI Independent Non-Executive Director
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Endeavour Programme
In 2022 OCI launched a three-year grant scheme with Endeavour to support the
Middle School programme. This enables students to participate in a learning
programme applying Science, Technology, Engineering, Arts and Maths (‘STEAM’)
concepts to sailing. During the 2022/23 school year, 100% of students in their first
year of middle school from all schools in Bermuda engaged in the programme, with
95% of students reporting improved problem-solving skills as well as improved self-
confidence and a greater awareness of the importance of environmental
stewardship.
For more information on Endeavour, please see the 2022/23 Impact Report here.
544
Participating students
95%
Reporting improved problem-
solving skills
We are incredibly thankful for Oakley Capital Investments
Limited’s generous support of Endeavour that enables us to
positively impact Bermuda's youth!”
Jennifer Pitcher Executive Director
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Bermuda Education Network
In 2024, OCI kicked off a three-year donation programme with the Bermuda Education
Network (‘BEN’) in recognition of the impact of the BEN literacy programme which is focused
on improving the reading proficiency of Bermuda’s children. In 2023 a total of 2,645 students
received BEN’s services including 46 families who received free activities and books through the
BEN Book Club and 44 students who completed the Summer Learning Programme. OCI looks
forward to sharing 2024 programme outcomes following the publication of the BEN’s 2024
Annual Report.
2,645
Students received services
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Teachers received support
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Sustainability at Oakley Capital (OCI Investment Adviser)
In this section, Aga Siemiginowska, Head of Sustainability at Oakley Capital,
summarises the sustainability strategy.
We are determined
to lead by example
At Oakley, being a responsible investor means
integrating environmental, social and governance
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 at Oakley Capital.
Watch video: Sustainability at Oakley
See: Sustainability at Oakley Capital
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OCI aligns itself with Oakley's sustainability practices and their
importance.
Oakley has set strong sustainability foundations and developed a sustainability programme focused
on those topics that are most material to the business and the investment portfolio. Oakley believes
there are some sustainability topics that are universal, and therefore the sustainability programme is
centred around three key themes: (i) energy and climate change, (ii) equity, diversity and inclusion
(‘EDI’), and (iii) cybersecurity and data protection. Oakley recognises these as critical for all
businesses, irrespective of sector, geographical location or scale, and that, if not managed
appropriately, they can have an adverse impact on value. Oakley has continued their sustainability
journey across these themes alongside the portfolio.
Sustainability programme
Energy and climate change
In 2024, Oakley measured its full carbon footprint which included Scope 1, 2 and relevant operational
Scope 3 emissions for the calendar year 2023. This footprint is based on actual data for Scopes 1 and
2, and a combination of activity-based and spend-based approaches dependent on data availability
for Scope 3, providing a credible carbon emissions baseline.
In addition, in June 2024, Oakley published their inaugural Task Force on Climate-related Financial
Disclosures (‘TCFD’) report, demonstrating a commitment to transparency and alignment with
globally recognised climate-related financial disclosure standards. The report, which can be
found here, outlines in more detail Oakley’s approach to climate risk and opportunity and provides
additional metrics.
Oakley is also a member of the Initiative Climat International (‘iCI’), a collaborative network of private
equity firms working together to tackle climate change within the private markets industry. Oakley
representatives sit on bodies such as the Regulatory Working Group, which aims to help provide
clarity and guidance to private equity firms on climate-related regulations.
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Equity, Diversity and Inclusion (EDI)
Oakley believes that diverse teams make better decisions and generate better results. Accordingly,
Oakley enhanced its internal capabilities through the establishment of the Oakley EDI Working Group
in 2022, which is now anchored by a focused EDI Action Plan. To drive effectiveness, the action plan is
updated based on feedback received through Oakley’s annual employee engagement survey, to cover
those areas most important to employees, such as inclusive culture, fair management and career
development, and social mobility. In addition, Oakley’s commitment to a diverse and inclusive
workforce translates through continual development of initiatives; in 2024, programmes included all
Oakley new joiners completing EDI training, a company-wide mentoring programme, and the launch
of Mystery Coffees which pairs employees across teams and roles every five weeks to meet for coffee,
enabling employees to develop their internal network, share experience, and gain valuable insight.
Oakley also works proactively with Out Investors and Level 20, leading industry organisations, and
initiatives that aim to make the investment industry more inclusive. In January 2024, Oakley Partner
Rebecca Gibson, was appointed Chair of Level 20 to further support the progression of women in
senior leadership in European private equity.
Cybersecurity and data protection
Oakley has continued to strengthen cybersecurity and data protection measures to ensure that
systems remain resilient against the ever-evolving threat landscape.
By aligning the Oakley business support capabilities with Oakley IT infrastructure, a robust foundation
has been created for the future growth and security of operations. Using NIST-2 as a guiding
framework, in 2024 Oakley has been building processes and systems to continually improve its ability
to protect, detect and respond to the increasing numbers and sophistication of cybersecurity threats.
Employee training and awareness are also a core component of Oakley cybersecurity approach.
Cybersecurity training is required for all new joiners, and annual refreshers courses as well as regular
phishing simulations are executed for the entire Oakley team.
Carbon footprint insights:
100% of portfolio companies now have insights into
their carbon footprint and its drivers.
100%
See: Sustainability at Oakley
Cybersecurity monitoring:
100% of portfolio companies onboarded onto Oakley’s
cybersecurity monitoring platform.
100%
See: Oakley Responsible Investment
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Approach to responsible investment
Oakley focuses on investing in mid-market companies across four core sectors: Technology, Education,
Consumer and Business Services. The Sustainability Team collaborates with the Investment Team and
provides support on portfolio company management throughout the investment process.
Oakley's responsible investment process consists of four key stages:
8
1. Initial
screening
Preliminary
assessment of
sustainability risks
and opportunities
<
2. Due
diligence
Due diligence
carried out using
internal resources,
or external
consultants as
appropriate,
including:
Red flag
assessment
Materiality
assessment –
identification of
(company-specific)
sustainability-
related risks and
opportunities
Stewardship
÷
3a. Onboarding
programme
Sustainability
onboarding with
Oakley team
Addressing urgent
issues identified as
part of due
diligence
÷
3b. Engagement
and support
Ongoing support
and guidance
provided by the
Sustainability Team
9
3c. Monitoring
Active stewardship
including:
Engagement with
company
management on
sustainability topics
Annual ESG
monitoring and
review of progress
Company KPI
reporting to Oakley
Sustainability topics
and progress
discussed at Board
meetings
»
4. Exit
Support in
preparing for
sustainability due
diligence from
prospective
investors
ESG vendor due
diligence as
appropriate
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Active stewardship
Oakley aims to empower management teams during the ownership phase, providing them with the
knowledge and tools to identify and manage sustainability risks and opportunities in their sector.
Assessing these risks and opportunities from the earliest stages of evaluating a potential investment is
an important first step in building trust, which continues to develop through the Oakley’s stewardship
programme after completion.
Oakley recognises the importance of understanding the material sustainability topics of each of its
investments. In addition to the three portfolio-wide sustainability themes of energy and climate
change, EDI, and cybersecurity and data privacy that are considered important for conducting good
business, mitigating risks and ensuring our investments are prepared for the future, Oakley conducts
materiality assessments to identify company-specific sustainability themes.
Portfolio-wide themes
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Oakley’s approach to portfolio engagement involves acting in partnership and providing support for
the advancement of sustainability practices. In 2024, a key priority was knowledge sharing and
capacity building within the portfolio. As part of this, Oakley hosted their annual Sustainability Forum,
which included portfolio company case studies, sharing good practices on topics such as building
culture through employee engagement, as well as thematic workshops on material topics for portfolio
companies including greenhouse gas (‘GHG’) emissions, sustainability considerations for highly
acquisitive businesses, and value creation. Following the positive feedback received on the
Sustainability Forum, the Oakley Sustainability Team organised a webinar series for portfolio
companies, covering topics including social value, supply chain management, and data collection.
Oakley also continues to support portfolio companies, providing access to sustainability resources
and tools in relation to the three key sustainability themes: energy and climate change, EDI, and
cybersecurity and data protection. This includes the carbon accounting and advisory platform, and
diversity and employee engagement tool launched in 2023, as well as an updated cybersecurity
monitoring platform that provides weekly cybersecurity scans and quarterly monitoring surveys.
Our sustainability and Community Engagement Partners
OCI partners
PRI performance
In 2024, Oakley scored 4/5 stars,
outperforming PRI median.
Visit PRI website
Oakley partners
Oakley sustainability
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.
For more information on Oakley’s portfolio engagement and sustainability performance, please see
the Oakley Capital Responsible Investment Report.
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Strategic report / Risks and engagement
Principal risks and
stakeholder
engagement
A key driver of OCI’s success is the combined risk
management approach taken at Oakley and OCI to
ensure that decisions consider the needs of all key
stakeholders. This section details the principal risks and
uncertainties identified by our risk framework, and
outlines the stakeholder engagement activities
undertaken by OCI through the year.
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Adapting to meet
OCI's evolving needs
OCI maintains a robust strategy for managing risks, which encompasses:
Maintenance of a comprehensive
risk management framework
including the risk appetite
statement, the risk register and the
risk policies and procedures.
Evaluation of emerging risks and
assessing potential implications for
the Company and any mitigation
that can be applied.
Effective communication between
our Board of Directors and the
Investment Adviser through regular
risk reports and discussions.
Proactive risk management
The OCI Risk Committee continues with its commitment to
operate a centralised risk management framework, ensuring it
evolves to meet the dynamic needs of the business and its
operating environment. This approach includes identifying and
evaluating emerging and incumbent risks, assessing the
potential implications for OCI and shareholder value, and
where relevant, enforcing mitigating measures to manage
risks within defined tolerance levels. The framework is
underpinned by a robust risk appetite statement, policies,
procedures, and a regularly updated risk register, reviewed
and approved by the OCI Risk Committee. Given OCI’s
partnership with Oakley, a key driver of OCI’s success is the
conscientious approach to risk management at Oakley.
Between OCI and Oakley, a coordinated effort to risk
oversight is critical, and regular communication between the
Board of Directors, Risk Committee, and Investment Adviser
ensures informed decision-making.
Increased risk oversight
Geopolitical risks remained a significant factor in 2024, with
the continuation of the Russia-Ukraine conflict disrupting
energy supplies and generating cost and margin volatility,
tensions in the Middle East straining international relations,
and increasing concerns over the impact of China-Taiwan
dynamics on European technology manufacturing reliant on
Asian imports.
Despite these challenges, macroeconomic conditions
continued to improve, particularly during the last six months
of the year. This supported OCI’s portfolio and led to a steady
deal flow in the Oakley Funds, translating to £299 million in
acquisitions and £179 million in proceeds for OCI, with £175
million of look-through proceeds received in the second half of
the year from the disposal of Ocean Technologies, idealista
and Schülerhilfe. The Eurozone inflation eased from 2.6% in
2023 to 2.4% by the end of 2024, contributing to lowering the
cost pressures. The Euribor rate decreased by 100bps during
the year, enabling Oakley Funds’ portfolio companies to
reduce their debt expenses. Approximately half of the
portfolio companies were able to renegotiate their debt on
favourable terms, improving their financial performance and
providing OCI with £20 million from refinancings. The portfolio
remains well-diversified with participations in more than 40
companies, with no sector or geographical region contributing
more than 30% of the portfolio, resulting in tangible
diversification benefits. OCI’s portfolio reflects growth in all of
Oakley’s core sectors – Technology, Education, Consumer, and
Business Services – bolstered by increased consumer
confidence due to modest economic growth in the Eurozone,
with GDP rising from 0.8% in 2023 to a projected 1.3% in 2025,
and a fall in unemployment to its lowest level since the
inception of the euro.
In response to these developments, OCI’s Risk Committee
alongside Oakley's Risk Team continued enhancing the
monitoring of the risks OCI is exposed to, with particular focus
on liquidity, counterparty risk, and portfolio risks. In-depth
analysis supported the decision to expand OCI's credit facility
from £175 million to £225 million, equivalent to 35% of total
commitments outstanding at year-end. Further analysis of
liquidity risks was conducted, incorporating stress scenarios
for cash flows, stressed exit values, and accelerated capital
calls. Credit quality was also reviewed across portfolio, fund
and OCI lenders to assess potential contagion risks and
leverage opportunities arising from reduced debt costs.
Valuation risks were addressed through rigorous oversight by
the Audit Committee, Oakley's valuation committee and
external valuation experts, ensuring consistency and reliability
in financial reporting.
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Operational excellence remains a priority, with the Risk
Committee completing a comprehensive review of the risk
register and driving improvements to the central governance,
risk, and compliance tool. The scope of risk assessments was
expanded to include enhanced reporting on environmental,
social, and governance risks. These efforts have provided the
Board with improved visibility into emerging risks and greater
oversight of control effectiveness, ensuring that OCI is well-
positioned to navigate future challenges while safeguarding
shareholder value.
Our risk map
Key risks
0
PR1 Liquidity risk
PR2 Portfolio risk
PR3 Counterparty risk
Other core risks
0
OR4 Performance risk
OR5 Operational risk
OR6 Sustainability risk
OR7 Reputational risk
Key risks
1
Liquidity risk
Potential impact Liquidity risk refers to the potential inability of OCI to meet its
commitments to the Oakley Funds, an inability to pay annual dividends, or to
manage capital effectively, which consequently may impact the share price and
decrease returns for shareholders.
Risk tolerance
0 2023
0 2024
Mitigation
The Board closely monitors cash flow
forecasts and reviews regular stress tests,
including different scenarios to reflect the
cash position under positive and stressed
conditions such as accelerated capital calls,
reduced or delayed distributions with its
overall capital management position.
Strategic positioning for the upcoming year
As macroeconomic conditions began to
improve, OCI’s deal flow followed suit,
resulting in £179 million of distributions
during the year – £175 million of which
occurred during the second half of 2024 –
thereby strengthening the cash position and
reducing liquidity risks. At the year-end OCI
has £225 million of cash and available credit
facility and outstanding commitments of
£646 million, of which at least £200 million
is not anticipated to be drawn. Economic
conditions show signs of improvement in
2025 but outlook remains uncertain. The
OCI Risk Committee and the Board remain
committed to considering liquidity options
to ensure financial flexibility around the
deployment of capital.
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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 or sector.
Concentration risk arises from overexposure to a particular investment strategy,
sector, geography and/or currency.
Risk tolerance
0 2023
0 2024
Mitigation
Oakley portfolio company valuations follow
a structured quarterly process. The Oakley
Valuations Team prepares the valuations,
which are reviewed by an Investment Team
partner or managing director, and the
Finance Team, and then submitted to the
Oakley Valuations Review Committee
(‘VRC’) for approval. After the VRC
approves, the Alternative Investment Fund
Manager (‘AIFM’) Valuations Review
Committee, reviews and provides final
approval. Additionally, a professional
services firm provides an independent
valuation of each portfolio company
annually, offering a range of valuations that
support Oakley’s figures. The external
auditor subsequently audits the Oakley
valuations performing their own valuation
work, as well as considering the external
independent valuation, and ultimately
presents their conclusions to the Audit
Committee, reinforcing transparency,
independence, and consistency.
The Audit Committee and OCI Board
actively monitors valuation results, the
performance of portfolio companies,
considering broader sector or macro-
economic factors in its oversight of the
valuation process.
Metrics are established and monitored to
gauge investment concentration based on
company, sector and geographical
exposure. The OCI Board receives a
quarterly risk report from Oakley with OCI
concentration metrics, considering both
acquisition cost and the most recent NAV.
As the portfolio grows, concentration risk
continue trading downwards. At year-end,
the top ten holdings in the portfolio
accounted for 61% of NAV, down from the
last years’ high point of 75% in 2023, while
sector and geographic exposure each fell to
no more than 30% of NAV, down from 40%
in 2023 – together reflecting greater
portfolio diversification.
Strategic positioning for the upcoming year
As OCI diversifies further, its exposures
across the Oakley Funds' vintages and
strategies, the concentration risk to specific
sectors and portfolio companies is reduced.
The portfolio continues to generate positive
returns for OCI, driven by portfolio
companies’ robust performances, reflected
in earnings growth and EBITDA generation,
leading to an overall increase in valuations.
The exit market in late 2024 showed
improved activity compared to 2023,
resulting in proceeds of £179 million
consisting of £159 million from exits and
£20 million from refinancings. Momentum
should continue if the positive environment
of decreasing interest rates and increasing
global growth continues.
After obtaining an independent opinion on
the value of North Sails' equity, OCI
converted $107 million of its preferred
equity position into ordinary equity. This
conversion aimed to enhance participation
in North Sails’ future returns.
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3
Counterparty risk
Potential impact This risk refers to the possibility that a counterparty in a
financial transaction may default on its contractual obligations. It arises from
OCI’s exposure and reliance on lending institutions. OCI’s risk exposure is
categorised into three levels: direct counterparties, counterparties at the Oakley
Fund level, and counterparties associated with portfolio companies.
Risk tolerance
0 2023
0 2024
Mitigation
During 2023 and 2024, the Oakley Group
significantly diversified and improved its key
credit relationships. This diversification
included improved credit ratings,
geographical distribution, and bank sizes. A
detailed assessment of core capabilities and
ancillary services provided by these
institutions was conducted, leading to a
reshaped banking strategy. This included a
focus on scenario planning to address
potential scenarios where a bank may be
unable to fulfil its contractual obligations.
A bottom-up evaluation of the banking
partnerships across our portfolio companies
was also undertaken. This review re-
evaluated key banking relationships,
identified commonalities across the
portfolio, and benchmarked debt rates. The
analysis resulted in refinancings for half of
the Funds’ portfolio companies and
distributed £20 million to OCI, yielding
significant financial benefits for the portfolio
and maintaining the low leverage model,
with an average net debt multiple of 4x
across the portfolio.
Strategic positioning for the upcoming year
The ongoing trend and efforts to diversify
banking relationships are expected to
continue in the future. Additionally, the
evaluation and adoption of new credit and
foreign exchange products aimed at
reducing OCI’s exposure to single entities
and increasing the long-term certainty of
debt support are anticipated to continue,
further enhancing risk mitigation strategies.
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Other core risks
4
Performance risk
Potential impact This represents the risk of returns to OCI’s shareholders
underperforming against the market and peers, with the potential impact of
reduction in share price, reduced share liquidity and reputational damage.
Risk tolerance
0 2023
0 2024
Mitigation
Quarterly reporting of NAV, coupled with
transparent communication regarding
business progress, is designed to fully
inform investors, potential investors, and the
wider market. Confidence in OCI’s NAV is
established through Oakley’s robust
valuation process, including the AIFM, the
external audit, and additional third-party
review, with valuations produced for each
investment. OCI engaged an independent
opinion in respect of the conversion of $107
million of its preferred equity position into
ordinary equity on 18 December 2024.
Strategic positioning for the upcoming year
NAV grew to £1,226m at year end, with NAV
per share increasing from 684 pence to 695
pence. The Total NAV Return per share for
2024 including dividends was 2%, or 6%
excluding the impact of foreign exchange.
The Board continues to assess and monitor
portfolio company performance, the
origination capabilities of the adviser, and
opportunities to enhance future returns
from the existing portfolio of direct and
fund investments. The Risk Committee
continues supporting the Board in driving
shareholder value whilst managing the
performance risk through capital allocation
to Oakley Funds, as well as, evaluating share
buybacks, dividends and other capital
management levers.
5
Operational risk
Potential impact OCI outsources administrative, advisory, finance and
operational functions to the Oakley Group. Consequently, inadequate or failed
internal processes could expose OCI to operational, regulatory and reputational
risks with potential financial consequences.
Risk tolerance
0 2023
0 2024
Mitigation
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. The Risk
Committee receives a quarterly report on
administrative, advisory, and operational
matters as well as risk controls and a
periodic compliance report. When emerging
risks appear, ad-hoc reports are presented
to the Board.
Over the past two years, the Oakley Capital
Group has proactively engaged with third-
party advisers to obtain independent
verification of the control framework’s
robustness, determine the completeness of
the updated risk register, and gather
feedback on the Governance, Risk, and
Compliance (GRC) tool’s development road
map.
Strategic positioning for the upcoming year
The commitment to operational excellence
remains a priority for OCI. Oakley continues
to engage with third-party advisers for
operational risk assessments, integrating
insights from previous reviews and focusing
on control quality and residual risk analysis
to ensure that all identified risks remain
within established risk appetite thresholds.
As Oakley Group’s business continues to
expand with the launch of new funds,
Oakley remains committed in its reporting
quality to OCI, ensuring that the Board of
Directors continues to have the right
information to interrogate in support of
accurate and timely decision-making, with
an emphasis on control effectiveness and
emerging risks.
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6
Sustainability risk
Potential impact Failure to integrate sustainability themes into investment
strategy and operating models could result in sustainability, reputational and
performance risks.
Risk tolerance
0 2023
0 2024
Mitigation
The Board notes the progress of
sustainability initiatives implemented across
the Oakley Group and portfolio companies
and continues to monitor their effectiveness
through the different committees. Particular
focus is placed on carbon footprint
measurement and reduction, equity,
diversity, and inclusion, and cybersecurity
insurance and incident response protocols.
The Investment Adviser integrates
sustainability considerations throughout the
investment cycle. Sustainability due
diligence on potential portfolio companies is
conducted as part of the pre-closing
process, and findings are presented to the
Oakley Investment Committee, enabling an
ex-ante assessment of potential
sustainability risks across the portfolio.
The Board also participated in internal and
external training sessions covering a broad
range of sustainability topics, ensuring that
it remains informed of market and
regulatory developments and is prepared to
respond accordingly.
Strategic positioning for the upcoming year
Sustainability will remain a key focus
throughout 2025, both by the Board and
through its relationship with Oakley. The
Oakley Group will continue to support
portfolio companies’ management teams
with the guidance, knowledge, and tools
needed to identify and manage
sustainability-related risks and
opportunities, ensuring that investments
align with long-term interests.
OCI fully supports Oakley’s commitment to
integrate sustainability into its investment
strategy. The sustainability progress
achieved in 2024 on energy and climate
change will extend into 2025 as Oakley
continues to develop its climate approach,
guided by the TCFD report findings as a
basis for ongoing improvements. Emphasis
on EDI remains a priority as the Oakley
team composition evolved from 37%
women to near parity at c.48% at year-end.
Oakley continues to focus on developing
leadership talent, fair management and
fostering an inclusive culture. In parallel,
recommendations from the third-party
cybersecurity analysis will be rolled out in
2025, focusing on implementing best
practices across portfolio companies and
strengthening systems to remain resilient to
evolving threats.
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7
Reputational risk
Potential impact Adverse media coverage, ineffective market communication, or
negative investor feedback could impact OCI’s reputation, potentially affecting
fundraising efforts and stakeholder relationships.
Risk tolerance
0 2023
0 2024
Mitigation
OCI engages with third-party PR agencies
and Oakley’s Investor Relations team to
manage external communications and
monitor reputational risks. As a listed entity,
OCI follows a structured financial reporting
calendar, providing regular updates via
Regulatory News Services (RNS), including
transaction announcements. All disclosures
are approved by the Board of Directors,
having previously being reviewed by
Oakley’s Investor Relations team, Fund
Finance, senior management, and external
advisers, including OCI’s broker and PR
adviser. Post-publication, media coverage is
monitored to ensure accurate
representation.
Investor communication is further
supported through transparent reporting,
regular shareholder engagement, reports
prepared by the Adviser’s investor relations
team, and the Annual Capital Markets Day,
ensuring clarity and consistency in
disclosures.
Strategic positioning for the upcoming year
OCI remains committed to maintaining
strong market confidence through
transparent and consistent communication
with investors and stakeholders. Clear
disclosures, regular financial updates via
RNS, and proactive investor engagement
through shareholder outreach, including the
Annual Capital Markets Day and the
Adviser’s investor’s relationships
interactions with the Board of OCI and
investors, will continue to reinforce trust and
alignment with shareholders by delivering
timely and relevant updates while
maintaining consistency in how OCI’s
performance and positioning are presented.
Strengthened engagement with media and
stakeholders will further support clarity and
confidence in OCI’s market presence.
By maintaining an open dialogue with the
market and shareholders, the OCI Board
aims to enhance investor confidence,
support long-term value creation, and
strengthen its reputation as a disciplined
and well-managed investment company.
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Emerging risks
New government agendas US and UK and global taxation
2024 was characterised by the wave of
elections accounting for nearly 60% of
global GDP. Financial markets
demonstrated steady growth but erratic
behaviour due to uncertainties surrounding
election outcomes and the associated
political agendas.
The US election in November 2024 is clearly
a significant catalyst for global change in the
coming year and the Risk Committee
identifies it as a development for 2025. The
election resulted in the Republican Party
assuming administration across all three
pillars of the US legislature for the next four
years. Their stated economic and political
agenda includes tax reductions, energy
independence, and regulatory rollbacks,
which are expected to benefit the Oakley
Funds’ portfolio companies by lowering the
cost base of running their businesses.
However, policies promoting trade
protectionism and tariff imposition may
hinder global growth by inducing inflation
and contribute to political instability due to
potential trade retaliation.
Global interest rates, inflation, and foreign
exchange (FX) trends remain uncertain.
Interest rates decreased by an average of
100 basis points in 2024, and inflation
expectations moved by -0.3% during the
second half of 2024. While some policies,
such as tariffs and tax cuts, may drive
inflation through higher prices and increased
consumption, others, like regulatory rollbacks
and energy independence, could lower
business cost bases, enhancing returns for
the Oakley Funds. The International
Monetary Fund forecasts inflation to be 4.5%
in 2025, falling from 5.9% in 2024, and it is
expected that the central banks will continue
lowering the interest rates gradually.
Foreign exchange markets are anticipated to
experience heightened volatility over the
coming years with an appreciation of the US
dollar against the major currencies. The Risk
Committee has actively assessed the
potential effects of interest rate and FX
volatility on the funds in which OCI invests.
The blended portfolio leverage of the Oakley
Funds at an average of 4x, with all material
debt positions hedged, will ensure low
exposure to interest rate risks.
FX risks have been mitigated through the
active use of fund facilities as natural hedges,
alongside an increase in the fair value of non-
EUR denominated assets. These measures
have substantially reduced OCI’s indirect FX
exposure, positioning the portfolio to
weather potential volatility in global currency
markets.
The UK Labour Government’s 2024 Budget,
which was announced on 30 October 2024,
has introduced significant changes affecting
private equity and the broader investment
environment. Among the most notable is the
increase in the capital gains tax rate from
20% to 24%, which is likely to impact both
investment in OCI and general PE fundraising
efforts in the UK. This risk will continue to be
closely monitored throughout 2025/2026.
Another emerging risk being closely
monitored is the forthcoming introduction of
a 20% VAT on private school fees, effective
January 2025. This measure is expected to
increase the cost of private education for
families, potentially impacting demand and
affordability within the sector. However, while
the education sector constituted 19% of
OCI’s portfolio at year-end, the portfolio
companies directly affected represent less
than 2% of OCI’s NAV, thereby mitigating
initial concerns.
Since the UK general election on 4 July
2024, many fiscal changes have been widely
anticipated. A comprehensive analysis has
been undertaken to assess the potential
impact of these measures on OCI’s
investment portfolio, alongside broader
economic challenges such as uncertainty in
inflation trends, a potential reversal in capital
flows to private equity investments, and
slower growth prospects across key regions.
As a pan-euro investor, OCI has also factored
in evolving European security concerns.
Concurrently, growth forecasts for Europe
have been revised downward—from an
anticipated 2.5% to around 1.8%—reflecting
insights from the European Commission’s
Economic Outlook . In response, the
Investment Adviser has developed multiple
scenarios, adjusted for varying inflation
trends and shifting market dynamics, to be
integrated into the investment thesis and
Oakley’s scenario analysis. This proactive and
strategic approach ensures that OCI is well-
prepared to navigate fiscal shifts and
broader economic uncertainties.
The Pillar 2 Global Minimum Tax ('GloBE')
rules, which take effect on 1 January 2025
requiring companies with consolidated
revenues exceeding EUR 750 million to
maintain a minimum effective tax rate of 15%.
OCI is not expected to fall within the scope
of this regime. Nonetheless, this new
framework may have implications for the
private equity industry by affecting fund
performance, tax filings, and regulatory
complexity. OCI remains vigilant regarding
market participants' responses and monitors
any solutions they may adopt to address
these challenges.
Geopolitical risks
The geopolitical risks that shaped 2023
persisted through 2024 and are expected
to extend into 2025, with the conflict in
Ukraine still ongoing. At the end of 2024,
the conflict continued to pose risks to energy
and trade markets. However, the expectation
continues to be that there will be no material
impact for the Oakley Funds, which has been
the experience over the past two years.
Recent developments in the Middle East,
such as the Gaza ceasefire negotiations, the
release of hostages, and diplomatic
engagements between Israel and the US,
appear to have eased tensions. However, the
truce remains fragile due to the entrenched
nature of the conflict, the complex situation
in the West Bank, and strained relations
among Syria, Lebanon, and Israel, alongside
Turkey's emerging role in the region. While
the Oakley Funds remain insulated from
direct impacts, OCI will continue to monitor
the broader economic implications and any
shifts in foreign policy.
The newly elected US administration is
advancing policies to impose tariffs as a
means of regulating global trade. At the start
of 2025, negotiations are under way to
introduce a 25% tariff on most goods from
Mexico and Canada, alongside a 10% tariff on
all Chinese imports. This move is particularly
significant given the ongoing tensions in US-
China relations, notably over Taiwanese
sovereignty, which could see additional
tariffs spark further trade conflicts.
These measures have the potential to disrupt
global supply chains and create uncertainty,
especially in sectors such as Technology,
Business Services, and Consumer Goods that
rely heavily on Asian imports.
Looking ahead, longer-term risks include
potential climate-related resource shortages
and increased competition for critical
minerals essential to energy transitions.
Moreover, the elevated threat of state-
sponsored cyber-attacks targeting critical
infrastructure and national security assets
remains a concern, posing risks to global
operational resilience.
OCI together with Oakley continue to be
committed to accurate assessment and
monitoring of these risks, focusing on
mitigating or avoiding any material
exposures and adapting strategies to ensure
portfolio resilience in an increasingly
uncertain geopolitical environment.
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Stakeholder reporting
Engaging with our
stakeholders
The Board is committed to understanding OCI’s
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
impact of the Company’s operations on the community and
environment, fostering the Company’s business relationships
with service providers, and maintaining a reputation for high
standards of business conduct.
Our key stakeholder groups
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.
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Stakeholder group
Shareholders
z
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 capital
allocation strategy and the maintenance of
high standards of conduct and corporate
governance. The Board recognises the
importance of engaging with shareholders,
and endeavours to communicate clearly and
regularly act upon their feedback.
How the Board engages
Shareholder engagement: The Board
receives regular updates on key topics
discussed with shareholders from Oakley’s
Investor Relations Team who coordinate a
dedicated shareholder outreach programme
throughout the year. The Board members
also meet or connect with individual
shareholders on an ad hoc basis, through
which they are able to directly consider and
reflect on shareholder feedback.
Capital Markets Day: An annual event
consisting of presentations to institutional
shareholders and analysts by members of the
Board, senior managers from Oakley and
management of underlying portfolio
investment companies.
Publications: OCI’s Annual Report and
Accounts, along with the Half-year 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
The quarterly trading and NAV updates
provided throughout 2024 set out the
highlights during each period. These
highlights include the expansion of the
Company’s loan facility to £225 million, a
series of investments made by Fund V, Origin
I and Origin II, in addition to the completion
of successful exits from Fund III and Fund IV
investments, resulting in look-through
proceeds of £179m for the Company.
Considering stakeholder interests
All Directors of the Company are required to
hold shares in the Company to the value of
one year’s fees within three years of
appointment, aligning their interests with the
Company’s wider shareholder base.
The Company issues quarterly NAV updates
and regular RNS announcements to inform
shareholders of key transactions by OCI and
the Oakley Funds, increasing transparency
and facilitating greater shareholder
engagement.
The Board was pleased that the exceptional
quality of the Company’s 2023 Annual
Report and Accounts was recognised by five
award wins. Notably, OCI won 'Best Report
and Accounts – Alternative' at the AIC
Shareholder Communication Awards for the
third time, as well as awards across the
corporate reporting, investor relations and
digital landscape, demonstrating the
effectiveness of the Annual Report and
Accounts in informing stakeholders about
OCI and its underlying portfolio investment
activity.
The Board optimises capital management
through capital allocation to the Oakley
Funds, such as buybacks, dividends and
other capital management levers. The
company has transacted £72 million in share
buybacks since 2019 and will instigate
further buybacks when there is appropriate
liquidity to do so, taking into consideration
factors such as outstanding investment
commitments, the anticipated cadence of
capital calls and future fund opportunities.
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Strategic report
Stakeholder group
The community and
environment
R
Responsible investing and the consideration
of sustainability topics are key matters for the
Board and are central to the way the
Company operates.
The Directors believe that appropriate and
robust assessments of sustainability and ESG-
related opportunities and risks will lead to
more resilient business, creating long-term,
ongoing value, and this is reflected in OCI's
own initiatives as well as through partnerships
with Oakley.
How the Board engages
Regular updates: The Board receives regular
updates from Oakley’s Head of Sustainability
and has been fully engaged regarding the
activities of Oakley Capital and the Oakley
Funds throughout the year. The Board also
continues its own outreach initiatives and
makes a conscious effort to ensure it is
keeping up to date with developments in the
ESG topics, particularly as they relate to
transparent stakeholder communication and
reporting given its responsibly to OCI’s
investors.
Key topics during the year
Throughout the period, the Directors
considered the Company’s approach to EDI,
its carbon footprint assessment, reports from
the Investment Adviser on the underlying
portfolio companies, ESG programmes and
progress, as well as continuing the
implementation of Bermuda-based impactful
outreach initiatives.
Considering stakeholder interests
OCI pledges to actively support the local
community and organisations which are
aligned to its corporate values, placing
particular focus on outreach initiatives which
advance education and reduce
emmissions. OCI’s continued partnership with
Oakley reflects the Board's support of
Oakley’s strong sustainability foundation and
the stewardship programme conducted
across the Oakley portfolio, in collaboration
with the management teams.
See the ESG section of this report for further
detail.
Stakeholder group
Oakley Capital Limited
£
Oakley Capital Limited is the Company’s
appointed Investment Adviser, Administrator,
and Operational Services Provider, and the
Company invests solely in funds and Direct
Investments managed or advised by the
Oakley Group. The Board therefore
considers that maintaining a strong,
collaborative partnership with Oakley is
critical to the delivery of the Company’s
strategy, as well as facilitating operational
efficiencies through the leverage of
resources and capabilities across the Oakley
Group.
How the Board engages
Regular reporting: The Company receives
quarterly reports from the Investment
Adviser on the performance of the Funds
and the Direct Investments, highlighting
performance and potential new investments
and strategies, in addition to a range of other
matters, including compliance and risk
matters, capital allocation and planning
proposals.
Continuous dialogue: The Board maintains
open and constructive dialogue with the
Company’s Investment Adviser, engaging on
key matters impacting OCI.
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
The Board engaged with Oakley regarding
the recent placement of Time Out shares,
with the Company continuing to hold c.38%
of the Time Out shares. Meanwhile, Oakley
supported OCI with the conversion of $107
million of its preferred equity position in
North Sails into ordinary equity, allowing OCI
to better participate in future returns.
The Management Engagement Committee
conducts an annual review of both the
performance of the funds against peers and
market benchmarks and against the
activities set out in the contractual service
agreements between the parties, as
discussed in greater detail within the
Management Engagement Committee
report.
Considering stakeholder interests
OCI continues to benefit from the investment
Oakley is making in its process and
technology infrastructure, most notably via
the enhanced and timely reporting provided
to OCI by Oakley in its role as Administrator,
and Operational Services Provider. During the
year, several implementations have taken
place across the Oakley finance function in
support of the centralisation and
standardisation of financial reporting.
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Strategic report
Stakeholder group
Service providers
K
OCI engages independent service providers
in addition to Oakley where it is considered
appropriate to do so. 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
The Management Engagement Committee is
tasked by the Board to oversee the efficacy
of the Company’s services providers,
ensuring regular dialogue and engagement
with the key providers on a periodical cycle.
Key topics during the year
The Management Engagement Committee
considers the cadence of its key service
providers' review plan annually and, during
2024, in addition to its annual review of
Oakley, completed a formal review of Carey
Olsen as corporate services provider, and
Computershare as both registrar and
depositary. These reviews focused on the
service levels provided to the Company, the
fees paid to the service providers and the
quality of engagement with each provider.
Considering stakeholder interests
The Management Engagement Committee’s
reviews of Carey Olsen and Computershare
identified no material findings, with the
services provided to the Company and the
fees charged by both providers aligning with
the contractual arrangements and the
Board's expectations.
The Management Engagement Committee
will continue to consider the frequency of key
service providers reviews and will work
closely with each, as we believe the receipt of
high-quality services contributes to the long-
term success of OCI.
During 2024, the Company replaced its
financial adviser and broker, Liberum Capital,
with Deutsche Numis. Deutsche Numis is one
of the leading and most active specialists in
the Investment Trust sector, enabling OCI to
take advantage of their expertise as the
Company continues to grow.
Board commitment
Section 172 of the Companies Act 2006
OCI has complied with Section 172 of the UK Companies
Act 2006 (‘Section 172’), as set out in the Association of
Investment Companies Code of Corporate Governance.
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
the intention and importance of Section 172, which requires
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:
a) likely consequences of any decision in the long-term;
b) interests of the Company’s employees;
c) need to foster the Company’s business relationships
with suppliers, customers and others;
d) impact of the Company’s operations on the community
and the environment;
e) desirability of the Company maintaining a reputation for
high standards of business conduct; and
f) need to treat stakeholders fairly.
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Strategic report
Governance
This section includes the Board, Committee
reports, Directors' report and Remuneration
report.
Composition of the Board
135
Board of Directors
136
Corporate governance
138
Focus in 2024
138
Corporate governance statement
139
Corporate governance principles
142
Board committees
149
Audit Committee report
149
Risk Committee report
152
Management Engagement Committee report
154
Nomination Committee report
156
Governance, Regulatory and Compliance
Committee report
159
Remuneration Committee report
161
Remuneration report
162
Directors’ report
163
Investment policy
166
Statement of Directors' responsibilities
167
Alternative Investment Fund Manager’s Directive
168
In this section
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Oakley Capital Investments / Annual Report 2024 /
Governance
Composition of the Board
Robust oversight
from Independent
Directors
The Company welcomes Steve Pearce to the Board, who brings over 20 years’
experience advising UK listed PLCs and alternative investment funds.
Board engagement
Formal Board meetings in 2024
8
Board gender diversity
Male:Female ratio as at 31 December 2024
60:40
Board changes
The Board welcomes Steve Pearce as a new independent Non-Executive Director of the Company. Steve is
an experienced investment banker who brings a wealth of experience in corporate finance and capital
markets having spent over 20 years advising UK listed PLCs and alternative investment funds.
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, at the next Annual General Meeting (AGM), retire from office and if
appropriate, seek re-appointment.
View the Company’s bye-laws.
Following Steve Pearce’s appointment, the Board is now comprised of 40% female and 60% male Directors.
Of the five Board members, only Peter Dubens has been assessed by the Board as not being independent
due to his, and his alternate’s (David Till) involvement with the Oakley Capital Group, which provides the
Company with investment advisory, administration and operational services.
The Independent Directors consider both Peter's and David’s involvement in the Company’s Board to be
accretive to the overall performance of the Company, providing strategic industry insight. Peter and David
recuse themselves from decision-making processes where an actual or potential conflict of interest is
identified, such as not taking part in votes on investments into the Oakley Funds or capital activities at Time
Out or North Sails. Oakley ensures that the level of information provided to OCI is consistent with that
provided to other limited partners of the Oakley Funds.
Board activity
The Board met formally eight times during 2024, in addition to the Board members’ participation in the
individual committees, as discussed elsewhere in this report, and other ad-hoc meetings. This Board is
currently scheduled to meet formally nine times during 2025, with Directors regularly participating in
additional meetings as necessary for the Board to properly discharge its duties.
Biographies of the Directors, including details of their relevant experience and other current directorships,
can be viewed in the Board of Directors section.
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Oakley Capital Investments / Annual Report 2024 / Composition of the Board
Governance
Board of Directors
An independent Board with broad and relevant
experience to support OCI as it grows.
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 and leads the Board’s strategic and
operational discussions, the oversight of key service providers and the
annual review of the Board and Committee effectiveness.
Directorships of other publicly listed entities
• 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 has 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
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Governance
Fiona Beck Independent Non-Executive Director
Fiona was appointed to the Company’s Board in September 2020 and 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.
Fiona 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.
Directorships of other publicly listed entities
• Atlas Arteria Limited
• Ocean Wilsons Holdings Limited
• ibex Limited
Steve Pearce Independent Non-Executive Director
Steve was appointed to the Company’s Board in November 2024 and has
over 20 years’ experience as a corporate finance adviser to UK listed PLCs
and managing investment banking operations providing corporate broking,
equity capital markets and M&A services.
Steve is the CEO of Singer Capital Markets and previously spent 12 years at
Liberum where he was a founding member of its corporate advisory
business. Steve qualified as a chartered accountant with PwC and is a
graduate of Durham University.
Directorships of other publicly listed entities
• None
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 is an entrepreneur and founded
Oakley in 2002 to be the supportive financial partner he wanted to find at
the earlier stage of his entrepreneurial career. David Till serves as an
alternate Director to Peter.
Directorships of other publicly listed entities
• Non-Executive Chair of Time Out
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Oakley Capital Investments / Annual Report 2024 / Board of Directors
Governance
Governance / Corporate governance statement
Focus in 2024
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 2024
u
Engaged
Engaged with shareholders
on the performance of the
underlying investments and
capital allocation.
€
Negotiated
Negotiated the expansion of
the Company’s credit facility.
G
Evaluated
Evaluated the roles,
membership and terms of
reference of each of the
committees.
G
Evaluated
Evaluated the performance
of Oakley and other service
providers.
»
Recommended
Supported the Nomination
Committee recommendation
to reappoint the four
incumbent Directors, and the
appointment of a new
Director.
X
Approved
Approved the Dividend
Declarations of 2.25p each.
8
Monitored
Monitored the performance
of the underlying
investments.
G
Evaluated
Evaluated the independence
and credentials of KPMG and
alternate external audit firms.
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Oakley Capital Investments / Annual Report 2024 / Corporate governance
Governance
Corporate governance statement
Introduction from the Chair
“
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
On behalf of the Directors, I am pleased to present our
Corporate Governance report summarising our corporate
governance framework and explaining the robust and
effective approach that the Board has taken to
governance, which supports the long-term and sustainable
growth of the Company and aligns with shareholders’
interests.
In Q4, we welcomed Steve Pearce to the Board of
Directors and we look forward to the fresh insight and
expertise he will bring to bear on the Company’s
governance framework with the benefit of his experience in
advising listed companies, as we implement our plan to
move to the Main Market of the L.S.E.
In this section, we report on the Company’s compliance
with the AIC Code of Corporate Governance (the ‘AIC
Code’). The AIC Code sets out principles and provisions
regarding matters including stakeholder engagement,
against which we have reported in the Stakeholder
reporting section.
The Board notes the publishing of a new Listing Rules
regime in the UK, which came into force on 29 July 2024
(the 'UK Listing Rules'). The provisions relating to entities
listed on the Specialist Fund Segment of the London Stock
Exchange are unchanged, and therefore, the Company is
currently not directly impacted by this development. The
Company voluntarily complies with the UK Listing Rules, as
it had under the previous regime.
The Board of Directors meet regularly and are committed
to providing leadership and strategic direction of the
highest standard and 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 and sustainable
value for shareholders.
Board composition, independence, experience and training
The Company maintains a transparent and robust procedure
for reviewing the composition of the Board, assessing Director
independence, evaluating the suitability of, and appointing
new Directors, and holistically assessing the skills and
experience of the Board.
Composition – 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 and is overseen by the Nomination Committee.
Following the retirement of Stewart Porter in November 2023,
the Board was mindful that a new independent Director with
the right experience would help to build on the breadth of
skills of the existing Board members. After an extensive
search, utilising the services of a specialist external search
consultancy, the Company secured the appointment of Steve
Pearce to the Board in November 2024.
In recognition of the value of refreshing its membership
periodically, the Board has established fixed tenure for the
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, tenure 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 reflects this sentiment and
guides the Nomination Committee in recommending potential
director candidates. Further information is contained within
the Nomination Committee report.
Independence – The Company voluntarily applies the UK
Listing Rules and complies with the AIC Code obligations
relating to Director independence. Independence is assessed
and determined by the Company’s Nominations Committee.
This assessment includes, but is not limited to, ensuring that
the 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.
For the avoidance of doubt, the receipt of remuneration for
acting as a Director or any investment income attained by
virtue of their ownership of shares in the Company are not
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Oakley Capital Investments / Annual Report 2024 / Corporate governance
Governance
considered to be factors when assessing Director
independence.
Having reassessed the Board’s independence, with due
consideration also being given to the appointment of Steve
Pearce in November 2024, it has been determined that all
independent Directors continue to be considered
independent. The Company does not consider Peter Dubens
or his alternate, David Till, to be independent by virtue of their
respective positions held within the Oakley Group.
Director experience – The Directors have a range of
experience, knowledge and expertise which enables them to
effectively support and appropriately drive the Company’s
strategy. These skills include but are not limited to:
• Private Equity and Investment markets
• Investment banking and M&A
• Risk management
• Finance and audit
• Digital and cybersecurity
• UK PLC governance
• Bermuda law and regulation.
Having due regard to their obligations to the Company and in
light of Steve Pearce joining the Board, the Company’s
Nominations Committee has 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.
Board training – The Company’s training programme is
considered and overseen by the Governance, Regulatory and
Compliance Committee of the Board and establishes both the
induction programme for new Directors and ongoing training
to ensure continued awareness and understanding of their
duties, along with the risks the Company may face throughout
their tenure, including but not limited to cybersecurity and
market abuse.
The Board also receives thematic training from legal counsel,
subject matter experts within Oakley and other specialists as
appropriate. such as the Bermuda Personal Information
Protection Act ('PIPA'), which came into force from 1 January
2025, as well as annual training refreshers on topics.
Ongoing costs & KID disclosure
For the period ended 31 December 2024, the Company’s
ongoing charges were calculated as 2.87% (2023: 2.82%) 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. They comprise recurring costs, including operating
expenses that relate to the investment company 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.
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).
In September 2024, the UK Financial Conduct Authority
('FCA') and HM Treasury confirmed their intention to replace
the EU-inherited Packaged Retail and Insurance-based
Investment Products regulations (‘PRIIPs’) with a new
framework for Consumer Composite Investments (‘CCI’) in
2025.
In the interim, new legislation came into force in November
2024, exempting companies such as OCI from the PRIIPs
framework, including the removal of the obligation for
investment companies to produce a KID. The Company has
decided to voluntarily produce a KID until the new CCI
framework comes into force, however, it has removed the
costs previously disclosed costs in the interim as they are now
nil.
The AIC Code
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.
During 2024, the AIC published an updated version of its
Code, including enhanced provisions on corporate culture
reporting, risk management and internal controls, and Board
effectiveness. The updated Code applies to accounting
periods beginning on or after 1 January 2025 and is therefore
not applicable to this year’s Annual Report and Accounts. Any
required updates will be reflected in next year's report.
The Board considers that reporting consistent with the
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.
Managing conflicts of interest
'Conflicts of interest' is a standing agenda item at each of the
Company’s Board and committee meetings, requiring
Directors to confirm any existing conflicts of interest and
disclose any new potential conflicts as may arise. All conflicts
are maintained within the Company’s conflicts of interest
register and conflicted Directors do not take part in the
decision and voting where they may be conflicted.
The independent members of the Board are responsible for
making decisions about investments into Oakley Funds and
Direct Investments capital structuring, 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
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Governance
responsibilities to shareholders are understood and met.
The Company voluntarily applies the UK Listing Rules, where
appropriate. The UK Listing Rules require the Company to
include certain information in a single identifiable section of
this Annual Report, or a cross-referenced table indicating
where conflicts of interest are set out. The Directors confirm
that there are no conflict disclosures to be made in this regard,
save those listed below:
i. Director Remuneration – The Remuneration Committee
continues to determine that neither Peter Dubens nor his
alternate, David Till, should receive a Director's fee due to
their leadership of, and economic interest, in the wider
Oakley Capital Group (including Oakley Capital Limited),
which provides investment advisory, administration and
operational services to the Company.
ii. Oakley Capital Limited (the 'Adviser') – The Company has
in place an Administration Agreement and an Investment
Advisory and Operational Services Agreement with Oakley
Capital Limited, which is majority owned by Peter Dubens,
a Director of the Company. The Company’s Management
Engagement Committee conducts an annual review of the
Adviser.
iii. Overlapping Director Appointments – The Directors’
appointments to the boards of other listed businesses are
subject to regular review to ensure that any conflicts of
interest are handled appropriately. These appointments are
detailed in the Board of Directors section. 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 this 'overlapping' external directorship and
continues to conclude 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.
iv. Time Out Group PLC – While its overall economic interest
remained unchanged, the Company increased its direct
shareholding in Time Out Group PLC ('Time Out') from 20%
to 38% following: i) the in-specie transfer of shares in Time
Out resulting from the liquidation of Oakley Capital Private
Equity L.P. ('Fund I') in December 2023; and ii) the
successful placing of new ordinary Time Out shares in
November 2024. . The Company’s participation in the
placing constitutes a related party transaction pursuant to
Rule 13 of the AIM Rules with the directors of Time Out
taking appropriate advice and guidance from their
nominated adviser. Further details are set out within Time
Out’s RNS issued on 30 October 2024.
All Directors of the Company are required to hold shares in
the Company. For the avoidance of doubt, each Director’s
shareholding in the Company is not considered to present a
conflict with the interests of the wider shareholder base,
instead being viewed as an interest alignment mechanism
ensuring that decisions made by the Directors are in the best
interest of all shareholders. Directors’ shareholdings in the
Company are disclosed within the Remuneration section of
this report and publicly disclosed through RNS each time a
Director buys in the Company.
Board information and support
Having reviewed and considered the information the Board
has received throughout the year, it has been assessed as
having been provided in a timely manner and of an
appropriate quality to enable the Board to adequately
discharge its responsibilities.
Papers have been provided to the Directors in advance of the
relevant Board and committee meetings to allow adequate
time for reading and for further enquiries from Directors prior
to the meeting, where appropriate. Advanced issuance of
materials also allows any Director who is unable to join a
meeting to submit comments and questions in advance of the
meeting.
Further, the Board of Directors have regular and open access
to Oakley and other advisers which supports open and
constructive discussion at Board and committee 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/.
In practice, all Board members are eligible to attend all
committee meetings, unless conflicts would preclude them
from attending.
The Board assesses annually 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.
See Governance principles
Board leadership and purpose →
Division of responsibilities →
Composition, succession and evaluation →
Audit, risk and internal control →
Remuneration →
“
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
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Governance
Corporate governance principles
Board leadership and
purpose
Division of responsibilities
Composition, succession and
evaluation
Audit, risk and internal control
Remuneration
Principle A
A successful company is led by an effective Board, whose role is to promote the long-
term sustainable success of the Company, generating value for shareholders and
contributing to wider society.
Company position
Long-term sustainability, strategy development and the financial prospects of the
Company’s business model are considered on an ongoing basis as part of actively
engaged discussions by the Board.
Although past performance is not a guarantee of future results, the Company’s fund
investments continue to demonstrate value-creation, driven by earnings growth in
underlying portfolio companies. The Board manages the Company’s cash position closely
to enable existing commitments to Oakley Funds and share buybacks when appropriate.
The Nomination Committee performs an annual effectiveness assessment of the Board
and each of its committees to ensure continuous enhancement of Board practices, 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
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. The
Company’s investment policy can be found within this Annual Report.
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.
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Governance
Board leadership and
purpose
Division of responsibilities
Composition, succession and
evaluation
Audit, risk and internal control
Remuneration
Principle C
The Board should ensure that the necessary resources are in place for the Company to
meet its objectives and measure performance against them. The Board should also
establish a framework of prudent and effective controls, which enable risk to be assessed
and managed.
Company position
The Company’s regular Board and committee meetings provide frequent touchpoints for
measuring the Company’s performance against its 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 a risk is deemed to be above an early warning
threshold, the Board considers the taking of mitigating actions as a priority.
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
The Board is committed to maintaining high standards of conduct and engagement with
its shareholders and stakeholders. Refer to the stakeholder engagement reporting
section.
The Management Engagement Committee oversees and reviews the Company’s
relationships with key service providers, ensuring accountability and promoting value-
adding 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.
Principle E (not applicable)
The Board should ensure that workforce policies and practices are consistent with the
Company’s values and support its long-term sustainable success. The workforce should
be able to raise any matters of concern.
Company position
As agreed by the AIC and the Financial Reporting Council, Principle E is not applicable to
externally managed investment companies. This Principle is therefore not addressed as
part of this report.
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Remuneration
Principle F
The Chair leads the Board and is responsible for its overall effectiveness in directing the
Company. They should demonstrate objective judgement throughout their tenure and
promote a culture of openness and debate. In addition, the Chair facilitates constructive
Board relations and the effective contribution of all Non-Executive Directors, and ensures
that Directors receive accurate, timely and clear information.
Company position
As the Chair of the Company’s Board, Caroline Foulger leads a culture of constructive
challenge, openness and accountability, and demonstrates commitment to the highest
standards of corporate governance . Caroline was deemed to be independent at the time
of her initial appointment to the Board, and continues to be considered by the Board to
remain so.
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 noted within the Nomination Committee’s report here.
The Senior Independent Director, Richard Lightowler, leads an annual Board Effectiveness
Review, which includes an assessment of the effectiveness and independence of the
Chair.
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
Four of the Company’s five Directors are considered independent (Caroline Foulger,
Richard Lightowler, Fiona Beck, and Steve Pearce).
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 Capital 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’ judgement. The
Company’s Directors’ are obliged to declare their personal interests and positions at the
outset of their tenure, and on an ongoing basis thereafter. Where a Director conflict has
been identified, the remaining Directors will assess the nature of the conflict and the risk
it may pose to the decision-making process. The actions taken to mitigate conflicts will
vary depending on the specific circumstances and may include but are not limited to,
obtaining legal advice on the conflict, excluding the Director from decision-making for a
period of time, or delegating the Director’s vote to another Director.
The Company’s committees are open for other non-member Directors to attend, to the
extent that they are not conflicted. The attendance of non-committee member Directors
is a regular feature of the Committee meetings, which further enhances the transparency
of the Company’s governing body. 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.
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Remuneration
Principle H
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
The Company regularly reviews and considers the number of external appointments each
Director holds to ensure they have adequate time to dedicate to the Company.
A regular Board calendar is established ensuring that relevant meeting materials are
provided in advance. Meeting timetables allows sufficient time to discuss agenda items
and for robust discussion. Ad hoc meetings are held in accordance with business needs
to discuss time-sensitive matters.
The Management Engagement Committee promotes and supports continuous
improvement from both a tactical service delivery and a high-level strategic engagement
perspective with all key service providers.
Operational and administration services are provided by Oakley. Clear separation is
observed between the administration function, accounting and investment advisory
services, and the Directors have regular direct access to both senior- and junior-level
employees of Oakley as required.
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
Carey Olsen Bermuda provides the Company with corporate secretarial services and
maintains the Company’s registered address at the Carey Olsen offices in Hamilton,
Bermuda.
The Governance, Regulatory and Compliance Committee oversees the annual review of
the Company’s policies and procedures, which are supported by the Oakley Compliance
team.
The Directors and each of the committees continue to have access to independent
professional advice, at the Company’s expense, as appropriate.
The Risk Committee focuses on maintaining robust risk oversight by reviewing risk
policies and procedures throughout the year, receiving quarterly risk reports from Oakley
as adviser, and ensuring that OCI operates within its defined risk parameters.
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Division of responsibilities
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Audit, risk and internal control
Remuneration
Principle J
Appointments to the Board should be subject to a formal, rigorous and transparent
procedure, and an effective succession plan should be maintained. Both appointments
and succession plans should be based on merit and objective criteria and, within this
context, should promote diversity of gender, social and ethnic backgrounds and cognitive
and personal strengths.
Company position
The Nomination Committee completes a formal due diligence process on all
appointments, in addition to conducting annual reviews on the continued suitability of
Directors.
The decision-making process for Director selection and succession planning incorporates
the promotion of inclusiveness, diversity and variety of professional experience as well as
personal strengths. This approach is codified within the Company’s Board Diversity and
Succession policies.
The terms and conditions of appointment for Non-Executive Directors are detailed within
their letters of appointment and are available for inspection at the Company’s registered
office during normal business hours.
After a thorough recruitment process, Steve Pearce was appointed to the Board as an
independent Non-Executive Director in November 2024 and promptly disclosed through
an RNS.
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
The Board considers the respective Directors' skill sets and knowledge to be
complementary and provide a balance of experience and tenure. Each of the Directors
are subject to reappointment at the Company’s AGM following recommendations by the
Nomination Committee.
Refer to the Directors’ report for the biography of each Director.
All incumbent Directors were re-elected to the Board during the June 2024 AGM. Steve
Pearce, who was appointed to the Board in November 2024, will stand for reappointment
at the next AGM in 2025. Due to the long-term nature of the Company’s investments in
the Oakley Funds, Director continuity and succession planning are important
considerations for 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
Board and Committee effectiveness is formally assessed each year and actively seeks
feedback from key committee and Board meeting contributors from Oakley, which is
reviewed by the Nominations Committee.
The Company’s objective of promoting diversity, inclusion and collaboration feeds into
the nomination and evaluation process and is discussed within the annual diversity
disclosure of this report.
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Division of responsibilities
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Audit, risk and internal
control
Remuneration
Principle M
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
The Audit Committee considers the independence, quality and effectiveness of the
external auditors at least annually.
The Company rigorously adhered to its policy and procedure to ensure the
independence and effectiveness of external audit and integrity of the Financial
Statements and narrative reporting, particularly as it relates to the approval of the
provision of permitted non-audit services by the external auditor.
Given that OCI is a UK listed company, the Audit Committee has decided to voluntarily
apply the AIC Corporate Governance Code and aspects of UK Companies Act 2006,
specifically, the 20-year maximum audit tenure for all UK Public Interest Entities under EU
audit reform and UK adopted law. KPMG were first appointed as OCI’s Auditor for the
year-end 31 December 2007, and in applying the mandatory rotation rules, the final year-
end audit for KPMG will be 31 December 2026 or sooner. Consequently, the Audit
Committee has recently initiated a process to appoint a new auditor and is committed to
ensuring that the tender is fair and competitive.
Principle N
The Board should present a fair, balanced and understandable assessment of the
Company’s position and prospects.
Company position
The Company’s financial position and prospects are reviewed on an ongoing basis. This
includes assessment and monitoring of emerging and principal risks relevant to the
Company’s business model. The Annual and Half-yearly Reports and Accounts published
in 2024 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
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 considers the internal financial reporting controls of Oakley.
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Division of responsibilities
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Remuneration
Principle P
Remuneration policies and practices should be designed to support strategy and
promote long-term sustainable success.
Company position
All Independent Directors of the Company are paid a fixed Directors’ fee established at a
level to attract and retain high-quality candidates. Peter Dubens, who is not considered to
be independent, does not receive a Directors' fee.
Additionally, the Company has adopted a policy whereby Independent Directors are
required to hold shares in the Company to the value of, at a minimum, one year’s fees
within three years of appointment. As at 31 December 2024, all Directors, having been a
Director of the Company for at least three years, met this 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
The Remuneration Committee benchmarks the Directors' remuneration against market
peers at least annually to assess the ongoing appropriateness and fairness of its
remuneration framework. A review of Directors' remuneration was conducted in
November 2024, and the Remuneration Committee is considering whether the
remuneration paid is reflective of the level of engagement provided by the Directors and
aligned with the Company’s peers. 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
In setting Directors’ fees, the Remuneration Committee considers a number of factors
including: Company performance, operating complexities, individual contribution and
market circumstances. The Company’s Remuneration Committee is responsible for the
setting the remuneration of the Board, while ensuring that no Director determines their
own remuneration.
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Audit Committee report
“
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
Activities in 2024
• Oversight of financial reporting, including the Annual
Report and Half-year Report, and quarterly result and
other material announcements.
• Assessment of significant financial reporting
judgements and estimates, specifically understanding,
considering and challenging as necessary, the valuation
approach undertaken to determine the fair value of the
Oakley Funds and OCI’s Direct Investments.
• Evaluation of External Audit including the assessment
of audit quality, year-end audit opinion, performance
and skills of the external auditor and an assessment of
the confirmation of independence and approval of non-
audit fees.
• Initiation of audit tender process ahead of KPMG’s
required rotation in 2027.
Objectives for 2025
• Conduct the audit tender in preparation for the
appointment of a new external auditor, expected for the
FY26 year-end.
• Review of Oakley’s internal control environment as the
Oakley Group undertakes a transformation agenda in
support of a centralised data and system architecture.
• Continued oversight in respect of core responsibilities.
Role of the Audit Committee
The principal role of the Audit Committee is to consider the
following matters and make appropriate recommendations to
the Board to ensure that:
• the integrity of financial reporting and the Annual Report,
taken as a whole, is fair, balanced and understandable and
provides the information necessary for shareholders to
assess the Company’s performance, business model and
strategy;
• the independence, objectivity and effectiveness of the
appointed Auditor is monitored and reviewed. The
Committee additionally reviews the Auditor’s performance
in terms of quality, control and value and considers whether
shareholders would be better served by a change of
Auditor; and
• the financial reporting internal control systems of the
Company are adequate and effective.
2024 Report
The Committee held four meetings during 2024, each aligned
to the external reporting timetable of OCI. Ahead of each, a
meeting was held with the Chief Financial Officer and Group
Finance Director of Oakley, providing an opportunity to
understand and challenge any considerations related to the
financial and non-financial results of OCI.
During the year, the Audit Committee continued its focus on
significant judgements and estimates in the accounts, with the
most significant estimates in the Company’s Financial
Statements being the fair value of the unquoted investments
in the Oakley Funds and the fair value of OCI’s Direct
Investment in North Sails. This focus is replicated by OCI's
external auditors, with the same being identified as a
significant risk for the purposes of the FY24 audit.
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OCI's unquoted investments in the Oakley Funds amounted to
£998 million, representing 72% of OCI's portfolio and its
investment in North Sails amounted to £154 million and
represented 13% of OCI's portfolio at the year-end (with Time
Out making up the remaining 6% of Direct Investments). This
follows the conversion of $107 million of preferred equity in
North Sails into ordinary equity, facilitating OCI and its
shareholders in benefitting from the future returns of North
Sails given its recent positive trading momentum and
acquisitions; $77 million remains held in preferred equity and
attracting a coupon of 5% from 1 January 2025.
Recognising the importance of these significant judgements
and estimates on OCI's year-end results, the Audit Committee
considered the following key elements in its assessment of fair
values of Oakley Funds:
• valuation approach to underlying portfolio companies –
understanding input data, assumptions and methodologies
used;
• consistency in valuation approach;
• investments being 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 independent, third-party valuation of North Sails
commissioned by the Company;
• results of back-testing comparing realisations against
carrying values on disposal;
• internal controls, including the work of the Valuation
Committee at the Investment Adviser; and
• results of the independent audit, including detailed
discussions with the audit team.
The Audit Committee worked closely with Risk Committee to
understand the impact of emerging and incumbent risks in
portfolio valuations. The Audit Committee considered
macroeconomic trends, specifically the decline in borrowing
costs and the consequential availability of credit facilities and
the impact on valuation multiples as well as sector-specific
matters. Further, consideration was given to persistent
geopolitical risk which remained a significant factor in 2024
including the Russia-Ukraine and Middle East conflict. Middle
East, straining international relations, and increasing concerns
over the impact of China-Taiwan dynamics on European
technology manufacturing reliant on Asian imports.
The Audit Committee concluded that the valuation process
was effective in providing fair value estimates for the entire
portfolio, noting further that the valuations were all within the
ranges provided by the independent, third-party valuation
adviser. It also noted that the valuation process, internal
controls and accounting principles used were consistent with
previous years.
“
The Audit Committee has initiated a
tender process for the appointment of
a new auditor given our responsibility
to ensure the independence,
objectivity and effectiveness of the
appointed Auditor.”
Richard Lightowler Chair of the Audit Committee
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During the year, Oakley undertook significant implementation
projects in respect of the process, system and data ecosystem
related to both external and internal financial reporting to
produce more insightful and standardised reporting across the
Oakley Group. Given OCI’s relationship with Oakley and the
engagement of Oakley as OCI’s Operational Services provider
and Administrator of the Company, the Audit Committee made
it a priority to ensure it had sufficient oversight of these
projects, including the impact on key financial reporting
controls. Accordingly, the Committee reviewed formal updates
provided by the Oakley Group Finance Team and had regular
discussions with the Finance Team on the broader
transformation agenda, concluding that the financial reporting
internal controls are adequate and effective, and is pleased
with the enhanced value creation cultivated by the updated
financial reporting.
The Committee also receives regular reporting from the Oakley
Compliance function, and in line with its annual process, the
Management Engagement Committee conducted a formal
assessment of the performance of Oakley, including the
operating effectiveness of financial reporting controls and
reports back to the Board, with no material issues noted during
the period.
During the year, the Audit Committee reviewed and approved
the publication of the quarterly NAV, and the Half-yearly
Report and Accounts and the dividend declarations. The Audit
Committee also approved the FY24 Annual Report, confirming
to the Board that financial and narrative reporting is fair,
balanced and understandable.
The Committee is responsible for oversight of the external
Audit, including (but not limited to): assessment of audit
quality, including the audit team’s qualifications, expertise,
resources and the overall effectiveness of the audit process;
approval of their remuneration; approval of their terms of
engagement; assessing annually the audit team's
independence and objectivity and monitoring the Auditor’s
compliance with relevant ethical and professional guidance on
the rotation of audit partners and specialists.
The Company’s Auditor is KPMG Audit Limited ('KPMG' or the
‘Auditor’), located in Hamilton, Bermuda, which has been the
Company’s Auditor since 2007. Given the Audit Committee’s
responsibility to review the performance of the Auditor
annually, the Audit Committee met with KPMG three times via
their contribution at Audit Committee meetings including in
executive session. The Audit Committee chair also met with
KPMG privately outside of the Committee meetings and has
access to Oakley’s assessment of their performance through
conversations and reports provided by Oakley’s Chief Financial
Officer and Group Finance Director. Together, this interaction
supported the Audit Committee’s conclusion that the audit
was effective and that there should be a resolution to
shareholders to recommend the reappointment of KPMG at
the 2024 AGM.
The Audit Committee voluntarily applies the AIC Corporate
Governance Code and aspects of UK Companies Act 2006, as
OCI is a UK listed company. Given that, under EU audit reform
and UK adopted law, there is a 20-year maximum audit tenure
for all UK Public Interest Entities, the final year-end audit for
KPMG will be 31 December 2026. Consequently, the Audit
Committee has initiated a tender process to appoint a new
auditor.
OCI has a non-audit policy for approval of permissible non-
audit services, which must be approved in advance by the
Audit Committee, at which consideration is given to 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.
OCI’s FY24 audit fee was £0.17 million (2023: £0.17 million) and
Non-audit fees paid to KPMG amounted to £0.02 million (2023:
£0.005 million). Accordingly, the Audit Committee concluded
that there is no threat to KPMG’s independence. Further, KPMG
confirmed to the Audit Committee that it is satisfied that it
acted in accordance with relevant ethical and regulatory
requirements regarding independence.
The Audit Committee has a responsibility to oversee the
internal control environment of OCI and Oakley to assess the
likelihood that a control failure could result in a material
misstatement in the financial statements, loss to the business,
or significant reputational damage, penalties or sanctions.
No material control weaknesses or any suspicions of potential
fraud were identified by the Company during the year and up
to the date of approval of the Annual Report and Accounts.
The Audit Committee also considers the potential need for an
internal audit function on an annual basis and has concluded
that, currently, adequate internal Oakley assurance processes
exist to satisfy and validate the adequacy of internal controls.
The Company did not receive any whistle-blowing reports
during 2024 and continues, along with its key services
providers, to implement clear whistle-blowing and anti-bribery
and corruption policies.
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.
On behalf of the Board.
Richard Lightowler
Chair of the Audit Committee
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Risk Committee report
“
Achieving the Company's strategic objectives requires
the proactive identification, effective management, and
appropriate mitigation of risks, ensuring resilience and
adaptability in an evolving business landscape while
protecting long-term value for stakeholders.”
Richard Lightowler Chair of the Risk Committee
Activities in 2024
• Strengthened liquidity and
commitments monitoring through
expanded analysis and enhanced
risk management tools.
• Contributed to the refinement of
the capital allocation policy.
• Maintained a clear risk incident
report, free of material risk events
throughout the year.
• Assessed and quantified emerging
risks.
2024 Report
The Risk Committee plays a pivotal role in the oversight of
risk, establishing risk appetite and tolerances and leading
effective monitoring and management of current and
emerging risks critical to the Company’s objectives. Proactive
risk identification, management, and mitigation remain vital for
achieving strategic goals. The Board of Directors maintains
overall responsibility for the Company’s risk management
strategy, with the Risk Committee ensuring its effective
implementation by managing risk tolerance, overseeing
monitoring and reporting processes, and embedding risk
management practices into operations.
During 2024, the Risk Committee actively monitored
geopolitical risks and their macroeconomic implications, with
a focus on the Russia-Ukraine conflict, the escalation in the
Middle East, rising tensions in China-Taiwan-US relations, and
policy shifts following the newly elected US administration
and UK Government. The Committee regularly evaluated OCI’s
future liquidity and performance by analysing changes in deal
flow, exit activity, and expected capital calls under scenarios of
sustained inflation and elevated interest rates. These scenarios
were concurrently updated to reflect the improved realisations
achieved by OCI during the final six months of the year. Cash
flows are monitored against expected, stressed, and extreme
scenarios.
Despite the challenging global environment, the Company’s
portfolio allocation to cost-light and tech-enabled businesses
helped offset potential EBITDA and revenue impacts from
volatility in interest rates, currencies, and inflation.
Significant progress was made in evaluating lender
composition across OCI, Oakley Funds, and portfolio
companies. These efforts improved the credit quality of
selected banking counterparties and facilitated the refinancing
of key debt facilities, resulting in reduced debt servicing costs
and maintaining leverage at levels below peers.
The Risk Committee also supported the Board in advancing
the capital allocation policy and focused extensively on OCI’s
liquidity position under a range of expected and stressed
scenarios. Analyses of the ageing of commitments, assets, and
liabilities were conducted to reaffirm the Board’s liquidity risk
tolerance. This analysis informs capital allocation including size
of future commitments, size and utilisation of credit facilities,
any return to shareholders through dividend or buyback and
the potential use of other capital and liquidity levers.
Operational excellence remained a priority throughout the
year. The Risk Committee reviewed the risk register, drove
enhancements in the Governance, Risk, and Compliance tool,
and expanded the scope of risk assessments to include
enhanced ESG reporting, providing the Board with improved
visibility into emerging risks and greater oversight of control
effectiveness.
Looking ahead, the Risk Committee will continue working
closely with the Board to ensure that OCI operates within the
established risk tolerance levels. With new government
agendas emerging following a year of global elections, the
Committee will remain vigilant to potential changes that could
affect OCI’s liquidity or portfolio performance.
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The focus areas for 2025 include:
Cashflow Management, Capital and Liquidity Tools
The Risk Committee will continue its investment in tools and
strategies to enhance oversight of cashflow management,
liquidity and consideration of capital levers.
Emerging risks and political uncertainty
Set a proactive approach to understand and manage risks and
uncertainties arising from new political agendas, providing the
Board with actionable tools to mitigate potential impacts.
Regulatory awareness
Monitor regulatory changes, particularly in jurisdictions where
the Oakley group operates, and ensuring compliance with
new requirements.
Macroeconomic impacts
Remain vigilant to changes in the macroeconomic
environment and their potential impacts on OCI’s investments.
The Chair of the Risk Committee is appointed by the Board of
Directors. The role and responsibility of the Chair of the Risk
Committee is to set the agenda for meetings of the Risk
Committee and, in doing so, takes responsibility for ensuring
that the Risk Committee fulfils its duties under its terms of
reference.
The Risk Committee met twice during the year, with quarterly
reports supplied to the Board as part of the Board’s active
monitoring approach.
The Principal risks and uncertainties faced by the Company
are described in the Strategic Report. Note 6 to the
Consolidated Financial Statements provides detailed
explanations of the risks associated with the Company’s
investments.
On behalf of the Board.
Richard Lightowler
Chair of the Risk Committee
“
The Risk Committee continued to be
active in 2024 against the backdrop
of ongoing macroeconomic
challenges and continued geopolitical
risk.”
Richard Lightowler Chair of the Risk Committee
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Management Engagement Committee report
“
The Management Engagement Committee
reviewed the performance of the Oakley
Funds, and the ongoing quality and value
of the agreement with Oakley against the
agreed KPIs.”
Caroline Foulger Chair of the Management Engagement Committee
Other Management Engagement Committee members:
Richard Lightowler Committee member
Activities in 2024
• Reviewed the performance of the
Oakley Funds against peers and
market benchmarks.
• Thorough review of Oakley's
operational and administrative
service delivery against clearly
defined KPIs and feedback
provided in previous years.
• Review of services provided by
Carey Olsen and Computershare.
Management Engagement Committee role
The purpose of the Committee is to review on a regular basis
the appointment, remuneration and performance of, and
contractual arrangements with key service providers to the
Company.
Oakley is the Company’s main service provider, as the
Investment Adviser, Operational Services provider and
Administrator of the Company.
The annual review of Oakley focuses on ensuring that the
ongoing quality and value of the investment advisory,
operational and administrative services provided throughout
the year against the agreed KPIs. The review also includes an
assessment of the performance of the Company’s Fund and
Direct Investments for which Oakley provides investment
advice to the Company, including an ongoing benchmarking
exercise comparing share price to Total NAV return against
the Company's peer group.
During 2024, the Committee also conducted a review of two
of its key service providers: Carey Olsen as Company
Secretary and Computershare as both registrar and
depositary.
The Management Engagement Committee met three times
during the year and is scheduled to meet three times during
2025. The Committee formally reports to the Board on its
proceedings and the Chair of the Committee is appointed by
the Board of Directors.
Investment Adviser, Operational Service Provider and
Administrator
The Committee’s key focus continues to be the services
performed by Oakley, and ensuring these align with the
Investment Advisory and Operational Services and
Administration Agreements.
Factors assessed by the Committee within its reviews during
the year include:
• consideration of matters raised by the Committee in
previous reviews, and progress made by Oakley in relation
to the same;
• the financial performance of the Oakley Funds against
peers;
• quality of financial reporting;
• the quality and effectiveness of internal controls (as
observed in Audit Committee report and the Directors'
report);
• the continued performance of Oakley in line with
contractual arrangements and KPIs 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;
• ongoing support provided by the Oakley investor relations
team and, in particular, ongoing engagement with
shareholders; and
• continued evolution of ESG and diversity activities.
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Having reviewed the services set out within the agreement
and the agreed KPIs, and having reflected on the Adviser’s
interactions with the Company during the period, the
Committee’s review notes that:
I. the Adviser continues to be a Top performer when
benchmarking the financial performance of the Oakley
Funds against peers, with Fund III performing in the top 5%
across all KPIs and Fund IV performing in the top quartile
across the majority of KPIs.
II. the services received from the Adviser through 2024
continued to be of a high standard, and the associated
costs are considered to be both consistent with the market
and commensurate with the value provided;
III. the Adviser continued to make iterative resource and
procedural enhancements which build on the
recommendations raised within the 2023 review; and
IV. the Adviser is instructed to further prioritise progressing
initiatives to realise on the Direct investments the Company
has in Time Out and North Sails.
The Committee unanimously recommended to the Board that
the engagement with Oakley be continued and noted the
Adviser's ongoing commitment to the agreed KPIs during the
year.
Other key service providers
Throughout the year, members of both the Committee and
wider Board regularly discussed the performance of its service
providers. During 2024, the Committee conducted planned
reviews of Carey Olsen and Computershare. Following each of
these reviews, the Committee concluded that the Company
continues to receive a good level of service from each service
provider and therefore recommended to the Board that the
engagement with each provider continues for the following
year.
No other service providers were subject to an in-depth review
during the year, as this did not fall within the scope of the
intended rotational reviews. The Committee intends to
continue reviewing other key service providers on rotation,
informed by various factors, including any issues arising as
part of the receipt of services.
While the selection and instruction of key third-party service
providers remains the purview of the Board, in most instances,
the day-to-day relationships with other key service providers
are managed by Oakley on behalf of the Company.
Service provider diversity and inclusion
The Company welcomes and encourages diversity and
inclusion across its key service providers and its Board. The
Board believes that a wide range of experience, perspectives
and skills allows the Directors to share varying perspectives
and insights, helping to create an environment of balanced
and inclusive decision-making.
The Committee promotes the importance of leading by
example on, and encouraging, equity, diversity and inclusion
('EDI') within the Company, as well as within Oakley and the
underlying portfolio, and has duly considered diversity and
inclusion reporting provided by Oakley in relation to the
underlying investments.
In addition, the Board fully supports Oakley’s approach to EDI.
Over the last few years, Oakley has increased its emphasis on
EDI, including the implementation of policies around parental
leave, development of training programmes to support staff
through career progression and life milestones, and
implementation of annual employee feedback surveys which
underpin Oakley’s EDI programme.
On behalf of the Board.
Caroline Foulger
Chair of the Management Engagement Committee
“
The Company's Adviser continues to
perform strongly against the agreed
KPIs and provide services of a high
standard.”
Caroline Foulger Chair of the Management Engagement Committee
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Nomination Committee report
“
The 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
Activities in 2024
• Recommended the reappointment
of four Directors of the Board.
• Initiated and oversaw the search for
a new Director, including engaging
an executive search firm.
• Recommended the appointment of
Steve Pearce as a new independent
Non-Executive Director.
• Led a review of the Board’s
effectiveness and the Directors'
performance.
Nomination Committee role
The Committee ensures the continued effective operation of
the Board and its committees, by overseeing nominations,
appointments and reappointments to the Board. The process
undertaken by the Committee includes:
• reviewing the succession plans for the Chair of the Board
and Directors;
• assessment of Board effectiveness and Director
performance, in conjunction with the Remuneration
Committee;
• identifying Director skill and experience gaps and
coordinating searches for new qualified candidates to fill
independent Non-Executive Director vacancies, that align
with the specific criteria agreed by the Board; and
• agreeing a short-list of candidates and interviewing them,
both individually and with the Board as a whole.
The Committee's members elected to recommend Steve
Pearce as a new Board candidate, and the recommendation
was passed to the full Board for its determination on the
appointment. Thereafter, a new Director is subject to
reappointment at the next AGM along with the other Directors
standing for re-election.
The Board seeks a unanimous vote on the appointment of the
proposed candidate and it is also noted that Caroline, as Chair
of the Board, cannot vote on her own appointment as the
Chair.
The Company has adopted a formal policy of Board
succession, which also addresses the tenure of its Board as a
whole. The Company recognises the importance of reviewing
Board composition, suitability and tenure at least annually to
address the evolving needs of the Company. This helps to
ensure that the Company remains open to new ideas and
independent thinking while retaining necessary experience and
expertise in line with the needs of the Company, Bermuda
company law and the AIC Code of Corporate Governance.
The key pillars of the Company’s policy on Board succession
and diversity are set out below:
• Due consideration is given to the independence,
effectiveness, experience and contribution to the Company
when determining tenure of the Directors.
• Directors are typically appointed for an initial term of three
years (the Initial Term) and extensions to the Initial Term are
considered at the Board’s discretion and as advised by the
Nominations Committee.
• Notwithstanding this, tenure is subject to annual re-
appointment at the AGMs.
• Ensuring compliance with Bermudian economic substance
requirements by appointing a sufficient proportion of Board
members who are based in Bermuda.
• Maintaining an absolute minimum of two Directors to ensure
compliance with the Company’s bye-laws.
• Ensuring an appropriate skills balance across the Board as a
whole.
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Following a rigorous search process, the Committee
recommended the appointment of Steve Pearce as Non-
Executive Director. His appointment to the Board in November
2024 considered the experience and skill of candidates
interviewed for the role with the aim of securing the person
with the skills and experience that best complement those of
the existing Board members.
Board effectiveness
At the end of 2024, the Nomination Committee conducted an
Effectiveness Review of the Board. The results of the review
demonstrated a strong overall performance and an effective
Board, which was further bolstered by the appointment of
Steve Pearce in November 2024. It is the view of the
Nomination Committee that not only are the roles and
responsibilities of the committees well defined and distinct,
but that the workload is also appropriately distributed across
the Directors to best utilise their respective skills and
experience.
Diversity & Inclusion
The Board strongly supports the principle of boardroom
diversity and actively promotes diversity and inclusion
throughout its regular activities. The Board’s aim is to have
Directors with an appropriate mix of skills, experience and
knowledge recognising diversity of gender, social and ethnic
backgrounds, as well as cognitive and personal strengths. The
Board oversaw the creation and implementation 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.
During the recent search for a new independent Non-
Executive Director, we engaged an external consultant and
requested a diverse range of candidates for consideration to
allow the Board to make appointments on merit and against
objective criteria.
In accordance with UK Listing Rules, regarding disclosures on
the composition of the Board of Directors, the Company
provides below a summary of its performance against the
Board composition targets and, within the Corporate
governance principles section, includes narrative of the
Company’s succession planning.
The Board is comprised of five Directors, two of which
(including the Chair) are women, meeting the targets set
under the UK Listing Rules that the Board should be
constituted by at least 40% female members, with at least one
of these female Board members being in a senior position.
While the Company has not yet met the target of having at
least one Board member from a minority ethnic background,
it acknowledges the importance of ethnic diversity within
boards. Any new appointments will continue to seek a diverse
pool of candidates for consideration, with the ambition of
appointing someone from a minority ethnic background with
the right skill set and experience to support the best interests
of the Company and its shareholders.
The targets and the Company’s response as at 31 December
2024 are set out below, with the data being collected from the
Directors as part of voluntary and open discussions and in
compliance with applicable data protection regulation.
In accordance with UK Listing Rules of the FCA, the following
table sets out data, as at 31 December 2024, on the ethnic
background and the gender identity or sex of the individuals
on the Company’s Board.
Reporting table on ethnic background and gender identity or sex of the individuals
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
Gender identity or sex
Women
2
40%
1
N/A
Men
3
60%
1
Not specified/prefer not to say
–
–
–
Ethnic background
White British or other White (including minority-White
groups)
5
100%
2
N/A
Mixed/Multiple ethnic groups
–
–
–
Asian/Asian British
–
–
–
Black/African/Caribbean/Black British
–
–
–
Other ethnic group, including Arab
–
–
–
Not specified/prefer not to say
–
–
–
*OCI does not have its own Executive Management. All executive functions are outsourced to Oakley under the supervision of the Board.
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Board attendance
The Directors’ attendance at all Board and Committee meetings throughout 2024 is as shown in the table below. Attendance of
Committee meetings is shown only where Directors are members of that Committee.
Director
Board
meetings
(8)
Audit
Committee
(4)
Governance,
Regulatory
and
Compliance
Committee
(3)
Management
Engagement
Committee
(3)
Nomination
Committee
(3)
Risk
Committee
(2)
Remuneration
Committee
(2)
Caroline Foulger
8
4
3
3
3
2
Fiona Beck
8
4
3
2
Peter Dubens (or David Till as alternate)
5
Richard Lightowler
8
4
3
3
2
2
Steve Pearce1
1
1. Steve Pearce was appointed at the Board meeting held in November 2024. No other Board or Committee meetings were held in the year following his
appointment.
Independence
In line with the Company’s Board Succession Policy, due
consideration is given to Director independence before
recommending the appointment or reappointment of Directors
to the Board.
Considering the Nomination Committee’s assessment of the
effectiveness of the Board, their respective time commitments,
skills and expertise, it was also recommended that all Directors
be put forward for reappointment at the 2024 AGM.
The Company does not consider Peter Dubens or his alternate,
David Till, to be independent by virtue of the respective
positions held within the Oakley Group. In the interest of
maintaining an otherwise independent Non-Executive Director
Board membership, the Nomination Committee discussed the
appointment of a new independent Non-Executive Director
during 2024, and accordingly recommended the appointment
of Steve Pearce to the Board.
On behalf of the Board.
Caroline Foulger
Chair of the Nomination Committee
“
The Board will continue to assess the
overall tenure and composition of its
Board in response to its evolving
needs.”
Caroline Foulger Chair of the Nomination Committee
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Governance, Regulatory and Compliance Committee report
“
The Governance, Regulatory, and
Compliance Committee continuously
enhances governance processes to ensure
the Company's conduct aligns with best
practices.”
Fiona Beck Chair of the Governance, Regulatory and Compliance Committee
Other Governance, Regulatory and Compliance Committee members:
Caroline Foulger Committee member
Activities in 2024
• Preliminary review of the updated
AIC Code which shall apply to the
Company’s 2025 Annual Report
and Accounts.
• Cost and charge disclosure updates
following UK FCA and HM Treasury
forbearance.
• Preparing the Company for the
Bermuda Personal Information
Protection Act (‘PIPA’) including the
appointment of a Privacy Officer.
• Comprehensive review, update and
approval of all policy documents.
Governance, Regulatory and Compliance Committee role
The Company’s Governance, Regulatory and Compliance
Committee principal responsibilities are to consider, evaluate,
monitor and thereby ensure the Company’s ongoing
compliance with applicable laws and regulations, relevant
codes, including the AIC Code best practice, and general
compliance with and maintenance of the Company’s policies.
The Committee met three times during the year and formally
reports to the Board. Attendance is encouraged for all Board
members as it serves as a forum for regulatory awareness and
complements the broader annual training programme. The
Board members, or their respective alternate, attended the
majority of Governance, Regulatory and Compliance
Committee meetings held throughout 2024.
Governance, Regulatory and Compliance updates
AIC Code – the Committee notes the Association of
Investment Companies has published an updated version of its
AIC Code, and that the updated Code applies to accounting
periods beginning on or after 1 January 2025, with the
exception of Provision 34, which is applicable for accounting
periods beginning on or after 1 January 2026. The updated
Code is therefore not applicable to this year’s Annual Report
and Accounts. Any required updates, which are not anticipated
to be material, will be reflected in next year's report. 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.
The Company’s compliance with the AIC Code is summarised
as part of the Corporate Governance report.
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PIPA – The Bermuda Personal Information Protection Act
(‘PIPA’) came into force on 1 January 2025 and all Board
members undertook PIPA training provided by a third party.
PIPA is similar to the European and UK General Data Protection
Regulation or ‘GDPR’. The Company already complied with
GDPR, however completed a gap analysis to ensure that
specific PIPA obligations were met. In readiness for PIPA, OCI
appointed a Privacy Officer and, with support provided by
Bermuda legal counsel and Oakley Capital, reviewed and
updated its internal policies and procedures, and updated the
privacy notice published on the Company’s website.
Cost and charge disclosure – In 2024, the UK FCA and HM
Treasury announced that the existing UK Packaged Retail
Insurance-based Investment Products (PRIIPs) Regulations
would no longer be applicable to closed-ended investment
companies, such as OCI, referred to as forbearance. This
position was reinforced by new legislation, the Packaged Retail
and Insurance-based Investment Products (Retail Disclosure)
(Amendment) Regulations 2024, which came into effect in
November 2024 and specifically excludes such companies
from the requirements on the PRIIPs framework. As a result,
OCI is no longer required to publish its ongoing costs by way
of a KID, and the Company is following the consultation
regarding the FCA’s CCI regime framework.
In the interests of transparency, the Company currently
continues to publish a KID with costs and charges set as nil to
accurately represent the charges incurred directly by the
shareholders, and directs shareholders or prospective investors
to the Annual Report and Accounts for details of the costs and
charges borne by the Company.
OCI welcomes these measures as they empower investors to
make fully informed decisions based on accurate information.
Further information on OCI’s ongoing costs and charges are
detailed in the Financial Statements within this Annual Report
and Accounts.
“
Looking forward to 2025, the
Committee will continue to monitor
the development of legal and
regulatory developments and their
application to OCI.”
Fiona Beck Chair of the Governance, Regulatory and Compliance
Committee
Tax compliance
The Committee continued to ensure that 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, including education on Bermuda Corporate Income
Tax which supported the Committee in concluding that it was
not applicable for OCI at present.
On behalf of the Board.
Fiona Beck
Chair of the Governance, Regulatory and Compliance Committee
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Remuneration Committee report
“
We have upheld our dedication to aligning
our compensation strategies to ensure fair
and appropriate Director Remuneration.”
Richard Lightowler Chair of the Remuneration Committee
Other Remuneration Committee members:
Caroline Foulger Committee member
Activities in 2024
• Considered Director remuneration and any changes that may be required,
having observed and assessed market-relevant remuneration practices, to
ensure a fair and competitive remuneration structure with a focus on
maintaining objectivity and quality.
Remuneration Committee role
The Remuneration Committee is tasked with reviewing and
determining, on an annual basis, the level of fees payable to the
Company’s Directors, with a view to ensuring the appropriate
remuneration of the Board, while ensuring no Director
determines their own remuneration.
The Committee’s key objective is to maintain a competitive
remuneration model that attracts and retains high-calibre
members of the Board and aligns with the Company’s culture
and values, and does not encourage inappropriate or excessive
risk taking – by being a fixed fee rather than performance
linked. Remuneration is reflective of the level of engagement
maintained by each Director across a full Board and
Committee schedule and the quality of contribution made
throughout the year. The remuneration framework is designed
to ensure that Directors are free of conflict and act in the best
interests of the Company.
Compensation for loss of office
There are no agreements between the Company and its
Directors providing for compensation for loss of office that
occurs because of a change of control.
Remuneration Committee activity
The Committee conducted a comprehensive review of Director
remuneration in November 2024. In performing the review, the
Committee: obtained an independent market study on director
remuneration models and trends; performed a broader market
study using information collected from NED recruiters and
publicly available data; considered the results of Board
effectiveness surveys conducted over recent years; and
considered both the time committed and responsibilities
carried by individual Board members.
The Company’s Board and Committee 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 number of ad hoc meetings and meetings with Oakley
have remained at the same cadence as in 2023.
Having considered the comprehensive review undertaken by
the Committee in 2024, and taking into account the current
market trends, inflationary drivers and the significant
commitment of Board members outside of the Board and
committee cycle, it was recommended to the Board, and was
approved that:
• Director remuneration would continue to be paid on a fixed
fee basis to the rates attributed to each role, as agreed in
2023;
• 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;
• in line with previous years, no fees will be paid to Directors
who also hold executive management roles with Oakley
Capital Limited; and
• the Committee will continue to perform an annual
assessment of Director remuneration.
On behalf of the Board.
Richard Lightowler
Chair of the Remuneration Committee
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Remuneration report
The annual fees for Non-Executive Directors who served in the
period from 1 January 2024 to 31 December 2024 were
reviewed in November 2024. Directors are remunerated in the
form of fixed fees payable to the Director, typically in US
dollars as the currency of the Company’s Bermuda residence.
An additional fee is paid to the Chair of the Board and to the
Audit Committee Chair (in recognition of extra workload and
responsibility, in line with market practices).
The total amount of remuneration paid by the Company to its
Directors in respect of the year ended 31 December 2024 was
£414,000 (2023: £528,000), the year-on-year decrease is due
to the retirement of Stewart Porter in November 2023, who
was replaced by the appointment of Steve Pearce to the
Board in November 2024. There are no long-term incentive
schemes provided by the Company and no performance fees
are paid to Directors.
Peter Dubens and his alternate, David Till, are each Directors
of the Oakley Capital Group and serve without receiving a fee.
No Director has a service contract with the Company and
each Director is appointed by a letter of appointment setting
out the terms of their appointment.
Directors’ interests in shares of the Company
While there is no legislative requirement for Directors to own
shares in the Company, having a minimum long-term
shareholding requirement is seen as best practice among
listed companies. Each Director is required to buy and hold
sufficient stock in the Company to represent a minimum of
one year’s remuneration, based on the current year’s fees. Any
newly appointed Director is required to purchase stock to that
level within three years from the date of their appointment. All
Directors are in compliance with the policy and the table
below shows the number of shares each Director holds in the
Company, as at 11 March 2025.
Director
11 March 2025
13 March 2024
Caroline Foulger
204,380
164,380
Peter Dubens
20,166,360
19,616,360
Richard Lightowler
192,200
167,200
Fiona Beck
60,000
50,000
Steve Pearce (N/A as appointed in November 2024)
18,757
N/A
Save as disclosed above, none of the Director’s nor any member of their respective immediate families has been identified as
having an interest, whether beneficial or non-beneficial, in the share capital of the Company.
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Directors’ report
Investment management and administration
The Company is a self-managed Alternative Investment Fund
(AIF). The Board has the ultimate decision on whether the
Company invests in the Oakley Funds, in line with its
investment policy.
Typically, the Company’s decisions are made after reviewing
the recommendations provided by the Investment Adviser, in
consultation with legal and other advisers where appropriate.
The Directors do not make investment decisions on behalf of
the Oakley Funds themselves, nor do they have any role or
involvement in selecting or implementing transactions on their
behalf, 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
Capital Limited is incorporated in the UK and is authorised
and regulated by the UK Financial Conduct Authority ('FCA'),
and makes investment recommendations to the Company
along with structuring and negotiating deals for the Oakley
Funds.
The Directors believe that the direct relationship with Oakley
continually enhances the long-term value provided to
shareholders. The Management Engagement Committee
formally reviews the performance of Oakley at least annually.
Share issuance and buybacks
No ordinary shares were issued or repurchased during 2024.
The Company has in place authorisation to buy back shares in
the market, where it considers appropriate 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, and to prove a return to shareholders.
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 buyback will only be exercised when
thought to be in the best interests of the Company and its
shareholders, and in consideration of the broader capital
allocation strategy and Company liquidity.
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 2024:
Shareholder
% voting rights
31 December 2024
Oakley Capital Investments Limited Directors and Company Related Holdings
12.43
Asset Value Investors
7.56
Hargreaves Lansdown, stockbrokers (EO)
6.37
CCLA Investment Management
5.08
Interactive Investor (EO)
4.54
Jon Wood & Family
4.54
Carnegie Fonder
3.75
City of London Investment Management
3.46
Lazard Asset Management
3.32
Share capital and voting rights
As at the date of this report, the Company holds no
ordinary shares in treasury, therefore the number of
ordinary shares in issue is:
176,418,438
Dividend
Full-year 2023 + interim 2024
4.5p
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Dividend policy and distributions
The Board has adopted a dividend policy that balances
providing consistent cash flow to investors with ensuring that
sufficient liquidity is maintained for investment opportunities
and working capital requirements. The Directors recommend a
final dividend payment in respect of the ordinary shares of the
Company at a rate of 2.25 pence per share (2023: 2.25 pence
per share) in addition to the interim dividend of 2.25 pence
per share (2023: 2.25 pence per share) which was paid in
respect of the six months to 30 June 2024, on 18 October
2024.
Operational service fees
Oakley 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; and b) administration
services to the Company under the Administration
Agreement.
For the year ended 31 December 2024, ongoing charges were
calculated as 2.87% (2023: 2.82%) 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.1 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.
1. The AIC Code was updated during 2024 and applies to accounting periods
beginning on or after 1 January 2025. Any changes in this regard will be
reflected in next year’s Annual Report and Accounts.
Stewardship and delegation of responsibilities
The Board has delegated to Oakley substantial authority for
carrying out the day-to-day administrative and operational
functions of the Company under each of the agreements in
place between the parties. Oakley is also responsible for
furnishing the Company with regular feedback on its activities,
which allows the Board to track developments within the
portfolio.
The Investment Adviser has a policy of active portfolio
management, ensuring 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
An AGM was held on 3 June 2024, with the results published
by RNS on the same day.
In compliance with the bye-laws of the Company, the AGM for
2025 will be conducted within 15 months of 3 June 2024.
Details of the next AGM will be published separately to this
report.
Capital Markets Day
The Board held its annual Capital Markets Day in May 2024,
consisting of presentations to shareholders and analysts by
senior members of Oakley and management teams from a
selection of the Oakley Funds’ portfolio companies. Caroline
Foulger, was in attendance and was joined by 145 institutional
investors, advisers and analysts – 68 of those attended in-
person while a further 77 joined virtually. Key topics discussed
during the 2024 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 Liberty Dental Group,
World Host Group and Dexters; and
• responsible investment – the journey so far and our focused
ESG programme.
Public reporting
The Company’s Annual Report and Accounts, along with the
interim results, quarterly trading updates and ad hoc RNS
releases, are prepared in accordance with applicable
regulatory requirements and published on the Company’s
website.
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
time period has been chosen as a period over which the
Board can reasonably, and with a sufficient degree of
likelihood, assess the Company’s prospects and over which
the existing Oakley Fund commitments are expected to be
largely drawn.
164
Oakley Capital Investments / Annual Report 2024 / Directors’ report
Governance
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 Board provides for ongoing analysis and monitoring
against risk appetite.
Strategic considerations of the Board as it relates to financial
prospects of the Company include:
• Credit facilities: The Company increased commitments
from lenders to £225 million, thereby increasing OCI’s
flexibility and liquidity.
• Foreign exchange risk hedging: The Company continued
to not hedge its foreign exchange exposure due to the
unpredictable timing and quantum of private equity fund
capital calls and distributions, however it does endeavour
where possible, to strategically manage its foreign currency
transactions, and in doing so, create a natural hedge.
• Cash management: Cash flow forecasts are regularly
monitored to ensure that the Company can meet ongoing
commitments to the Oakley Funds, on both a base case
and in stressed scenarios.
• The extent to which the assets on the balance sheet of the
Company are marketable or convertible to cash.
• Commitment to future Oakley Funds: Commitments are
based on analyses of liquidity forecasts and investment
opportunities.
• Share buybacks: The Company periodically implements
share buybacks for cancellation as part of its overall capital
allocation and liquidity considerations.
Viability statement
Based upon this assessment, the Directors confirm they have
a reasonable expectation that the Company will continue in
operation and meet its liabilities as they fall due over the
period of three years from the date of this report.
Going concern
The Directors have determined that the Company will be able
to continue for the foreseeable future (being a period of 12
months from the date of this report). This determination is
based on the assessments outlined within this report, the
nature of the Company’s business, and the investments that it
makes.
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.
Service providers and significant agreements
Where it is necessary to do so, the Company engages service
providers to perform certain functions on its behalf. The Board
collectively and collaboratively promotes open dialogue with
its key service providers through a combination of formal
meetings and calls, as well as informal communications
throughout the year where appropriate.
The following agreements and service providers are
considered significant to the Company:
• Oakley as Investment Adviser, Administrator and
Operational Services Provider under the terms of such
relevant respective agreements;
• Carey Olsen as Company Secretary and legal advisers to
the Company as regards Bermudian law;
• Travers Smith as legal advisers to the Company as regards
UK listed matters;
• KPMG Audit Limited as appointed Auditor to the Company;
• Deutsche Numis Ltd as broker and financial adviser; and
• Computershare Investors Services PLC as CREST
depository to the Company.
The Management Engagement Committee’s role is to review
on a regular basis the appointment, remuneration and
performance of the key service providers to the Company,
with a key focus on Oakley.
Disclosure of information to the Auditor
Having made enquiries of their fellow Directors and key
service providers, each of the Directors confirms that:
• to the best of their knowledge and belief, there is no
relevant financial information of which the Company’s
Auditor is unaware; and
• they have taken all the steps a Director might reasonably
be expected to have taken to be aware of relevant financial
information and to establish that the Company’s Auditor is
aware of that information.
Donations
During the year to 31 December 2024, no donations were
made to political parties or political organisations, or
independent election candidates.
Post balance sheet events
The Board of Directors has evaluated subsequent events from
the year end through to the 12 March 2025, which is the date
the annual consolidated financial statements were available for
issue. The following event has been identified for
disclosure: On 12 March 2025 the Board of Directors approved
a final dividend of 2.25 pence per share in respect of the
financial year ended 31 December 2024. This is due to be paid
on 25 April 2025 to shareholders registered as holding shares
in the company on 20 March 2025, being the ex-dividend
date.
On behalf of the Board.
Caroline Foulger Chair
12 March 2025
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Oakley Capital Investments / Annual Report 2024 / Directors’ report
Governance
Investment policy
The Company invests in the Oakley Funds and two legacy Direct Investments.
Over more than 20 years, Oakley has built a strong track record with its Funds
investing in high-growth European businesses across four complementary core
sectors:
{
Technology
As business migrates to
the cloud, we invest in
companies looking to
offer efficiency and
productivity gains
through digitalisation.
D
Education
As global demand for
high-quality accessible
learning increases,
online platforms and
market consolidation
are delivering provision
at scale.
x
Consumer
As consumers continue
the shift to online and
migration to the cloud,
several regions and
sectors are ripe for
digital disruption.
h
Business Services
As the data-driven
economy becomes
more complex,
businesses need
mission-critical, tech-
enabled services to
succeed.
The Company provides its shareholders with access to private
equity investments by investing in a diversified portfolio of
Oakley Funds across four investment strategies, with the
Oakley Private Equity Funds Portfolio covering small and mid-
buyout and the Oakley Venture Fund Portfolio covering
Venture Capital and Growth Tech.
Cash held by the Company is invested in line with treasury
guidelines set by the Board and is typically held as cash
deposits or near-cash deposits in line with the Company’s risk
appetite.
The 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 determined that its
current strategy is to not participate in new direct investment
opportunities.
Reinvestment
On any realisation of investments, the Company may reinvest
funds not required to meet existing Fund commitments in any
of the following ways:
• by way of commitment to a future Oakley Fund;
• in cash deposits and cash equivalents; or
• share buybacks.
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 investment
aims of the business.
Changes to the investment policy
No material changes have been made to the Company’s
investment policy during the year.
Investment activity
In 2024, OCI’s portfolio saw the completion of several
investments and successful exits.
Fund V continued in its investment cycle, acquiring holdings in
Steer Automotive Group, ProductLife Group, I-TRACING,
Assured Data Protection and Konzept & Marketing, combined
with bolt-on activity across its growing portfolio. The Origin I
fund acquired two new companies, Alerce and Horizons
Optical. Origin II fund made its first acquisition with
vitroconnect in July 2024. In total, the look-through
contribution of OCI in 2024 stood at £299 million.
The completion of exits in Ocean Technologies Group and
idealista, both Fund IV investments, and Schülerhilfe, Fund III,
in Q4 2024 resulted in OCI receiving look-through proceeds of
£179 million.
166
Oakley Capital Investments / Annual Report 2024 / Investment policy
Governance
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual
Report and Consolidated Financial Statements in accordance
with applicable law and regulations.
Bermuda company law requires the Directors to produce
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:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable and
prudent;
• state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the Consolidated Financial Statements;
• assess the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern;
and
• use the going concern basis of accounting unless it is
inappropriate to presume that the Company will continue in
business.
The Company’s Consolidated Financial Statements can be
found here.
The responsibility for the maintenance and integrity of the
website has been delegated to the Operational Services
Provider and Administrator. The work carried out by the
Auditor does not include 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 following them being published on the
website.
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 Companies Act 1981 (as amended).
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;
• the Consolidated Financial Statements, prepared in
accordance with IFRS, present fairly, in all material respects,
the assets, liabilities, financial position and profit or loss of
the Company and, taken as a whole, are in compliance with
the requirements set out in the Bermuda Companies Act
1981 (as amended);
• the Annual Report includes a fair review of the development
and performance of the business and position of the
Company and a description of the principal risks and
uncertainties the Company faces;
• the Investment Adviser’s report, together with the Directors’
report and Chair’s statement, include a fair review of the
information as required; and
• the Annual Report and Consolidated Financial Statements,
taken as a whole, provide the information necessary to
assess the Company’s position and performance, business
model and strategy, and are fair, balanced and
understandable.
Affirmed independently and collectively by:
Caroline Foulger
Richard Lightowler
Fiona Beck
Peter Dubens
Steve Pearce
167
Oakley Capital Investments / Annual Report 2024 / Statement of Directors' responsibilities
Governance
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 UK Listing Rules in place at time
of publishing and/or accounting
standards and are presented in other
sections of this Annual Report.
Further details on the Company’s compliance with the UK
Listing Rules is set out within the Corporate Governance
Statement of this document. 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
company incorporated in Bermuda and its ordinary shares are
traded on the Specialist Fund Segment of the London Stock
Exchange’s Main Market. The Company’s registered office is:
5th Floor, 11 Bermudiana Road, Pembroke HM08, Bermuda.
Investment policy
See our Investment policy section for details.
Liquidity management
As the Company is a self-managed non-UK AIF, it is not
required to comply with Chapter 3.6 of the Investment Funds
sourcebook of the FCA in relation to liquidity management.
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. This liquidity reserve
also supports covering expenses, returning capital to
shareholders through dividends, undertaking share buybacks,
and addressing other financial requirements as they arise.
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 administration fees, operating expenses and
credit facility fees payable by the Company, refer to Note 7 of
the Notes to the Consolidated Financial Statements.
Fair treatment of shareholders and preferential treatment
The Company will treat each of the Company’s shareholders
fairly and will not give any shareholder preferential treatment,
unless such treatment is appropriately disclosed. No
shareholder currently obtains preferential treatment or has the
right to obtain preferential treatment.
Remuneration disclosure
The Company’s remuneration process is overseen by the
Remuneration Committee.
The total amount of remuneration paid by the Company to its
Directors during the year ended 31 December 2024 was
£414,000 (2023: £528,000).
Director remuneration is comprised of a fixed fee only, as
recommended by the Remuneration Committee and
approved by the Board annually. No variable remuneration or
carried interest is paid. Fixed remuneration was composed of
agreed fixed fees. There were four beneficiaries of this
remuneration, including the new Board member appointed in
November 2024, as described in the Composition of the
Board section.
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Oakley Capital Investments / Annual Report 2024 / Alternative Investment Fund Manager’s Directive
Governance
Consolidated
Financial
Statements
The Notes to the Consolidated Financial
Statements are an integral part of these
Consolidated Financial Statements.
Independent Auditor's Report
170
Consolidated statement of comprehensive income
173
Consolidated balance sheet
174
Consolidated statement of changes in equity
175
Consolidated statement of cash flows
176
Notes to financial statements
177
1. Reporting entity
177
2. Basis of preparation
178
3. Segment information
179
4. Material accounting policies
181
5. Critical accounting estimates, assumptions and
judgement
183
6. Financial risk management
184
7. Expenses
188
8. Investments
189
9. Net gains/(losses) from investments at fair value
through profit and loss
191
10. Disclosure about fair value of financial
instruments
192
11. Cash and cash equivalents
197
12. Trade and other receivables
197
13. Trade and other payables
197
14. Interest income
197
15. Taxation
198
16. Earnings per share
198
17. Net Asset Value per share
198
18. Share capital
199
19. Dividends
199
20. Commitments
199
21. Borrowings
200
22. Related parties
200
23. Events after balance sheet date
200
In this section
169
Oakley Capital Investments / Annual Report 2024 /
Financial statements
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 2024, 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.
In our opinion, the accompanying consolidated financial
statements present fairly, in all material respects, the
consolidated financial position of the Company as at 31
December 2024, and its consolidated financial performance
and its consolidated cash flows for the year then ended in
accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (IFRS Accounting
Standards).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s
responsibilities for the Audit of the Consolidated Financial
Statements section of our report. We are independent of the
Company in accordance with International Ethics Standards
Board for Accountants International Code of Ethics for
Professional Accountants (including International
Independence Standards) (IESBA Code) together with the
ethical requirements that are relevant to our audit of the
consolidated financial statements in Bermuda and we have
fulfilled our other ethical responsibilities in accordance with
these requirements and the IESBA Code. We believe that the
audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
consolidated financial statements of the current period. This
matter was addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on this matter.
Valuation of unquoted investments (Level 3)
As discussed in Notes 8 and 10 to the consolidated financial
statements, the Company holds unquoted investments that
are measured at fair value. The unquoted investments are the
largest asset class representing 87% (2023: 77%) of the
Company’s total assets. The valuations of the unquoted
investments make use of significant unobservable inputs and
require application of significant judgment.
Given the subjective and complex nature of the valuation
process, there exists a risk that the fair values of unquoted
investments may not be determined appropriately.
In responding to the key audit matter, we performed the
following audit procedures for all the unquoted investments:
• Obtained an understanding of the investment valuation
process and assessed the design and implementation of
valuation related processes and controls.
• Assessed the appropriateness of the fair value disclosures
for compliance with the relevant accounting standard.
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Financial statements
For a sample of unquoted investments measured using the
net asset value we also:
• Compared the net asset value to the audited financial
statements.
• Assessed whether the net asset value was appropriately
determined using the fair value principles under the
relevant accounting standard by reference to the audited
financial statements.
• Considered the appropriateness of the valuation
methodologies applied to the unquoted fund investments.
For a sample of directly and indirectly held unquoted
investments we performed the following audit procedures:
• Obtained independent confirmations of the existence and
accuracy of the unquoted investments from the third
parties.
• Engaged KPMG valuation specialists to challenge the
methodologies and models followed in determining the fair
value.
• Conducted procedures to evaluate the competence and
capability of the valuation specialists engaged by the
Company to prepare investment valuations.
• Tested the mathematical accuracy of the valuation models.
• Used KPMG valuation specialists to corroborate and
challenge key assumptions and judgments within
Company's valuation models, including the composition
and completeness of the basket of comparable listed
entities, multiples and discount rates used.
• Performed a sensitivity analysis of discount rates and
projected cash flows, where relevant.
• Agreed historical performance data inputs to the relevant
portfolio company financial statements.
• Conducted retrospective testing for forecast performance
data inputs.
• Challenged the assumptions around maintainability of
earnings based on the performance and projections of
portfolio companies.
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.
Our opinion on the consolidated financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the consolidated financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with
governance for the consolidated financial statements
Management is responsible for the preparation and fair
presentation of the consolidated financial statements in
accordance with IFRS 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
applicable, matters related to going concern and using the
going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
Those charged with governance are responsible for
overseeing the Company’s financial reporting process.
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but
is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
As part of an audit in accordance with ISAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
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Oakley Capital Investments / Annual Report 2024 / Independent Auditor's Report
Financial statements
• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure, and content of
the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient
appropriate audit evidence regarding the financial
information of the entities or business units within the
group as a basis for forming an opinion on the group
financial statements. We are responsible for the direction,
supervision and review of the audit work performed for
purposes of the group audit. We remain solely responsible
for our audit opinion.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence and communicate with
them all relationships and other matters that may reasonably
be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the consolidated financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our
report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.
The purpose of our audit work and to whom we owe our
responsibilities
This report is made solely to the Company’s shareholders and
board of directors. Our audit work has been undertaken so
that we might state to the Company’s Shareholders and Board
of Directors those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume
responsibility to anyone other than the Shareholders and
Board of Directors, as a body, for our audit work, for this
report, or for the opinion we have formed.
The Engagement Partner on the audit resulting in this
independent auditor’s report is Gary Pickering.
Chartered Professional Accountants
Hamilton, Bermuda
12 March 2025
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Oakley Capital Investments / Annual Report 2024 / Independent Auditor's Report
Financial statements
Consolidated statement of comprehensive income
For the year ended 31 December 2024
Notes
2024
£’000
2023
£’000
Income
Interest income
14
4,656
3,947
Net realised gains/(losses) on investments at fair value through profit and loss
8, 9
(41,966)
181,212
Net change in unrealised gains/(losses) on investments at fair value through profit and
loss
8
80,364
(130,579)
Net foreign currency gains/(losses)
(1,175)
2,370
Other income
–
142
Total income
41,879
57,092
Expenses
7
(7,887)
(8,001)
Operating profit
33,992
49,091
Interest expense
(7,136)
(1,603)
Profit attributable to equity shareholders/total comprehensive income
26,856
47,488
Earnings per share
Basic and diluted earnings per share
16
£0.15
£0.27
Notes 1–23 are an integral part of these Consolidated Financial Statements.
173
Oakley Capital Investments / Annual Report 2024 / Consolidated statement of comprehensive income
Financial statements
Consolidated balance sheet
As at 31 December 2024
Notes
2024
£’000
2023
£’000
Assets
Non-current assets
Investments
8, 10
1,228,736
1,007,206
1,228,736
1,007,206
Current assets
Trade and other receivables
12
734
1,368
Cash and cash equivalents
11
103,358
207,155
104,092
208,523
Total assets
1,332,828
1,215,729
Liabilities
Current liabilities
Trade and other payables
13
1,234
8,690
Borrowings
21
105,638
–
Total liabilities
106,872
8,690
Net assets attributable to shareholders
1,225,956
1,207,039
Equity
Share capital
18
1,764
1,764
Share premium
18
172,102
172,102
Retained earnings
1,052,090
1,033,173
Total shareholders' equity
1,225,956
1,207,039
Net asset per ordinary share
Basic and diluted net assets per share
17
£6.95
£6.84
Ordinary shares in issue at 31 December (‘000)
18
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 12 March 2025 and were signed on their behalf by:
Caroline Foulger Director
Richard Lightowler Director
174
Oakley Capital Investments / Annual Report 2024 / Consolidated balance sheet
Financial statements
Consolidated statement of changes in equity
For the year ended 31 December 2024
Notes
Share
capital
£’000
Share
premium
£’000
Retained
earnings
£’000
Total
shareholders’
equity
£’000
Balance at 1 January 2023
1,764
172,102
993,624
1,167,490
Profit for the year/total comprehensive income
–
–
47,488
47,488
Dividends
–
–
(7,939)
(7,939)
Total transactions with equity shareholders
–
–
(7,939)
(7,939)
Balance at 31 December 2023
1,764
172,102
1,033,173
1,207,039
Profit for the year/total comprehensive income
–
–
26,856
26,856
Dividends
19
–
–
(7,939)
(7,939)
Total transactions with equity shareholders
–
–
(7,939)
(7,939)
Balance at 31 December 2024
1,764
172,102
1,052,090
1,225,956
Notes 1–23 are an integral part of these Consolidated Financial Statements.
175
Oakley Capital Investments / Annual Report 2024 / Consolidated statement of changes in equity
Financial statements
Consolidated statement of cash flows
For the year ended 31 December 2024
Notes
2024
£’000
2023
£’000
Cash flows from operating activities
Purchases of investments
8
(340,761)
(126,660)
Sales of investments
8
150,425
232,000
Accrued interest repayments and other income
8
–
753
Expenses paid
(6,810)
(3,888)
Interest paid
(4,455)
(1,649)
Bank and other interest received
3,957
2,656
Net cash inflow (outflow) from operating activities
(197,644)
103,212
Cash flows from financing activities
Dividends paid
19
(7,939)
(7,939)
Proceeds from borrowings
21
174,471
96,541
Repayment of borrowings
21
(67,266)
(93,926)
Net cash inflow (outflow) from financing activities
99,266
(5,324)
Net increase (decrease) in cash and cash equivalents
(98,378)
97,888
Cash and cash equivalents at the beginning of the year
207,155
109,848
Effect of foreign exchange rate fluctuations
(5,419)
(581)
Cash and cash equivalents at the end of the year
11
103,358
207,155
Supplemental disclosure of non-cash operating activities:
Purchases of investments
8
(2,799)
(211,607)
Disposal of investments
8
2,799
211,364
Notes 1–23 are an integral part of these Consolidated Financial Statements.
176
Oakley Capital Investments / Annual Report 2024 / Consolidated statement of cash flows
Financial statements
1. Reporting entity
Oakley Capital Investments Limited (the ‘Company’/'OCI') is a closed-end investment company incorporated under the laws of
Bermuda on 28 June 2007.
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'). During the period, OCI Financing held preference
shares in NSG Apparel BV, an entity that forms part of the North Sails Group. In the final quarter of 2024, OCI Financing’s holding
was distributed to OCI and OCI Financing does not hold any stake in the North Sails Group as at 31 December 2024.
The Company is listed on the Specialist Fund Segment (SFS) of the London Stock Exchange (LSE), with the ticker symbol 'OCI'.
The Company invests in the following private equity funds structures (the 'Oakley Funds'):
Fund group name
Country of establishment
Limited partnerships included
Fund II
Bermuda
OCPE II Master L.P.
Oakley Capital Private Equity II-A L.P.1
Oakley Capital Private Equity II-B L.P.
Oakley Capital Private Equity II-C L.P.
Fund III
Bermuda
OCPE III Master L.P.
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.
Fund IV
Luxembourg
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
Fund V
Luxembourg
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
Origin I
Luxembourg
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
Origin II
Luxembourg
Oakley Capital Origin II Aggregator SCSp
Oakley Capital Origin II A SCSp1
Oakley Capital Origin II-B1 SCSp
Oakley Capital Origin II-B2 SCSp
Oakley Capital Origin II-C SCSp
PROfounders Fund III
Luxembourg
Profounders III-A SCSp
Profounders III SCSp1
Touring I
Luxembourg
Oakley Touring Venture Aggregator SCSp
Oakley Touring Venture A SCSp1
Oakley Touring Venture B SCSp
Oakley Touring Venture C SCSp
1. Denotes the limited partnership in which the Company has made a direct investment.
177
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
2. Basis of preparation
The Consolidated Financial Statements have been prepared on
a going concern basis and under the historical cost convention,
except for certain financial instruments that have been
measured at fair 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 have 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 have considered a wide
range of information relating to the present and future
conditions, as well as the impact on investment and sale
expectations for each of the Oakley Funds, cash flow
projections and the longer-term strategy of the Company.
As part of the assessment, the Board of Directors:
• assessed liquidity, solvency and capital management. The
Company considered liquidity risk as the risk that the
Company may encounter difficulty in meeting obligations
arising from its financial liabilities that are settled by
delivering cash or another financial assets, or that such
obligations would have to be settled in a manner
disadvantageous to the Company. Unfunded commitments
to the Oakley 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 2024, cash and cash equivalents of the
Company amount to £103 million. The Company has total
unfunded capital commitments of £646 million relating to
the Oakley Funds which are expected to be called over the
next five years. Under the Company’s bye-laws, the
Company is permitted to borrow up to 25% of total
shareholders’ equity, which would amount to approximately
£306 million for the year ending 31 December 2024. As of
31 December 2024, the Company had drawn down £106
million including accrued interest of the £225 million facility.
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
Oakley Funds and the unquoted debt and equity securities.
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 debt
instruments were considered. This included assessment of
counterparty risk, interest rates and future cash flow
projections; and
• assessed the operational resilience of the Company’s critical
functions which includes monitoring the performance of the
Company’s key service providers.
The Board of Directors considers it appropriate to prepare the
Consolidated Financial Statements of the Company on the
going concern basis.
2.1 Basis for accounting
The Consolidated Financial Statements have been prepared in
accordance with IFRS Accounting Standards (IFRS), and the
Bermuda Companies Act 1981 (as amended).
2.2 Functional and presentation currency
The Consolidated Financial Statements are presented in British
pounds, which is the Company's functional currency.
Transactions and balances
Transactions in currencies other than British pounds are
recorded at the spot 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 closing spot rates prevailing on the reporting
date. Non-monetary assets and liabilities that are measured at
fair value in foreign currencies are also translated into EUR at
the spot exchange rate at the reporting date. Capital
drawdowns and proceeds of distributions from the Oakley
Funds and foreign currencies and income and expense items
denominated in foreign currencies are translated into British
pounds at the exchange rate on the respective dates of such
transactions.
Foreign exchange gains and losses on other monetary assets
and liabilities are recognised in net foreign currency gains and
losses in the consolidated statement of comprehensive income.
The Company does not isolate unrealised or realised foreign
exchange gains and losses arising from changes in the fair
value of investments. All such foreign exchange gains and
losses are included with the net realised and unrealised gains
or losses on investments in the consolidated statement of
comprehensive income.
178
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
3. Segment information
The Company has two reportable segments, as described below. For each of them, the Board of Directors receives detailed
reports on at least a quarterly basis. The following summary describes the operations in each of the Company's reportable
segments:
◦ Fund investments
◦ Direct investments.
Balance sheet and income and expense items which cannot be clearly allocated to one of the segments are shown in the column
‘Corporate’ in the following tables.
The reportable operating segments derive their revenue primarily by seeking investments to achieve an attractive return in
relation to the risk being taken. The return consists of interest, dividends and/or unrealised and realised capital gains.
The financial information provided to the Board of Directors with respect to total assets and liabilities is presented in a manner
consistent with the Consolidated Financial Statements. The assessment of the performance of the operating segments is based
on measurements consistent with IFRS. With the exception of capital calls payable, liabilities are not considered to be segment
liabilities but rather managed at the corporate level.
There have been no transactions between the reportable segments during the financial year 2024 (2023: transfer from fund
investment to direct investment following Fund I making an 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 2024 is as follows:
Fund
investments
£’000
Direct
investments
and unquoted
debt securities
£’000
Total
operating
segments
£’000
Corporate
£’000
Total
£’000
Net realised gains on financial assets at fair value through profit
and loss
(41,966)
–
(41,966)
–
(41,966)
Net change in unrealised gains (losses) on financial assets at fair
value through profit and loss
73,130
7,234
80,364
–
80,364
Interest income
–
699
699
3,957
4,656
Net foreign currency gain (losses)
–
–
–
(1,175)
(1,175)
Expenses
–
–
–
(7,887)
(7,887)
Interest expense
–
–
–
(7,136)
(7,136)
Profit (loss) for the year
31,164
7,933
39,097
(12,241)
26,856
Total assets
997,715
231,021
1,228,736
104,092
1,332,828
Total liabilities
–
–
–
(106,872)
(106,872)
Net assets
997,715
231,021
1,228,736
(2,780)
1,225,956
Total assets include:
Financial assets at fair value through profit and loss
997,715
231,021
1,228,736
–
1,228,736
Cash and Other
–
–
–
104,902
104,902
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Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
The segment information for the year ended 31 December 2023 is as follows:
Fund
investments
£’000
Direct
investments
and unquoted
debt securities
£’000
Total
operating
segments
£’000
Corporate
£’000
Total
£’000
Net realised gains on financial assets at fair value through profit
and loss
181,212
–
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)
–
(130,579)
Interest income
–
1,291
1,291
2,656
3,947
Other income
–
142
142
2,370
2,512
Expenses
–
–
–
(8,001)
(8,001)
Interest expense
–
–
–
(1,603)
(1,603)
Profit (loss) for the year
42,590
9,476
52,066
(4,578)
47,488
Total assets
787,888
219,318
1,007,206
208,523
1,215,729
Total liabilities
–
–
–
(8,690)
(8,690)
Net assets
787,888
219,318
1,007,206
199,833
1,207,039
Total assets include:
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
180
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
4. Material accounting policies
The material accounting policies applied in the preparation of
these Consolidated Financial Statements are set out below.
These policies have been consistently applied to all periods
presented, unless otherwise stated.
4.1 Changes in accounting policies and disclosures
(a) New and amended standards adopted by the Company
Several amendments and interpretations apply for the first
time effective 1 January 2024 but do not have a material effect
on the Company’s Consolidated Financial Statements and did
not require retrospective adjustments.
◦ Non-current Liabilities with Covenants (Amendments to
IAS 1) and Classification of Liabilities as Current or Non-
current (Amendments to IAS 1)
◦ Lease Liability in a Sale and Leaseback (Amendments to
IFRS 16)
◦ Supplier Finance Arrangements (Amendments to IAS 7
and IFRS 7).
(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
Company has not applied the following new and revised IFRS
Accounting Standards that have been issued but are not yet
effective:
◦ Lack of Exchangeability (Amendments to IAS 21)
◦ Classification and Measurement of Financial Instruments
(Amendments to IFRS 9 and IFRS 7)
◦ IFRS 18 Presentation and Disclosure in Financial
Statements.
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.
4.2 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.
IFRS 10 exempts investment entities from consolidating
controlled investees.
The Company meets the definition of an investment entity, as
the following conditions are met:
◦ The Company obtains funds from investors and provides
investment management services.
◦ The business purpose of the Company is to invest into
private equity funds and to purchase, hold and dispose of
investments directly in portfolio companies with the goal
of achieving returns from capital appreciation and
investment income.
The Company also has further typical characteristics of an
investment entity as defined by IFRS:
◦ The performance of these investments is measured and
evaluated on a fair value basis.
◦ 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.
An investment entity is still required to consolidate a
subsidiary where that subsidiary provides services that relate
to the investment entity’s investment activities and the
subsidiary does not itself qualify as investment entity. OCI
Financing (Bermuda) Limited is considered a wholly owned
subsidiary because it provides financing services to the
Company and does not qualify itself as an investment entity
under IFRS 10. The Oakley 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 Oakley Funds and the Direct
Investments.
As of 31 December 2024, the Company’s Limited Partner
ownership in the Oakley Funds are:
◦ Fund II ownership of 36.2% (2023: 36.2%)
◦ Fund III ownership of 40.7% (2023: 40.7%)
◦ Fund IV ownership of 27.4% (2023: 27.4%)
◦ Fund V ownership of 28.1% (2023: 28.06%)
◦ Origin I ownership of 28.2% (2023: 28.2%)
◦ Origin II Fund ownership of 24.0% (2023: 25.33%)
◦ PROfounders Fund III ownership of 38.8% (2023: 39.7%)
◦ Touring I ownership of 40.1% (2023: 65.36%).
4.3 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.
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Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
Consequently, the Company classifies its investments in
private equity funds, direct equity investments and debt
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
income in the period in which they arise.
Quoted investments are subsequently carried at fair value. Fair
value is measured using the last reported sales price, where
the last reported sales price falls within the bid-ask spread. In
circumstances where the last reported sales price is not within
the bid‐ask spread, the Board of Directors, in consultation with
Oakley Capital Limited (the
'Investment Adviser/'Administrative Agent'), will determine the
point within the bid-ask spread that is most representative of
fair value.
Unquoted investments, including both equities and debt, are
subsequently carried in the consolidated balance sheet at fair
value. Fair value is determined in accordance with the
Company’s investment valuation policy, which is compliant
with the fair value guidelines under IFRS 13 and the
International Private Equity and Venture Capital (IPEV)
Valuation Guidelines.
(c) Derecognition
The Company derecognises regular-way sales of financial
assets using trade-date accounting. Or, if the Company
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. Any
gains or losses recognised are considered unrealised until the
full cost value of the investment in the Fund has been returned
to the Company. Any subsequent distributions from the Funds
are then considered realised gains.
4.4 Cash and cash equivalents
Cash and cash equivalents include deposits held on call with
banks and other short-term deposits. The Company considers
all short-term deposits with an original maturity of 90 days or
less as equivalent to cash.
4.5 Trade and other receivables
Trade receivables are recognised at fair value less any
impairment. Other receivables are measured initially at fair
value and are measured subsequently at amortised cost using
the effective interest method less any impairment.
4.6 Trade and other payables
Trade and other payables are initially recognised at fair value
and are subsequently measured at amortised cost using the
effective interest method.
4.7 Interest income
Interest income on unquoted debt securities held at fair value
through profit and loss is calculated using the effective
interest method. It is accrued on a time-proportionate basis,
by reference to the principal outstanding and the effective
interest rate applicable, which is the rate that discounts
estimated future cash receipts over the expected life of the
debt security to its net carrying amount on initial recognition.
Interest income is recognised gross of withholding tax, if any.
Interest income on unquoted debt securities is recognised as a
separate line item in the consolidated statement of
comprehensive income and classified within operating
activities in the consolidated statement of cash flows.
4.8 Interest expense
Interest expense is recognised as a non-operating expense in
the consolidated statement of comprehensive income and is
calculated using the effective interest rate method. 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.
4.9 Expenses
Expenses are recognised on the accruals basis.
4.10 Share capital
Ordinary shares issued by the Company are recognised based
on the proceeds or fair value received or receivable, with the
excess of the amount received over their nominal value being
credited to the share premium account. Direct issue costs are
deducted from equity.
4.11 Earnings per share
The Company presents basic and diluted earnings per share
data for its ordinary shares. Basic earnings per share are
calculated by dividing the profit or loss attributable to
ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the
period. Diluted earnings per share are determined by adjusting
the profit or loss attributable to ordinary shareholders and the
weighted average number of ordinary shares outstanding for
the effects of all potentially dilutive ordinary shares.
4.12 Borrowings
Borrowings are recognised as liabilities in the consolidated
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.
182
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
5. Critical accounting estimates, assumptions and judgement
Estimates, assumptions and judgements
The reported results of the Company are sensitive to the
accounting policies, assumptions and estimates that underly
the preparation of its Consolidated Financial Statements. IFRS
requires the Board of Directors, in preparing the Company’s
Consolidated Financial Statements, to select suitable
accounting policies, apply them consistently and make
judgements and estimates that are reasonable and prudent.
The Company’s estimates and assumptions are based on
historical experience and the Board of Directors’ expectation
of future events and are reviewed periodically. The actual
outcome may be materially different from that anticipated.
Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future
periods affected.
The judgements, assumptions and estimates involved in the
Company’s accounting policies that are considered by the
Board of Directors to be the most important to Company’s
results and financial condition are the fair valuation of the
investments and the assessment that the Company meets the
definition of an investment entity.
(a) Fair valuation of investments
The fair values assigned to investments held at fair value
through profit and loss are based upon available information
at the time and do not necessarily represent amounts which
might ultimately be realised. Due to 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.
Investments held at fair value through profit and loss are
valued by the Company in accordance with relevant IFRS
requirements. Judgement is required to determine the
appropriate valuation methodology under these standards.
Subsequently, judgement is required in assessing the Net
Asset Value ('NAV') of the Oakley Funds and determining the
inputs into the valuation models used for the unquoted debt/
equity securities. Inputs include making assessments of the
estimated future cash flows and determining appropriate
discount rates.
(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 Oakley Funds and other Direct
Investments 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
4.2.
c) Significant influence over investments
Per IAS28, an investor which holds more than 20% ownership
of another entity is assumed to have significant influence over
the entity. Management has rebutted this assumption as none
of the below criteria which indicate significant influence, as
defined by IAS28, are met:
• The Company neither has representation on the board of
directors or equivalent governing body of its investees nor
does it have the ability to gain this representation.
• The Company does not participate in policy making
processes including participation in decisions about
dividends or other distributions.
• There are no material transactions between the Company
or the investees except where it relates to investment
approach in the investees or distributions from the
investees.
• There is no interchange of managerial personnel or the
provision of essential technical information from the
Company to the investees.
183
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
6. Financial risk management
6.1 Introduction and overview
The Board of Directors, the Company’s Risk Committee (the
'Risk Committee') and 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.
Key risks and uncertainties of the Company are assessed on a
scale, considering their impact and likelihood. The Committee
monitors detailed and, wherever possible, quantifiable
indicators of the Company’s exposure to risk, segmented into
three core categories, summarised in our Principal risks and
uncertainties section.
6.2 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 and Royal Bank of Scotland are rated A1. HSBC and
Butterfield Bank are rated at A3 by Moody’s (2023: Barclays,
Royal Bank of Scotland and HSBC are rated A1 and Butterfiled
Bank was rated A3).
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.
OCI has a direct loan to Time Out of £6.8 million and the
Investment Adviser continues to monitor the risks arising from
this position. As at 31 December 2024, the Loan held was not
overdue or impaired. OCI mitigates credit risk on its loan to
Time Out Group PLC (0.55% of NAV) through continuous
monitoring of the company's performance and liquidity.
6.3 Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting obligations arising from its financial
liabilities that are settled by delivering cash or another
financial asset, or that such obligations will have to be settled
in a manner disadvantageous to the Company. The Company,
with advice from the Investment Adviser, manages liquidity
through reviews of detailed cash flow projections which
estimate the timing and quanta of outflows, including capital
calls, and inflows from disposals of portfolio companies held
within the Oakley Funds which aim to avoid undue risk of
illiquidity.
The unfunded commitments to the Oakley Funds are
irrevocable and can exceed cash and cash equivalents
available to the Company. Based on current cash flow
projections and barring unforeseen events, the Company
expects to be able to honour all capital calls by the Oakley
Funds. To facilitate the funding of future commitments, the
Company expanded its £175 million credit facility to a total
committed lending of £225 million for a two-year term. The
credit facility has a total withdrawn balance of £106 million,
including accrued interest, as at 31 December 2024. The Board
of Directors’ assessment of liquidity risk is further detailed in
Note 2.
The majority of the investments held by the Company are in
Funds which are unquoted and subject to specific restrictions
on transferability and disposal. Consequently, the risk exists
that the Company might not be able to readily dispose of its
holdings at the time of its choosing and 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.
184
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
6.4 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 following table sets out the concentration of the investment assets and liabilities held by the Oakley Funds as at the
reporting date:
2024 % of net assets
2023 % of net assets
Equity investments
Exchange-traded equity investments
5.7%
5.7%
Unquoted Oakley Funds
81.4%
65.3%
Unquoted equity investments
12.6%
11.8%
Total equity investments
99.7%
82.8%
Debt securities
Unquoted debt securities
0.6%
0.5%
Total debt securities
0.6%
0.5%
Total investment assets
100.3%
83.3%
OCI primarily invests in the Oakley Funds, which allocate capital across four key market sectors: education, consumer,
technology, and business services. As of 31 December 2024, both direct and indirect equity investments demonstrated a
diversified allocation, with no single sector exceeding a 30% concentration.
(a) Interest rate risk
2024
2023
Total
£'000s
Within
one year
£'000s
More than
one year
£'000s
Total
£'000s
Within
one year
£'000s
More than
one year
£'000s
Exposure to floating rates
Unquoted debt security
6,797
833
5,964
6,098
844
5,254
Borrowings
(105,638)
(105,638)
–
–
–
–
Cash and deposits
103,358
103,358
–
207,155
207,155
–
Net exposures
At year end
4,517
(1,447)
5,964
213,253
207,999
5,254
Maximum in year
4,902
(1,014)
5,916
214,931
209,832
5,099
Minimum in year
4,146
(1,879)
6,025
211,547
206,162
5,385
2024
2023
Total
£'000s
Exposure to
floating interest
rates
£'000's
Fixed interest
rates
£'000s
Total
£'000s
Exposure to
floating interest
rates
£'000's
Fixed interest
rates
£'000s
Maximum in year
2,099
2,099
–
214,931
214,931
–
Minimum in year
4,146
4,146
–
211,547
211,547
–
The Company's unquoted debt security carries a variable interest rate of 8% plus average SONIA (2023: 10% plus average
SONIA) The debt 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 £55,154 (2023: £179,956
decrease) and a corresponding decrease of 200 basis points in interest rates would result in an increase in the fair value by
£69,820 (2023: £151,518 increase).
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 an increase £1.40 million in profit within the consolidated statement of
comprehensive income (2023: £1.86 million). A decrease in interest rates of 100 basis points on cash and deposits would have an
equal and opposite effect.
The impact of an increase in interest rates of 100 basis points on borrowings, based on the closing consolidated balance sheet
position over a 12 month period, would have been a decrease of £0.96 million in profit within the consolidated statement of
comprehensive income (2023: nil). A decrease in interest rates of 100 basis points on borrowings would have an equal and
opposite effect.
185
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
In addition, the Company has indirect exposure to interest rate fluctuations through changes to the financial performance and
valuation in equity investments in the Oakley Funds as certain portfolio companies have issued debt. Short-term receivables and
payables are excluded as, due to their short-term nature, the risks due to fluctuation in the prevailing levels of market interest
rates associated with these instruments are not significant.
(b) Currency risk
The Company holds significant assets and liabilities denominated in currencies other than its functional currency, which expose
the Company to the risk that the exchange rates of those currencies against the pound will change in a manner which adversely
impacts the Company’s net profit and net assets attributable to shareholders. The following sensitivity analysis shows the
sensitivity of the Company’s net assets to movements in foreign currency exchange rates assuming a 10% increase in exchange
rates against the pound. A 10% decrease in exchange rates against the pound would have an equal and opposite effect. The
sensitivity analysis below is representative of the year as a whole, since the level of exposure changes as the Company’s holdings
change through the purchase and realisation of investments.
EUR
USD
GBP
SEK
DKK
Indirect Investments (GBP £’000)
649,959
211,288
338,681
160
1,276
OCI Share of Fund Facilities (GBP £’000)
(36,676)
(45,138)
(154,534)
–
–
OCI Share of Other Assets and Liabilities (GBP £’000)
29,588
3,109
–
–
–
Direct Investments (GBP £’000)
-
154,141
70,083
–
–
Cash (GBP £’000)
98,541
3,352
1,465
–
–
Credit facility (GBP £’000)
(105,638)
Direct Loans (GBP £’000)
–
–
6,797
–
–
Debtors, Creditors and Other Assets (£’000)
(1,190)
–
690
–
–
Total exposure (GBP £’000)
634,584
326,752
263,182
160
1,276
Percentage exposure
51.8%
26.7%
21.5%
0.0%
0.1%
Impact of 100 bps change in FX rate
EUR
USD
GBP
SEK
DKK
Total exposure (GBP £’000)
634,584
326,752
263,182
160
1,276
Implied FX to GBP
1.2097
1.2521
1.0000
13.8607
9.0210
Total exposure local currency (000)
767,656
409,126
263,182
2,218
11,511
Adjustments to FX rate of 100bps
0.01
0.01
0.01
0.01
0.01
Adjusted FX rate
1.2197
1.2621
1.0000
13.8707
9.0310
Adjusted total exposure (GBP £’000)
629,381
324,163
263,182
160
1,275
Impact on profit or loss (GBP £’000)
5,203
2,589
–
–
1
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.
(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 £7.0 million (2023: £6.9 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 (2023: £0.04).
For the investment in the Oakley 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 £99.8 million (2023: £78.8 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 £0.57 (2023: £0.45).
186
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
For the investment in North Sails Group, 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 £15.4 million (2023: £14.5 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 £0.09 (2023: £0.08).
The Company primarily invests in Oakley Funds, which allocate capital across four key market sectors: Technology, Education,
Consumer and Business Services.
As of 31 December 2024, both direct and indirect equity investments demonstrated a diversified allocation, with no single sector
exceeding a 30% concentration.
The Company is exposed to a variety of market risk factors which may change significantly over time. As a result, measurement
of such exposure at any given point in time may be difficult given the complexity and diversity of the investments held by the
Oakley Funds.
6.5 Limitations of sensitivity analysis
The sensitivity information included in Notes 6 and 10 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.
6.6 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 re-purchase of ordinary shares. The movements of capital are shown in the consolidated statement of changes in equity.
The Company’s objectives when managing capital are to safeguard the Company’s assets to achieve positive returns. In order to
maintain or adjust the capital structure, the Company may issue shares or may return capital to shareholders through the
repurchase of shares or by paying dividends. The effects of the issue, the repurchase and resale of shares are described in
Note 18.
187
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
7. Expenses
2024
£’000
2023
£’000
Operating expenses
1,167
1,875
Administrator fees
280
230
Recharged expenses
3,420
3,428
Directors’ fees
414
528
Auditor’s remuneration
190
170
Credit facility fees
2,416
1,770
7,887
8,001
Administrator fees
Oakley Capital Limited (‘the Administrator’) was appointed by the Company to provide administration services at prevailing
commercial rates from 1 July 2021.
Administrator fees for the year ended 31 December 2024 totalled £0.28 million (2023: £0.23 million).
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 2024, the Administrative
Agent recharged £3.42 million (2023: £3.43 million).
Directors’ fees
For the year ending 31 December 2024, the Company paid Directors’ fees of £0.41 million (2023: £0.53 million) to the Board
members. No fees were payable as at 31 December 2024 (2023: 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 Oakley
Funds. During the year one of the Directors waived remuneration (2023: one). No other fees were paid to the Directors (2023:
£nil).
Auditor’s remuneration
The Company’s Auditor is KPMG Audit Limited ("KPMG"). During the year ended 31 December 2024, the Company paid KPMG
audit fees of £0.17 million (2023: £0.17 million) and non-audit fees of £0.02 million (2023: £0.005 million).
Credit facility fees
Credit facility fees are costs charged by the provider separate to the interest charge on the facility and change depending on size
of the facility. For the year ended 31 December 2024, the Company paid facility fees of £2.42 million (2023: £1.77 million). The
change in fees is due to an increase in the maximum facility available to the Company from £175 million in 2023 to £225 million in
2024.
188
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
8. Investments
Investments as at 31 December 2024:
2023
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
2024
fair value
£'000
Oakley Funds
Fund I
733
–
(733)
–
–
–
–
Fund II
53,526
1,288
–
(2,307)
–
1,597
54,104
Fund III
190,627
3,310
(54,561)
(3,299)
–
(1,700)
134,377
Fund IV
317,050
29,328
(95,131)
(4,603)
–
13,142
259,786
Fund V
127,304
244,906
–
(20,515)
–
48,724
400,419
Origin I
59,662
31,271
–
(2,972)
–
4,244
92,205
Origin II
3,322
4,831
–
(5,205)
–
1,422
4,370
PROfounders III
2,570
3,219
–
(729)
–
21
5,081
Touring I
33,094
10,935
–
(2,336)
–
5,680
47,373
Total Oakley Funds
787,888
329,088
(150,425)
(41,966)
–
73,130
997,715
Quoted equity securities
Time Out
68,770
3,770
–
–
–
(2,457)
70,083
Total quoted equity securities
68,770
3,770
–
–
–
(2,457)
70,083
Unquoted debt securities
Time Out
6,098
–
–
–
699
–
6,797
Total unquoted debt securities
6,098
–
–
–
699
–
6,797
Unquoted ordinary and preferred
equity instruments
North Sails Group
144,450
–
–
–
–
9,691
154,141
Total unquoted equity instruments
144,450
–
–
–
–
9,691
154,141
Total investments
1,007,206
332,858
(150,425)
(41,966)
699
80,364
1,228,736
* Total sales include redemptions, loan repayments (including accrued interest and arrangement fees) and transfer.
** 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 the Company’s share of fund holdings.
189
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
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
16,995
–
(24,630)
(29,653)
–
38,021
733
Fund II
45,725
–
–
(1,422)
–
9,223
53,526
Fund III
432,595
–
(243,112)
235,933
–
(234,789)
190,627
Fund IV
254,595
48,085
–
570
–
13,800
317,050
Fund V
85,351
26,464
–
(16,043)
–
31,532
127,304
Origin I
38,111
20,718
–
(3,815)
–
4,648
59,662
Origin II
–
4,966
–
(1,610)
–
(34)
3,322
PROfounders III
2,402
782
–
(674)
–
60
2,570
Touring I(1)
–
36,251(1)
–
(2,074)
–
(1,083)
33,094
Total Oakley Funds
875,774
137,266
(267,742)
181,212
–
(138,622)
787,888
Quoted equity securities
Time Out3
25,289
32,752
–
–
–
10,729
68,770
Total quoted equity securities
25,289
32,752
–
–
–
10,729
68,770
Unquoted debt securities
Fund I
7,589
15,859
(23,982)
–
534
–
–
North Sails Group2
147,138
–
(147,138)
–
–
–
–
Time Out
5,199
5,254
(5,254)
–
899
–
6,098
Total unquoted debt securities
159,926
21,113
(176,374)
–
1,433
–
6,098
Unquoted preferred equity
instruments
North Sails Group2
–
147,136
–
–
–
(2,686)
144,450
Total unquoted equity instruments
–
147,136
–
–
–
(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 the North Sails Group 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.
3. As a result of the liquidation of Oakley Fund I, the Company 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 the Company’s share of fund holdings.
190
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
9. Net gains/(losses) from investments at fair value through profit and
loss
2024
£’000
2023
£’000
Net change in unrealised gains/(losses) on investments at fair value through profit and loss in the
year:
Funds
73,130
(138,622)
Direct Investments
7,234
8,043
Total net change in unrealised gains/(losses) on investments at fair value through profit and loss in
the year
80,364
(130,579)
Net realised gains/(losses) on investments at fair value through profit and loss in the year:
Funds
(41,966)
181,212
Total net realised gains/ (losses) on investments at fair value through profit and loss in the year
(41,966)
181,212
191
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
10. 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
equity instruments and unquoted debt securities.
The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of the
lowest level input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input to
the fair value measurement in its entirety requires judgement, considering factors specific to the instrument. The determination
of what constitutes ‘observable’ requires significant judgement by the Company.
The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The following table analyses the Company’s investments measured at fair value as of 31 December 2024 by the level in the fair
value hierarchy into which the fair value measurement is categorised:
Level I
£’000
Level III
£’000
Total
£’000
Oakley Funds
–
997,715
997,715
Quoted equity securities
70,083
–
70,083
Unquoted debt securities
–
6,797
6,797
Unquoted equity instruments
–
154,141
154,141
Total investments measured at fair value
70,083
1,158,653
1,228,736
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:
Level I
£’000
Level III
£’000
Total
£’000
Oakley Funds
–
787,888
787,888
Quoted equity securities
68,770
–
68,770
Unquoted debt securities
–
6,098
6,098
Unquoted equity instruments
–
144,450
144,450
Total investments measured at fair value
68,770
938,436
1,007,206
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 2024 or 31 December 2023.
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 2024 include Level
III investments in the amount of £1,159 million representing approximately 94.5% of shareholders’ equity (2023: £938 million;
77.8%).
192
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
Oakley Funds
The Company primarily invests in portfolio companies via the Oakley Funds as a limited partner. The Oakley 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 Oakley 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 Oakley 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 Oakley Funds have narrow and well-defined objectives to provide investment opportunities to investors.
The Company’s investments in the Oakley Funds are considered to be unconsolidated structured entities. Their nature and
purpose are to invest capital on behalf of their limited partners. The Oakley 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 Oakley 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 2024, the value of the Oakley Funds’ investments, other assets and liabilities attributable to the Company
based on its respective percentage interest in each Fund was as follows:
Fund II
€’000
Fund III
€’000
Fund IV
€’000
Fund V
€’000
Origin I
€’000
Origin II
€’000
PROfounders
Fund III
€’000
Touring I
€’000
Investments
67,471
174,185 385,076 668,277
132,739
20,089
5,646
53,746
Loans
–
– (60,632) (186,940) (20,128) (18,210)
–
–
Estimated performance fee accrued
(1,473)
(17,951) (16,823) (11,943)
(5,412)
–
–
(198)
Other net assets
(548)
6,324
6,640
14,991
4,342
3,407
500
3,761
Total value of the Fund attributable to the
Company (€’000)
65,450
162,558
314,261 484,385
111,541
5,286
6,146
57,309
Total value of the Fund attributable to the
Company (£’000) at year-end exchange rate
54,104
134,377 259,786 400,419
92,205
4,370
5,081
47,373
193
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
As at 31 December 2023, the value of the Oakley 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
PROfounders
Fund III
€’000
Touring I
€’000
Investments
–
61,165
241,803 456,380
328,901
94,705
–
2,928
28,469
Loans
–
–
– (70,724) (200,002) (24,582)
–
–
–
Estimated performance fee
accrued
–
(924) (24,621) (25,407)
(162)
(3,943)
–
–
–
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)
846
61,738
219,870 365,684
146,832
68,816
3,832
2,964
38,170
Total value of the Fund attributable
to the Company (£’000) at year-
end exchange rate
733
53,526
190,627
317,050
127,304
59,662
3,322
2,570
33,094
The Company records its investments in the Oakley Funds at the NAV reported by the Oakley Funds which it considers to be fair
value. The NAV as reported by the Oakley Funds’ general partner or administrator is considered to be the key unobservable
input. The Company has the following control procedures in place to evaluate whether the NAV of the underlying Fund
investments represents a reliable estimate of fair value and calculated in a manner consistent with IFRS 13:
• Thorough initial due diligence processes and the Board of Directors performing ongoing monitoring procedures, primarily
discussions with the Investment Adviser;
• Comparison of historical realisations to last reported fair values; and
• Review of the quarterly financial statements and the annual audited NAV of the respective Fund.
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 ordinary and preferred equity instruments
It was deemed appropriate to hold the fair value of the Company’s unquoted preferred equity instrument in North Sails Group
holding company at par value as at year end. The valuation approach has been supported and 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 Group and
the achievement of revenue and EBITDA growth forecasts supporting enterprise valuations of the company. During the year,
North Sails Group achieved revenue and EBITDA growth of 3.0% and 26.2% respectively over the prior year and was one of the
largest contributors to OCI NAV growth.
On 18 December 2024, the Company converted £86 million of its preferred equity position in North Sails Group into ordinary
equity. Following the conversion the Company continues to hold £61 million in preferred equity, which will attract a coupon rate
of 5% from 1 January 2025. A warrant against 5% of the Fund II value in North Sails, due to originally mature on 30 June 2025,
has been prorated down to 2%, reflecting the equity conversion, and will now mature on 30 June 2026.
The warrants provide the Company with additional exposure to and potential equity appreciation of North Sails Group based on
their financial performance upon exit. The fair value of the warrants is dependent on the financial performance of North Sails
Group. 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.
The Company has assessed the overall probability of the warrant being exercised in the future and determined that it is low,
given the inherent uncertainty associated with the maturity date. Applying prudent judgment, the Company has concluded that
the fair value of the warrant is nil as of 31 December 2024.
194
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
Significant Unobservable inputs for Level III investments
Oakley 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 Oakley Funds are highly
sensitive to movements in the fair values of the underlying portfolio companies.
The underlying portfolio companies owned by the Oakley 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. Significant
unobservable inputs include EBITDA multiples and Revenue multiples. The EBITDA and revenue multiple per Fund strategy and
the impact of an increase in multiple on the FV of the unquoted portfolio companies are summarised below:
EBITDA multiples – Ranges
Impact to FV measurement from
increase in multiple
Revenue multiples – Ranges
Impact to FV measurement from
increase in multiple
Venture Funds1
n/a
n/a
n/a
n/a
Private Equity Funds
Small-mid buyout
8.5x – 18.2x
Higher
3.6x – 4.6x
Higher
Mid buyout
8.6x – 27.4x
Higher
0.8x – 2.4x
Higher
1. Given the startup nature of businesses in which Venture Funds invest, short-term earnings-based multiples are typically considered inappropriate. Instead, the initial basis for
valuation is the investment price, adjusted (where appropriate) to consider a range of qualitative factors impacting value. Based on an assessment of these factors, it is
determined whether the fair value of underlying investments has increased, decreased, or stayed the same.
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 8% 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 2024, a 2% increase to the discount factor would result in a 0.1% movement in net assets
attributable to shareholders (2023: 0%). A 2% decrease to the discount factor would have an equal and opposite effect. Refer to
Note 5.4(a).
Unquoted equity investments
The fair value of the Company’s equity investment in North Sails Group was determined using the market approach.
Description
Fair value
Valuation technique
Significant unobservable
inputs
Range for unobservable
inputs
Sensitivity to change in significant
unobservable inputs
Unlisted equity
investment
£154.1m
(2023:
£144.5m)
Sum of the parts based on
market approach using
comparable trading
multiples and comparable
precedent transactions
Discounted cashflow
method1
EBITDA multiple2
Revenue multiple
Discount rate
10.4x-12.5x
1.3x-1.9x
5%-9%
Increase (decrease) in
revenue multiple or EBITDA
multiple would result in a
higher (lower) estimated fair
value measurement.
An increase in the discount
rate would result in a lower
fair value.
Changing one or more
unobservable inputs does not
have a significant impact on
fair value.
1 Included in the investment in North Sails Group are unquoted preferred equity instruments held at par value as of 31 December 2024 which approximates fair value which
is supported by an independent third-party valuation adviser.
2 Represents a weighted EBITDA multiple for business segments within the North Sails Group, which are valued using EBITDA multiples.
195
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
Transfers between levels
There were no transfers between the Levels during the year ended 31 December 2024 (2023: 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 2024 and 2023, are as follows:
Level I investments:
Quoted equity securities
2024
£’000
2023
£’000
Fair value at beginning of year
68,770
25,289
Purchases
3,770
32,752
Net change in unrealised gains (losses) on investments
(2,457)
10,729
Fair value of Level I investments at end of year
70,083
68,770
Level III investments:
Funds
£’000
Unquoted debt
securities
£’000
Unquoted
equity
instruments
£’000
Total
£’000
For the year ended 31 December 2024
Fair value at beginning of year
787,888
6,098
144,450
938,436
Purchases
329,088
–
–
329,088
Proceeds on disposals (including interest)
(150,425)
–
–
(150,425)
Realised gain on sale
(41,966)
–
–
(41,966)
Interest income and other fee income
–
699
–
699
Net change in unrealised gains (losses) on investments
73,130
–
9,691
82,821
Fair value at end of year
997,715
6,797
154,141
1,158,653
Level III investments:
Funds
£’000
Unquoted debt
securities
£’000
Unquoted
equity
instruments
£’000
Total
£’000
For the year ended 31 December 2023
Fair value at beginning of year
875,774
159,926
–
1,035,700
Purchases
137,266
21,113
147,136
305,515
Proceeds on disposals (including interest)
(267,742)
(176,374)
–
(444,116)
Realised gain on sale
181,212
–
–
181,212
Interest income and other fee income
–
1,433
–
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
Other financial instruments
Financial instruments, other than financial instruments at fair value through profit and loss, where carrying values reasonably
approximate fair value:
2024
£’000
2023
£’000
Cash and cash equivalents
103,358
207,155
Trade and other receivables
734
1,368
Trade and other payables
(1,234)
(8,690)
Borrowings
(105,638)
–
These financial instruments are considered to approximate fair value due to their short-term nature, nominal value alignment and
limited credit risk.
196
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
11. Cash and cash equivalents
2024
£’000
2023
£’000
Cash and demand balances at banks
64,772
71,293
Short-term deposits1
38,586
135,862
103,358
207,155
1. As of 31 December 2024, the short-term deposit accounts with Barclays Bank and Royal Bank of Scotland had 32 and 35 days withdrawal notice periods, with
corresponding interest rates of 2.70% and 2.95% respectively (2023: 30 day withdrawal notice periods, and 3.45% and 4.20% interest rates respectively).
12. Trade and other receivables
2024
£’000
2023
£’000
Prepayments
424
1,058
Amounts due from related parties
310
310
734
1,368
13. Trade and other payables
2024
£’000
2023
£’000
Trade payables
44
216
Amounts due to related parties
–
8,244
Other payables
1,190
230
1,234
8,690
14. Interest income
2024
£’000
2023
£’000
Finance income on investments carried at amortised cost:
Cash and cash equivalents
3,957
2,656
Interest income on investments designated as at fair value through profit and loss:
Debt securities
699
1,291
4,656
3,947
197
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
15. Taxation
The Company may be subject to foreign withholding taxes in respect of income derived from its investments in other
jurisdictions. For the year ended 31 December 2024, the Company was not subjected to foreign withholding taxes (2023: nil).
During 2023, there were discussions held between the Company 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, the
Company is not expected to be within the scope of this 15% CIT. As of the year ended 31 December 2024, the Company remains
out of scope of the 15% CIT.
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 (2023: nil).
2024
2023
Basic and diluted earnings per share
£0.15
£0.27
Profit for the year (‘000)
£26,856
£47,488
Weighted average number of shares in issue (‘000)
176,418
176,418
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 and the values of assets and
liabilities as reported in the balance sheet.
2024
2023
Basic and diluted Net Asset Value per share
£6.95
£6.84
Net assets attributable to shareholders (‘000)
£1,225,956
£1,207,039
Number of shares in issue at year end (‘000)
176,418
176,418
198
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
18. Share capital
(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 2024, the Company did not undertake any share purchases. During the year ending
31 December 2023, the Company did not undertake any share purchases.
As at 31 December 2024, the Company's issued and fully paid share capital was 176 million ordinary shares (2023: 176 million).
2024
‘000
2023
’000
Ordinary shares outstanding at the beginning of the year
176,418
176,418
Ordinary shares purchased
–
–
Ordinary shares outstanding at the end of the year
176,418
176,418
(b) Share premium
Share premium represents the amount received in excess of the nominal value of ordinary shares.
19. Dividends
On 14 March 2024, the Board of Directors declared a final dividend for 2023 of 2.25 pence per ordinary share, resulting in a
dividend of £3.97 million paid on 26 April 2024 (2023: 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).
On 12 September 2024, 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 18 October 2024 (2023: 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).
20. Commitments
The Company had the following outstanding capital commitments in euros as at period end:
Original
commitment
€’000
2024
€’000
2023
€’000
Fund I and Fund II
392,398
11,7802
16,134
Fund III
325,780
46,587
50,496
Fund IV
400,000
90,600
125,000
Fund V
800,000
364,065
654,265
Origin I
129,300
28,446
65,297
Origin II
190,000
178,600
184,300
PROfounders Fund III
30,000
21,595
25,541
Touring I1
96,610
40,093
50,051
Total outstanding commitments (€’000)
2,364,088
781,766
1,171,084
Total outstanding commitments (£’000)
1,954,277
646,248
1,015,332
1. The total original commitment for Touring I is $100 million.
2. This contains only Fund II's outstanding capital commitment. As of 3 September 2024 Fund I was wound up.
199
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
21. Borrowings
As of 31 December 2024, the Company had drawn down £106 million including accrued interest of the £225 million facility,
incurring interest expenses of £7.1 million.
The facility has a term of 24 months and is due to be renewed in July 2025, with seven months remaining as at period end.
22. Related parties
Related parties transactions not disclosed elsewhere in the Consolidated Financial Statements are as follows:
One Director of the Company, Peter Dubens, is also a Director of the Investment Adviser, an entity which provides services to,
and receives compensation from, the Company. The agreements between the Company and these service providers are based
on normal commercial terms, as disclosed in the 2024 Annual Report.
The Company holds unquoted debt security with Time Out amounting to £6.8 million as at the year end (2023: £6.1 million). The
terms of the debt are considered to be on a commercial basis.
23. Events after balance sheet date
The Board of Directors has evaluated subsequent events from the year end through 12 March 2025, which is the date the
Consolidated Financial Statements were available for issue.
The Board of Directors has evaluated subsequent events from the year end through to the 12 March 2025, which is the date the
annual consolidated financial statements were available for issue. The following event has been identified for disclosure: On 12
March 2025 the Board of Directors approved a final dividend of 2.25 pence per share in respect of the financial year ended 31
December 2024. This is due to be paid on 25 April 2025 to shareholders registered as holding shares in the company on 20
March 2025, being the ex-dividend date.
200
Oakley Capital Investments / Annual Report 2024 / Notes to financial statements
Financial statements
Directors and advisers
Directors
Caroline Foulger
Chair
Richard Lightowler
Senior Independent Director
Fiona Beck
Independent Director
Steve Pearce (appointed in November
2024)
Independent Director
Peter Dubens
Director
Registered office
5th Floor
11 Bermudiana Road
Pembroke HM 08
Bermuda
Advisers
Investment Adviser and Administrative
Agent
Oakley Capital Limited
3 Cadogan Gate
London SW1X 0AS
United Kingdom
Adviser as to UK Law
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
United Kingdom
Company Secretary and Adviser as to
Bermudian Law
Carey Olsen
5th Floor, Rosebank Centre
11 Bermudiana Road
Pembroke HM 08
Bermuda
Financial Adviser and Broker
Deutsche Numis
45 Gresham Street
London EC2V 7BF
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
CREST Depositary
Computershare Investor Services PLC
PO Box 82
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
United Kingdom
201
Oakley Capital Investments / Annual Report 2024 / Directors and advisers
Other information
Glossary and Alternative Performance Measures
Administrative Agent
Oakley Capital Limited (‘OCL’), in respect of the Company.
AIF
Alternative Investment Fund as at 31 December 2024, Oakley Capital Investments Limited is a non-EU AIF.
Attribution analysis:
movement in NAV and
investments
1. Realised gains/(losses) on investment income and expenses relate to the income and expenses of the
underlying fund investments during the period.
2. Realised gains/(losses) on investments include realised gains/(losses) on both underlying fund and Direct
Investments.
3. Unrealised gains/(losses) on investment FX result from the conversion of year-end fund holdings from the
Oakley Funds’ reporting currency to pounds.
4. Unrealised gains/(losses) on investments are primarily driven by the movement in unrealised gains/(losses)
of the Fund’s portfolio investments and any other changes in OCI’s share of fund holdings.
Attribution analysis:
movement in portfolio
companies
Realised and unrealised gains/(losses) are presented for the top ten largest movements in indirect portfolio
company valuations and realisations. 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 to pounds, any change in OCI’s
share of fund holdings and OCI’s Direct Investments.
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 portfolio.
Board/Directors
The Board of Directors of the Company.
CAGR
Compound Annual Growth Rate.
Commitments
The amount committed by an investor to the Funds whether or not such amount has been advanced in whole
or in part.
Company/OCI
Oakley Capital Investments Limited, a company incorporated with limited liability in Bermuda and registered
number 40324.
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 used in the
valuation of the underlying companies. The EV/EBITDA multiple in the report is weighted by OCI’s look-
through fair value of the underlying investments at period-end.
Exchange rate
The GBP:EUR exchange rate at 31 December 2024 was £1: €1.2097.
The GBP:USD exchange rate at 31 December 2024 was £1:$1.2445.
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.
202
Oakley Capital Investments / Annual Report 2024 / Glossary and Alternative Performance Measures
Other information
Administrative Agent
Oakley Capital Limited (‘OCL’), in respect of the Company.
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 V-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 Two
Limited in respect of Fund II (previously Oakley Capital II Limited) and Oakley Capital Three Limited in respect
of Fund III (previously Oakley Capital 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.
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.
IRR
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.
Look-through
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 Fund's reporting currency to pounds exchange rate.
LTM
Last twelve months.
LTM EBITDA growth
Organic EBITDA increase over the last 12 months of the year ended 31 December 2024, weighted by OCI’s
look-through fair value of the underlying investments at year end.
MM
Money Multiple, which is Total Value divided by Total Cost Invested, illustrating return on capital.
NAV
Net Asset Value is the value of the Company’s total assets less total liabilities.
Net Debt/EBITDA
Multiple
The Net Debt/EBITDA multiple compares a company's Net Debt to its annual EBITDA used in the valuation of
the underlying companies. The Net Debt/EBITDA multiple in the report is weighted by OCI's look-through fair
value of the underlying investments at period-end.
Oakley
The Investment Adviser, being Oakley Capital Limited.
Oakley Funds
The Oakley Funds consist of ‘Oakley Private Equity Funds’ and ‘Oakley Venture Funds’.
Oakley group
Oakley Capital Group Holdings Limited as the ultimate holding company and controlling party, Oakley Capital
Limited as Investment Adviser and Administrative Agent, Oakley Capital Manager Limited as the manager,
Oakley Capital Manager Sa.r.l as the AIFM , the General Partners, the Subadvisers and any other General
Partner of successor Oakley Funds or any additional management or holding entities formed under the
control of Oakley Capital Group Holdings Limited
Oakley Private Equity
Portfolio
Fund I, Fund II, Fund III, Fund IV, Fund V, Origin Fund I, Origin Fund II and (as applicable) any successor Funds.
Oakley Venture Fund
Portfolio
Touring Fund I and PROfounders III.
OCI
Oakley Capital Investments Limited.
203
Oakley Capital Investments / Annual Report 2024 / Glossary and Alternative Performance Measures
Other information
Administrative Agent
Oakley Capital Limited (‘OCL’), in respect of the Company.
OCI Direct Investments Comprising OCI's investment in Time Out and North Sails.
Open Cost
The open cost of investments at 31 December 2024 is the investment cost net of amounts realised from partial
exits and refinancings, where applicable.
Origin I Fund
Those limited partnerships constituting the Fund known as the Origin I Fund, comprising Oakley Capital
Origin A SCSp, Oakley Capital Origin B SCSp, Oakley Capital Origin C SCSp and Oakley Capital Origin Master
SCSp.
Origin II Fund
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, Oakley Capital Origin II-C 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
The combined Total Proceeds divided by the combined Total Cost of the Investment exited in the period.
SFS
The Specialist Fund Segment is a segment of the London Stock Exchange’s regulated Main Market.
Subadvisers
Subadvisers consist of Oakley Capital GmbH, Oakley Capital S.r.l and Oakley Capital S.L.U.
Total NAV Return per
share
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.
Total Portfolio
The Total Portfolio is the fair value of OCI’s investments, made up of the Oakley Funds’ investments on a look-
through basis, and OCI’s Direct Investments. This can be reconciled to the NAV as below:
Total Portfolio
Oakley Private Equity Portfolio
1,152.4
Oakley Venture Fund Portfolio
48.9
Other Oakley Fund assets/(liabilities)
(203.6)
OCI Direct Investments
231.0
Cash and Other
(2.7)
NAV
NAV
1,226.0
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 period, 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 B2 SCSp, Oakley Touring
Venture C SCSp and Oakley Touring Venture Aggregator SCSp.
Vintage
References to the period the Fund was launched.
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Other 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:
January
Publication of Q4 2024 trading update
March
Final results for the year announced, Annual Report published
April
Payment of final dividend
Publication of Q1 2025 trading update
May
Capital Markets Day
July
Publication of Q2 2025 trading update
September
Interim results announced, Interim Report published
October
Payment of interim dividend
Publication of Q3 2025 trading update
Share dealing
Investors wishing to purchase or sell shares in the Company
may do so through a stockbroker, financial adviser, bank or
share-dealing platform. To purchase this investment, you
should read the Key Information Document (‘KID’) before
buying or selling shares in the Company.
OCI shares can be purchased through a range of broker
platforms including but not limited to: Hargreaves Lansdown,
Transact Online, iDealing.com, Interactive Investor, Charles
Stanley Direct, AJ Bell, Youinvest and comdirect.
Dividend
The final dividend proposed in respect of the year ended
31 December 2024 is 2.25 pence per share.
Ex-dividend date (date from which shares are transferred without dividend)
20 March 2025
Record date (last date for registering transfers to receive the dividend)
21 March 2025
Dividend payment date
25 April 2025
Important information
Past performance is not a reliable indicator of future results.
There is an inherent risk in investing, with no guaranteed
return on any investments made. The value of OCI shares can
fall as well as rise and you may get back less than you invested
when you decide to sell your shares.
Rights attaching to shares
The rights attaching to the shares are set out in the bye-laws
of the Company. All or any of the special rights for the time
being attached to the shares or any class of shares may be
varied, modified or abrogated either with the consent in
writing of the shareholders of not less than three-fourths of
the issued shares of that class or with the sanction of a special
resolution passed at a separate general meeting of the holders
of the shares of that class. There are no restrictions on the
transfer of ordinary shares other than those which may be
imposed by law from time to time. There are no special
control rights in relation to the Company’s shares and the
Company is not aware of any agreements between holders of
securities that may result in restrictions on the transfer of
securities or on voting rights. In accordance with the Market
Abuse Regulation and the Company’s share dealing code,
Board members and certain employees of the Company’s
service providers are required to seek approval to deal in the
Company’s shares.
At a general meeting of the Company, every holder of shares
who is present in person or by proxy shall, on a poll, have one
vote for every share of which they are the holder.
All the rights attached to a treasury 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 2024, the Company did not hold
any treasury 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.
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Other information
Digital-first reporting
Following the latest regulatory guidance, our reporting suite is now created
digital-first, with all versions (online, PDF and filing) delivered from the same
digital content. This includes a fully interactive ESEF report, built to maximise the
online accessibility of the mandatory format (iXBRL). This award-winning
approach enables our reporting to meet stakeholders' needs while also being
accessed by machines and AI tools.
User-friendly, accessible reporting
Our online ESEF report is mobile-friendly and accessible, including easy-to-use,
high-quality iXBRL data. Our PDF annual report is now more accessible too and
is available to download 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
With thanks to animation artist Jonas Strandberg
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www.oakleycapitalinvestments.com