TIDMOCI
RNS Number : 1929L
Oakley Capital Investments Limited
09 September 2021
9 September 2021
Oakley Capital Investments Limited
Interim Results for the Six Months ended 30 June 2021
Oakley Capital Investments Limited(1) ("OCI" or the "Company")
today announces its interim results for the six months ended 30
June 2021. OCI is a listed investment company providing consistent,
long-term returns in excess of the FTSE All-Share Index by
investing in the funds managed by Oakley Capital(2) ("Oakley").
The Oakley Funds invest primarily in unquoted, pan-European
businesses across three sectors: Technology, Consumer and
Education. Oakley creates value and sustainable growth through
performance improvement, business transformation and M&A.
Strong earnings growth from a digitally-focused portfolio drives
total NAV return of 11%. Net Assets reach GBP804m, with GBP172m
cash available for new investments following four new platform
deals
INTERIM FINANCIAL HIGHLIGHTS
-- Net Asset Value ("NAV") per share of 445 pence and NAV of GBP804 million
-- Total NAV return of 11% since 31 December 2020 (+45 pence) and 26% since 30 June 2020 (+94
pence)
-- Increase in portfolio valuation was driven 75% by EBITDA growth and 25% by increase in EV/EBITDA
multiple
-- Total shareholder return of 28%
-- The Company invested GBP95 million and its share of proceeds was GBP51 million
-- Cash of GBP172 million at 30 June 2021
-- Outstanding Oakley Fund commitments of GBP438 million
-- Half-year dividend of 2.25 pence per share, to be paid on 14 October 2021 to shareholders
on the register on or before 24 September 2021
PORTFOLIO HIGHLIGHTS
-- Average portfolio company year-on-year EBITDA growth of 35% (2020 annual results: 20%)
-- Average portfolio company valuation multiple (EV/EBITDA) of 12.3x (2020 annual results: 11.8x)
-- Average net debt to EBITDA ratio of 3.5x (2020 annual results: 3.9x)
-- 14 of 21 portfolio companies met or exceeded their pre-COVID budgets
-- 7 0 % of portfolio companies delivering their products or services digitally is key performance
driver
-- In addition to the increase in Time Out's share price (+16 pence NAV per share uplift), the
largest drivers of NAV movement were:
- IU Group (+15 pence) - financial growth driven by increased student intake, which grew 70%
year on year
- TechInsights (+6 pence) - strong performance underpinned by a continuing shift to recurring
revenues and an expected rebound in the semiconductor industry
- Wishcard Technologies (+5 pence) - voucher sales continue to show robust growth across B2B
and online channels
- Foreign Exchange (-14 pence) - 4.3% increase in GBP:EUR had a negative impact on NAV
PROCEEDS
OCI's share of proceeds from divestments, refinancings and
repayment of loans amounted to GBP51 million, consisting of:
-- IU Group - GBP29 million from refinancing
-- Daisy Group - GBP17 million from full repayment of an OCI loan to portfolio company
-- Daisy Group - GBP5 million from the exit of Fund II's stake in the Digital Wholesale Solutions
division
INVESTMENTS IN THE PERIOD
OCI made a total look-through investment of GBP95 million which,
aside from some minor follow-on investments, was attributable to
four new platform deals:
-- idealista (Fund IV) - GBP43 million - Southern Europe's leading property portal
-- Dexters (Fund IV) - GBP13 million - London's premier independent chartered surveyors and estate
agents
-- ICP Education (Fund IV) - GBP27 million - leading independent group of U.K. children's nurseries
-- ECOMMERCE ONE (Origin Fund) - GBP6 million - provider of ecommerce software in German-speaking
Europe
CASH & COMMITMENTS
-- Balance sheet - O CI has no leverage and had cash on the balance sheet of GBP172 million at
30 June 2021, comprising 21% of NAV
-- Recent commitments - OCI's total commitment to the Oakley Capital Origin Fund, which closed
in January 2021, was EUR129 (GBP111) million
-- Outstanding commitments - total Oakley Fund commitments are GBP438 million
INVESTMENTS POST PERIOD
Notable transactions completing after 30 June 2021 include:
-- ACE Education - Fund III exit and Origin follow-on investment: Origin invested alongside Groupe
Amaury to benefit from strong growth potential and the commercial and strategic benefits Amaury
offers ACE Education, via its strength in the French market
-- Ekon - transformational acquisition: Fund III's combination of PRIMAVERA with Ekon creates
the largest independent provider of business software in Iberia
-- WindStar Medical - first bolt-on acquisition: adding L.A.B. Cosmetics to WindStar's platform
wins access to the 'clean beauty' industry where growth is outpacing the wider beauty market
-- Ocean Technologies Group - fifth bolt-on deal: acquiring SAAS provider COMPAS continues the
transformation of the business into a diversified software platform for the maritime industry
-- OCI purchased for cancellation two million ordinary shares at a price of 354 pence per share
OUTLOOK
Robust earnings growth, strong prospects for investments and
realisations, and ample dry powder lay the foundations for a
successful full year:
-- Earnings growth - the tech-focused portfolio continues to benefit from accelerating megatrends
including the shift to online for consumers and businesses, and global demand for quality,
accessible education
-- Cash - significant 'dry powder' means OCI is well-placed to meet its commitments to the Oakley
Funds as they make new investments during a period of significant opportunity
-- Activity - strong prospects for investments and realisations thanks to Oakley's proven and
repeatable sourcing strategy, rich pipeline and portfolio of highly attractive assets
The Half-Year Report and Accounts are available on the Company's
website:
https://oakleycapitalinvestments.com/investor-centre/publications/
A video overview of the six-month performance is also available
here:
https://oakleycapitalinvestments.com/videos/
Caroline Foulger, Chair of Oakley Capital Investments Limited,
commented:
"OCI's portfolio has sustained its pattern of strong performance
in spite of ongoing COVID-related uncertainty. Impressive earnings
growth continues to drive NAV growth, helped by the digital focus
of the portfolio companies and the products and services they
deliver. The Board is pleased to underline that we remain confident
in the long-term outlook for the Oakley Funds and their ability to
continue generating consistent value for investors."
Peter Dubens, Managing Partner of Oakley Capital Limited,
commented:
"During the period, we continued to demonstrate our capacity to
originate and execute off-market deals through our network of
business founders, laying the foundations for future growth.
Looking ahead, our investment pipeline is very encouraging thanks
to our track record as partner of choice for ambitious
entrepreneurs and management teams, with whom we adopt proven value
creation strategies."
- ends -
Results presentation
A live presentation of the results, delivered by Oakley Capital
Partner Steven Tredget, will take place at 09:00 BST today,
Thursday 9 September 2021. The presentation will available to view
via video webcast at the following link:
https://www.investis-live.com/oakley-capital/6127a0e2c746d50a00a93918/yelf
A recording will be made available on the Company's website
shortly after the meeting.
For further information please contact:
Oakley Capital Limited
+44 20 7766 6900
Steven Tredget, Investor Relations
Greenbrook Communications Limited
+44 20 7952 2000
Alex Jones / Michael Russell
Liberum Capital Limited (Financial Adviser & Broker)
+44 20 3100 2000
Chris Clarke / Darren Vickers / Owen Matthews
Notes:
LEI Number: 213800KW6MZUK12CQ815
(1) About Oakley Capital Investments Limited ("OCI")
OCI is a Specialist Fund Segment ("SFS") traded investment
vehicle that aims to provide shareholders with consistent long-term
capital growth in excess of the FTSE All-Share Index by providing
liquid access to private equity returns through investment in the
Oakley Funds.
A video introduction to OCI is available at
https://oakleycapitalinvestments.com/videos/
The contents of the OCI website are not incorporated into, and
do not form part of, this announcement.
(2) The Oakley Funds
Oakley Capital Private Equity L.P. and its successor funds,
Oakley Capital Private Equity II, Oakley Capital Private Equity
III, Oakley Capital IV and Oakley Capital Origin Fund are unlisted
lower-mid to mid-market private equity funds that aim to provide
investors with significant long-term capital appreciation. The
investment strategy of the Funds is to focus on buy-out
opportunities in industries with the potential for growth,
consolidation and performance improvement.
Oakley Capital, the Investment Adviser
Founded in 2002, Oakley Capital Limited has demonstrated the
repeated ability to source attractive growth assets at attractive
prices. To do this it relies on its sector and regional expertise,
its ability to tackle transaction complexity and its deal
generating entrepreneur network.
Important information
Specialist Fund Segment securities are not admitted to the
Official List of the Financial Conduct Authority. Therefore, the
Company has not been required to satisfy the eligibility criteria
for admission to listing on the Official List and is not required
to comply with the Financial Conduct Authority's Listing Rules.
The Specialist Fund Segment is intended for institutional,
professional, professionally advised and knowledgeable investors
who understand, or who have been advised of, the potential risk
from investing in companies admitted to the Specialist Fund
Segment.
This announcement may include "forward-looking statements".
These forward-looking statements are statements regarding the
Company's objectives, intentions, beliefs or current expectations
with respect to, amongst other things, the Company's financial
position, business strategy, results of operations, liquidity,
prospects and growth. Forward-looking statements are subject to
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Accordingly
the Company's actual future financial results, operational
performance and achievements may differ materially from those
expressed in, or implied by, the statements. Given these
uncertainties, prospective investors are cautioned not to place any
undue reliance on such forward-looking statements, which speak only
as at the date of this announcement. The Company expressly
disclaims any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual
results or any change in the Company's expectations with regard to
them or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by the
Financial Services and Markets Act 2000, the Listing Rules or
Prospectus Regulation Rules of the Financial Conduct Authority or
other applicable laws, regulations or rules.
CHAIR'S STATEMENT
Digital focus underpins NAV growth and new investments.
It is very pleasing to report that amidst the ongoing disruption
caused by COVID-19, OCI has continued to perform strongly during
the period, sustaining a pattern of above-average returns. EBITDA
growth of 35% across the investment portfolio underpinned a total
NAV return per share of 11% in the six-month period (and 26% over
12 months), thanks to the pronounced digital focus of the companies
in the portfolio, as well as the active management provided by the
Funds' adviser Oakley Capital. OCI has also benefitted from
Oakley's ability to continue sourcing promising investment
opportunities at attractive valuations, and several new investments
were made by the Funds during the period, laying the foundation for
future growth.
While some of our underlying companies remain affected by the
pandemic, the Board is pleased to see how many businesses continued
to perform well, led most notably by IU Group (formerly Career
Partner Group). The tech-focused education business was one of the
biggest contributors to NAV growth and is now Germany's largest and
fastest-growing university, buoyed by increased demand for quality
online learning. Another example of strong performance is
market-leading property portal idealista, a new platform investment
completed early this year which is already reporting robust growth
thanks to growing demand across Southern Europe.
There is a common thread running through these stories that also
touches so many more Oakley Fund companies: the growth in global
internet usage. This is by no means a new megatrend, but it has
gained potency during COVID-19 as more businesses and consumers
shift to online, driving demand for the services and products that
Oakley's portfolio provides. For example, WebPros' webhosting
"software-as-a-service" today supports the operations of more than
80 million websites around the world, Grupo Primavera is helping
thousands of Iberian SMEs to migrate their IT systems to the cloud.
Meanwhile, more and more consumers are logging on to 7NXT's online
fitness classes and nutrition plans. The digital focus of the
portfolio means that over 75% of revenues are recurring or
subscription-based, providing a degree of income certainty.
New investments
We are encouraged to see the same digital focus informing new
investments. In addition to idealista, Oakley made three platform
investments during the period, including ECOMMERCE ONE whose
software supports online sales for merchants across German-speaking
Europe. This transaction essentially combines one business
introduced through the Oakley Network of entrepreneurs with another
company, which demonstrates yet again the Investment Adviser's
ability to execute complex transactions in a much sought-after
sector by leveraging its connections to source leading
opportunities, outside a traditional, often expensive auction
process.
Cash and Commitments
A healthy cash balance provides firepower for new investments.
At the end of the period, OCI had no debt and cash reserves of
GBP172m, amounting to 21% of NAV. The Board believes this puts OCI
in a strong position to take advantage of a promising period for
fresh investments in existing Oakley Funds and the opportunity to
commit to future funds. History shows that, on average, fund
vintages that follow a macroeconomic downturn tend to
outperform.
Environmental, Social and Governance & sustainability
At OCI we are committed to promoting responsible investing as a
way to de-risk investments and support value creation, since
research shows that companies with higher ESG scores tend to
outperform the wider market. Oakley integrates ESG considerations
throughout its investment cycle, from origination to growth and
exit. We have been encouraged by Oakley's further investment in its
ESG capabilities, this period helping portfolio companies to adopt
more sustainable business practices. This is already beginning to
bear fruit: two companies, Alessi and North Sails Apparel, have
achieved coveted B Corp status. In addition, OCI is developing its
own direct Corporate Social Responsibility strategy to roll out in
due course.
Transparency in communications
The Board has made it a priority to enhance shareholder
communications and boost transparency by further developing our
digital communications. Last year we invested in producing our
inaugural digital Annual Report, supported by interactive graphics
and video. We are incredibly pleased that this has been recognised
by industry body the Association of Investment Companies ('AIC')
which awarded OCI "Best Report and Accounts 2021 - Alternative". To
boost communication and transparency further we have taken the
decision to increase the frequency of OCI's NAV reporting to the
market by moving to quarterly updates commencing in 2022.
Discount
At OCI we strongly believe that improved, more frequent
communications will help shareholders and would-be investors to
better understand our underlying investment strategy, our portfolio
and the drivers of NAV growth. While OCI's share price currently
sits below the NAV per share, we are confident that these measures,
together with ongoing share buybacks and repeated performance, will
help the price to better reflect the quality and recurring growth
of our underlying assets.
Share purchases
The Board is committed to continuing its programme of share
buybacks as an essential tool for value creation, while pursuing a
careful approach to cash management that balances buybacks with
cash inflows, the pace of existing Fund investment and possible
future Fund commitments. Post-period end, the Board authorised a
buy-back of 2 million shares, which were acquired and cancelled at
a price of 354p. It is also pleasing to see sustained share
purchases by Board members and Oakley partners during the period,
and their combined holding has now reached 11%, ensuring that the
interests of the Board and Oakley Capital are aligned with our
shareholders. At the same time, the shareholder registry has
further diversified, and the top ten shareholders' combined holding
has fallen further from 80% in 2018 to 64% as at 30 June 2021. We
continue to welcome an increasing number of private investors onto
the register, attracted by the liquid access and superior returns
that OCI provides.
Dividend
In April, a final dividend of 2.25 pence per share was paid for
the period ended 31 December 2020. We are pleased to announce that
an interim dividend of 2.25 pence per share will be paid in October
2021.
Outlook
Whilst the global economy has generally rebounded strongly from
the depths of COVID-19, the ongoing pandemic continues to cause
uncertainty for certain businesses. In this environment, it is
reassuring to see that our underlying portfolio companies have
continued to perform well, thanks to the digital focus of their
business models, and a strong focus on active management, which you
can read more about in the Investment Adviser's report. At the same
time, Oakley has continued its solid track record in sourcing
promising, proprietary investments, thereby avoiding the more
expensive deals that bedevil the wider private equity industry,
thus laying the foundations for future, sustainable NAV growth. The
Board is pleased to underline that we remain confident in the
long-term outlook for the Oakley Funds and their ability to
continue generating consistent value for investors.
Caroline Foulger
Chair
8 September 2021
INVESTMENT ADVISERS REPORT
Oakley's effective origination strategy means the firm continues
to unearth attractive, proprietary investment opportunities.
It is testament to the resilience of private equity that the
industry has rebounded so strongly since the depths of the
pandemic. Over the past 18 months, deal-making and fundraising have
surged to new records, and private equity firms are now sitting on
more than $2.2 trillion of so-called "dry powder"1 ready to pour
into new investments. That is pushing up valuations, especially in
the "hot" sectors that have performed so well during the pandemic,
such as technology and business software. This market exuberance
inevitably raises investor concerns about the impact it may have on
future returns as more money chases fewer deals. The good news is
that Oakley's effective origination strategy means the firm
continues to unearth attractive, proprietary investment
opportunities in sought-after sectors. At the same time, Oakley's
portfolio of tech-enabled businesses continues to profit from the
exciting megatrends that have accelerated during the pandemic.
Sustaining EBITDA growth
While some companies remain impacted by COVID-19 restrictions,
the majority of Oakley's investments performed well during the
period. On average, EBITDA across the portfolio grew 35% over the
last 12 months, buoyed by growing trends including the shift to
online shopping, the migration of business IT to the cloud and the
increasing international demand for quality, accessible education.
EBITDA growth is also supported by a programme of investment to
help portfolio companies realise their full potential. During the
period, Oakley continued to enable management teams to recruit key
talent, professionalise their business models by enhancing business
processes and controls, transform their digital marketing and
e-commerce offerings and execute transformational M&A. A strong
example of this is Ekon's recent combination with PRIMAVERA to
create Iberia's leading independent provider of business software,
with a mission to help thousands of SMEs in the region to migrate
their IT systems to the cloud. Oakley's focus on sustainability and
ESG factors, the screening process pre-investment and through
ownership to exit, not only helps mitigate investment risk, but
helps build value by de-risking business models for future
investors. During the period, North Sails became the second
portfolio company to gain coveted B Corp status, underlining the
company's commitment to sustainable growth.
Effective origination
Oakley has also continued to benefit from an origination
strategy that is proven to uncover the most promising investment
deals. The opportunity to invest in ECOMMERCE ONE was introduced to
us by a German tech entrepreneur with deep sector expertise who
Oakley had previously partnered with on its investment in consumer
technology company Wishcard Technologies Group in 2019. The
ECOMMERCE ONE deal, completed in June this year, demonstrates the
effectiveness of Oakley's entrepreneur network for sourcing
proprietary deals as well as leveraging valuable market insights to
help assess opportunities. Proactive sector screening is another
key part of Oakley's origination strategy. Our investment in
children's nursery group ICP Education followed a detailed sector
screening exercise that identified attractive and compelling market
drivers in early years education. ICP also builds on our
significant experience as one of the most active investors in
Europe's education sector. Meanwhile, our investment in London
estate agents Dexters demonstrates our willingness to embrace
complex investment situations, building on our track record and
capabilities to unearth pockets of value that can form the
foundation for future market leaders. These latest investments have
sustained our long-term record: 75% of investments are uncontested
deals and 40% are carve-outs.
The case for reinvestments
The growing surplus of capital in the private equity market
means there is robust interest in acquiring our businesses when it
comes to exit, supporting high valuations. Often, Oakley decides to
reinvest in its businesses to ensure investors can continue to
benefit from the strong growth of its most promising portfolio
companies. In 2019 Oakley reinvested in WebPros, which has
continued to generate double-digit earnings growth. In July this
year, and immediately after the period end, Origin reinvested in
ACE Education alongside France's Groupe Amaury in order to benefit
from the growing demand for quality, vocational higher education
across Europe. Our collaboration with Amaury also demonstrates
Oakley's ability to forge deep strategic partnerships with other
like-minded investors that help to expand our networks and
capabilities. Our reinvestment in WebPros was made alongside CVC,
Europe's largest private equity investor. Meanwhile, our
partnership with EQT on idealista builds on our joint collaboration
with Facile, Italy's leading price comparison website.
Hybrid working delivers
The disruption caused by the COVID-19 pandemic has forced
businesses to completely change the way they work, and private
equity is no exception, with key activities including deal-making
and fundraising impacted. Last year, Oakley successfully raised the
maiden Origin fund, largely completing its investor meetings and
due diligence virtually. The benefits of maintaining a flexible
approach to hybrid working through a mix of working in the office
and at home, sustained by digital communications, are very clear:
improved efficiencies, reach and accessibility across the firm.
Better collaboration between teams and across offices supports
better outcomes in terms of finding new deals and building
successful businesses. The success from rolling out our hybrid
working model without compromising Oakley's culture has given us
the confidence to expand our geographic footprint, even during a
pandemic. Oakley's Milan office will open later this year, adding
to our existing hubs in London, Munich and Luxembourg, boosting the
firm's ability to find new deals, deepen its network and support
portfolio companies in an important market for Oakley.
The way ahead
As cash-rich private equity investors explore new strategies to
allocate their capital, Oakley remains resolutely focused on its
core, proven investment strategy: backing high-growth, attractive
private businesses in the European mid-market. Indeed, we believe
this strategy will continue to provide promising opportunities as
companies remain private for longer, and more founders turn to
private equity not just for capital but also to leverage their
know-how and support as they seek to grow their businesses
post-pandemic. Oakley has a rich pipeline of exciting investment
prospects thanks to its strong origination platform. It has the
right sector focus and track record, and a well-resourced
investment team and operating platform, to help companies grow,
generate jobs and wealth, and to sustain strong returns for
investors
(1) Source: S&P Global Market Intelligence.
ENVIRONMENTAL, SOCIAL & GOVERNANCE
The Board has endorsed Oakley's policy to advise on the
investment of the Company's resources in a responsible manner. In
the period, Oakley has focused on the following key areas of ESG,
consistent with its belief that investing responsibly protects and
creates value:
Cybersecurity
Cybersecurity maturity assessments have been undertaken across
the portfolio (with some still ongoing) and bespoke roadmaps for
improvement have been developed.
Climate
Oakley has joined initiative Climate International ('iCI') - a
private equity action group on climate change, with a collective
commitment to understand and reduce carbon emissions of private
equity-backed companies and secure sustainable investment
performance.
Diversity & Inclusion
D&I Committee and working groups have been formed with a
focus on recruitment, culture and training.
OCI NAV OVERVIEW
OCI's NAV grew from GBP728 million to GBP804 million, an
increase of 11% since 31 December 2020 to 445 pence per share.
Proceeds during the period(1)
During the period, OCI's share of proceeds from divestments,
refinancings and repayment of loans amounted to GBP51 million,
consisting of:
-- Realisations - GBP5 million - the exit of Fund II's stake in
the Digital Wholesale Solutions division of the Daisy Group;
-- Refinancings - GBP29 million - the refinancing of IU Group;
-- Direct debt repayment - GBP17 million - the full repayment of a loan to the Daisy Group.
Investments during the period(1)
During the period, OCI made total look-through investments of
GBP95 million, of which GBP89 million were platform investments,
and GBP6 million were bolt-on and follow-on investments,
comprising:
-- Platform investments - GBP89 million - the acquisitions of
idealista (Fund IV), Dexters (Fund IV), ICP Education (Fund IV) and
ECOMMERCE ONE (Origin Fund);
-- Bolt-on and follow-on investments - GBP6 million - a bolt-on
to Grupo Primavera, and further investments into North Sails and
Globe-Trotter.
(1) Proceeds and investments are included on a look-through
basis.
OUTSTANDING COMMITMENTS OF OCI
Outstanding commitments to the Oakley Funds as at 30 June 2021
were GBP437.8 million, of which GBP212.9 million was to Fund IV and
GBP107.7 million to the Origin Fund, both of which are currently in
their investment period. Funds I and II are in the realisation
phase and Fund III has reached the end of its investment period
with future acquisitions limited to bolt-on investments to the
current portfolio.
OCI has no leverage and had cash on the balance sheet of
GBP171.5 million at 30 June 2021. Cash has decreased from GBP223.1m
at 31 December 2020, largely due to two capital calls to finance
Fund IV's investments in idealista and ICP Education. Cash
represents 21% of total NAV at 30 June 2021 (31% at 31 December
2020).
Outstanding Outstanding
at 30 June at 30 June
Total commitment 2021 2021
Fund Fund vintage (EURm) (EURm) (GBPm) % of NAV
------------- ---------------- ------------ ------------ --------
Oakley Fund I 2007 202.4 2.8 2.4 0
-------------------------- ------------- ---------------- ------------ ------------ --------
Oakley Fund II 2013 190.0 13.3 11.4 1
-------------------------- ------------- ---------------- ------------ ------------ --------
Oakley Fund III 2016 325.8 120.6 103.4 13
-------------------------- ------------- ---------------- ------------ ------------ --------
Oakley Fund IV 2019 400.0 248.0 212.9 27
-------------------------- ------------- ---------------- ------------ ------------ --------
Origin Fund 2020 129.3 125.4 107.7 13
-------------------------- ------------- ---------------- ------------ ------------ --------
Outstanding commitments 510.1 437.8 54
----------------------------------------- ---------------- ------------ ------------ --------
Cash and cash equivalents 171.5 21
----------------------------------------- ---------------- ------------ ------------ --------
Net outstanding commitments unfunded
by cash resources at the
year end 266.3 33
----------------------------------------------------------- ------------ ------------ --------
OVERVIEW OF OCI'S UNDERLYING INVESTMENTS
OCI's NAV at 30 June 2021 was GBP804 million, a NAV per share of
445 pence.
Year of
Investments Sector Location investment Open cost Fair value
Fund I
Time Out Consumer Global 2010 GBP57.9m GBP32.9m
---------- ---------------- ----------- --------- ----------
OCI's proportionate allocation of Fund I investments (on GBP32.9m
a look through basis)
--------- ----------
Other Assets and Liabilities (GBP3.5m)
--------- ----------
OCI's investment in Fund I GBP29.4m
--------- ----------
Fund II
North Sails Consumer Global 2014 GBP43.8m GBP34.3m
---------- ---------------- ----------- --------- ----------
Daisy Technology UK 2015 GBP8.5m GBP11.5m
---------- ---------------- ----------- --------- ----------
OCI's proportionate allocation of Fund II investments GBP45.8m
(on a look through basis)
--------- ----------
Other Assets and Liabilities GBP4.0m
--------- ----------
OCI's investment in Fund II GBP49.8m
--------- ----------
Fund III
Casa & atHome Technology Italy/Luxembourg 2017 GBP0.0m GBP8.5m
---------- ---------------- ----------- --------- ----------
Schülerhilfe Education Germany 2017 GBP30.0m GBP45.9m
---------- ---------------- ----------- --------- ----------
TechInsights Technology Canada 2017 GBP0.3m GBP25.8m
---------- ---------------- ----------- --------- ----------
ACE Education Education France 2017 GBP6.9m GBP15.8m
---------- ---------------- ----------- --------- ----------
IU Group Education Germany 2018 GBP0.0m GBP99.0m
---------- ---------------- ----------- --------- ----------
Facile Technology Italy 2018 GBP20.0m GBP40.3m
---------- ---------------- ----------- --------- ----------
Grupo Primavera Technology Spain 2019 GBP22.6m GBP22.6m
---------- ---------------- ----------- --------- ----------
Iconic BrandCo Consumer Italy/UK 2019/2020 16.3m GBP16.3m
---------- ---------------- ----------- --------- ----------
OCI's proportionate allocation of Fund III investments GBP274.4m
(on a look through basis)
--------- ----------
Other Assets and Liabilities (GBP42.1m)
--------- ----------
OCI's investment in Fund III GBP232.3m
--------- ----------
Fund IV
Ocean Technologies Group Education Norway/UK 2019 GBP20.8m GBP26.5m
---------- ---------------- ----------- --------- ----------
Wishcard Technologies Group Consumer Germany 2019 GBP15.8m GBP29.4m
---------- ---------------- ----------- --------- ----------
Contabo Technology Germany 2019 GBP4.8m GBP18.4m
---------- ---------------- ----------- --------- ----------
WebPros Technology Switzerland/USA 2020 GBP43.4m GBP55.6m
---------- ---------------- ----------- --------- ----------
Windstar Consumer Germany 2020 GBP29.2m GBP29.2m
---------- ---------------- ----------- --------- ----------
idealista Technology Spain 2021 GBP41.5m GBP41.5m
---------- ---------------- ----------- --------- ----------
Dexters Consumer UK 2021 GBP13.4m GBP14.7m
---------- ---------------- ----------- --------- ----------
ICP Education Education UK 2021 GBP26.9m GBP26.9m
---------- ---------------- ----------- --------- ----------
OCI's proportionate allocation of Fund IV investments GBP242.2m
(on a look through basis)
--------- ----------
Other Assets and Liabilities (GBP82.7m)
--------- ----------
OCI's investment in Fund IV GBP159.5m
--------- ----------
Origin Fund
7NXT Technology Germany 2020 GBP10.2m GBP13.9m
---------- ---------------- ----------- --------- ----------
ECOMMERCE ONE Technology Germany 2021 GBP5.8m GBP5.8m
---------- ---------------- ----------- --------- ----------
OCI's proportionate allocation of Origin Fund investments GBP19.7m
(on a look through basis)
--------- ----------
Other Assets and Liabilities (GBP16.1m)
--------- ----------
OCI's investment in Origin Fund GBP3.6m
--------- ----------
Direct investment
Time Out Equity Consumer Global GBP40.1m
------ ---------- ---------------- ----------- --------- ----------
North Sails Debt Consumer Global GBP66.6m
------ ---------- ---------------- ----------- --------- ----------
North Sails Apparel Debt Consumer Global GBP44.3m
------ ---------- ---------------- ----------- --------- ----------
Fund Facilities Debt n/a n/a GBP6.9m
------ ---------- ---------------- ----------- --------- ----------
Total direct investments GBP157.9m
--------- ----------
Total OCI investments GBP632.5m
--------- ----------
Cash, other assets and liabilities GBP171.9m
--------- ----------
Total OCI NAV GBP804.4m
--------- ----------
Other Assets and Liabilities comprise OCI's share of, primarily,
cash, receivables and third-party fund debt facilities.
Direct equity securities
Investor's confidence in Time Out's ability to bounce back from
the pandemic was reflected in a significant increase in the share
price from 35.5p at 31 December 2020 to 59.5p at 30 June 2021. 2020
was a challenging year for Time Out due to the unprecedented impact
of COVID-19, however the measures that the Company has taken to
adapt the re-opening of the Time Out Markets and the further
strengthening of the balance sheet by successfully completing an
equity placing in April, raising GBP17 million, has enabled the
performance of the business to improve in 2021.
Direct debt securities
The Company provides debt facilities to certain portfolio
companies. These are provided at market interest rates, allowing
OCI to generate higher returns than would be earned on cash
reserves.
Fund II exited the Digital Wholesale Solutions division of the
Daisy Group. A direct loan of GBP17.5 million, including interest
was repaid to OCI using part of the proceeds from the realisation.
At the period end, loans to the portfolio company North Sails were
GBP110.9 million.
The Company also provides an annual revolving credit facility to
Fund I which was renewed in June 2021.
SUPPLEMENTARY INFORMATION
DIRECTORS' REPORT
Financial prospects and position
The Board has considered the sustainability and resilience of
the Company's business model over the long term, including
consideration of the impacts of COVID-19, and has based its
assessment of the prospects of the Company on this consideration.
This period of assessment of long-term prospects is greater than
the period over which the Board has assessed the Company's
viability.
The Board considers three years as the most appropriate time
period over which to assess the long-term viability of the Company,
as required by the AIC Code. This time period has been chosen as a
reasonable period over which the Board can reasonably, and with a
sufficient degree of likelihood, assess the Company's prospects and
over which the existing Oakley Fund commitments will largely be
drawn.
The Board has established procedures which provide a reasonable
basis to make proper judgments on an ongoing basis as to the
principal risks, financial position and prospects of the
Company.
Regular reporting to the Risk Committee of the Board provides
for ongoing analysis and monitoring against risk appetite.
Strategic considerations of the Board as it relates to financial
prospects of the Company include:
-- Use of leverage. The Company has to date chosen not to lever its balance sheet.
-- Foreign exchange risk hedging. The Company does not hedge its
foreign exchange exposure due to the unpredictable timing and
quantum of private equity fund capital calls and distributions.
-- Cash management - monitoring of cash flow forecasts enabling
the Company to meet ongoing commitments to the Funds.
-- Commitment to future Oakley Fund contributions based on
analyses of liquidity forecasts and investment opportunities
-- Utilising, periodically, surplus cash balances to implement
share buy-backs for cancellation.
After making enquiries and given the nature of the Company and
its investments, the Directors, after due consideration, conclude
that the Company will be able to continue for the foreseeable
future (being a period of 12 months from the date of this report).
Furthermore, the Directors are not aware of any material
uncertainty regarding the Company's ability to do so.
In reaching this conclusion, the Directors have assessed the
nature of the Company's assets and cash flow forecasts and consider
that adverse investment performance should not have a material
impact on the Company's ability to meet its liabilities as they
fall due. Accordingly, they are satisfied that it is appropriate to
adopt a going concern basis in preparing these Consolidated
Financial Statements.
Responsibility statement of the Directors in respect of the
Annual Report
Each of the Directors, whose names and functions are listed in
the Directors and Advisers section of this report, confirms that,
to the best of his/her knowledge:
-- the Interim Report includes a fair review of the development
and performance of the business and the position of the
Company;
-- the consolidated interim financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting and
give a true and fair view of the assets, liabilities, financial
position and results of the Company, and are in compliance with the
requirements set out in the Bermuda Companies Act 1981 (as
amended);
-- the Interim Report includes a fair review of the information required by:
a) 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the current financial year and their impact
on the consolidated interim financial statements, and a description
of the principal risks and uncertainties for the remaining six
months of the year; and
b) 4.2.8R of the Disclosure Guidance and Transparency Rules,
being all related party transactions that have taken place in the
first six months of the current financial year which have
materially affected the financial position or performance of the
Company during that period and any changes in the related party
transactions described in the Annual Report and accounts that could
materially affect the financial position or performance of the
Company during the first six months of the current financial year;
and
-- the consolidated interim financial statements should be read
in conjunction with the latest Annual Report and financial
statements which were prepared in accordance with IFRS. These
financial statements provide the information necessary to assess
the Company's position and performance, business model and
strategy, and is fair, balanced and understandable.
On behalf of the Board.
Caroline Foulger
Chair
8 September 2021
Principal Risks and Uncertainties
During the period under review, the Risk Committee has continued
to identify, assess, monitor and manage risks within the Company,
including those that would impact its future performance, solvency,
liquidity or reputation. This review includes the monitoring of
risk exposure compared with the risk appetite established by the
Board.
Key risks and uncertainties of the Company are assessed on a
scale, considering their impact and likelihood. The Committee
monitors detailed and, wherever possible, quantifiable indicators
of the Company's exposure to risk, segmented into five core
categories, summarised below. During 2021, regular consideration
was given to the impact COVID-19 had in each of the five categories
of risk.
Principal risks
Financial performance
Risks and uncertainties Impact Mitigation
The Company's investment The main driver During the period, the Board considered
activities expose of the Company's the impact of COVID-19 on valuations. Specifically,
it to a variety performance is this included monitoring the impact on
of financial risks the valuation of operating and financial performance of
that include credit, the underlying portfolio companies. Whilst some impact
liquidity, interest portfolio companies remains, the portfolio has continued to
rate, currency held by the Oakley benefit from an investment focus on technology-enabled
and valuation risk. Funds as well as businesses.
Further details its direct investments. The credit risk of lending to the Oakley
are disclosed in The Audit Committee Funds or direct debt investments in portfolio
Note 5 to the Consolidated and Risk Committee companies is considered on a case-by-case
Financial Statements. consider valuation and aggregate basis by the Board and Risk
methods and estimates Committee. Direct credit investments continued
used by Oakley to be reduced during 2021, with North Sails
to value the Funds. and a loan to Oakley Fund I being the only
This includes monitoring investments remaining, as part of a continued
the movements in strategy towards a clear focus on Fund
the valuations investments.
of the underlying Strength in GBP has had a negative impact
portfolio on a on the Company's NAV in 2021. However,
quarterly basis the Company holds investments in portfolio
and challenges companies located outside the UK, notably
movements which Western Europe, which are valued in non-GBP
differ from expectations. currencies. The Company may hedge the foreign
Material changes exchange exposure to any non-GBP investments
in valuations have as deemed appropriate by the Board from
a significant impact time to time. The Risk Committee considers
on performance. potential hedging strategies for recommendation
to the Board, and has to date recommended
not to hedge any currency risk aside from
keeping a nominal amount of cash holding
in GBP for servicing three years' operating
expenses.
The Company is indirectly exposed to interest
rate risk through the debt facilities held
by the Oakley Funds. The fixed interest
rate direct debt investments on OCI's balance
sheet has a weighted duration of less than
one year at any given time, thus not considered
a material interest rate or inflation risk.
This risk is therefore not currently deemed
to be significant given the current low
interest rate environment, but is regularly
monitored by the Board.
-------------------------- -------------------------------------------------------
Company performance
Risks and uncertainties Impact Mitigation
The Risk Committee The Company considers Consistent with guidelines and tolerances
monitors and manages the most impactful set by the Board, the Committee considers
a Board-set appetite drivers of its potential corrective action within its
on Company performance performance to control, in the event of tolerances being
with a clear focus be the pipeline exceeded.
on stakeholder of Fund investments The availability of investment pipeline,
interests as measured available for investment, i.e. future Oakley Fund investment opportunities,
by share price. relative to liquid are considered in tandem with the opportunity
Shareholder return, cash positions, cost of potential cash drag relative to
NAV return, share and underlying liquidity risk. Dividend policy and share
price discount portfolio Company buy-back programmes are also considered
to NAV and dividend performance in in tandem with liquidity risk.
yield are all actively the Fund investments.
monitored and actions Reputational risk,
recommended for sustainability
Board approval considerations
as deemed appropriate. and dividend policy
are also factored
into performance
management.
-------------------------- --------------------------------------------------
Operational risk
Risks and uncertainties
Risks and uncertainties Impact Mitigation
(i) Outsourcing (i) Outsourcing (i) Outsourcing
The Company relies Significant disruption Through the Management Engagement Committee,
heavily upon the of service providers regular reviews of the performance of service
services provided could have adverse providers (including the Administrative
by contracted third-party impacts on timing Agent and Investment Adviser) are conducted.
advisers. The valuation and quality of The performance assessment considers cost,
of the underlying financial reporting efficiency, internal controls, performance,
portfolio companies, and safeguarding key person risk and compliance with the
cyber security, of assets. terms of arrangements. The results of these
data management, reviews are shared with the Board and monitored
accounting records by the Risk Committee as part of the appetite.
and maintenance From 1 July 2021, Oakley Capital Limited
of regulatory and replaced Mayflower Management Services
legal requirements, (Bermuda) Limited as the Administrator.
depend on the effective The Administrator is responsible for the
operation of key Company's general administrative requirements
service providers. such as the calculation of the net asset
value and net asset value per share and
maintenance of the Company's accounting
records.
Oakley Capital Limited is a related party
to the Company. Prior to appointment, an
independent fairness opinion was obtained
and no issues were found with the arrangement.
There is a clear segregation of duties
between the Administrator and the Investment
Adviser functions.
------------------------- ----------------------------------------------------
(ii) Governance (ii) Governance (ii) Governance
The effective Strong governance The Company has a clear commitment to
operation of the is recognised as governance with tone set by the Board.
Board, including a key performance The Nomination Committee is responsible
its composition measure and is for selection of Directors and evaluation
and skills mix, embedded in all of the Board and individual Directors annually.
is key to the continued activities of the The Company implements strict policies
success of the Company. Good governance to track, monitor and mitigate conflicts
Company and is has a positive of interest on both an individual and transactional
monitored by the impact on performance. basis. All Directors were re-appointed
Risk Committee at the AGM of the Company on 26 July 2021.
and overseen by The Risk Committee maintains a register
the Nomination of potential conflicts of interest for
Committee of the appropriate mitigation in the event of
Board. perceived conflicts, and ensures appropriate
implementation of necessary protocol when
decisions are taken.
------------------------- ----------------------------------------------------
Regulatory risk
Risks and uncertainties Impact Mitigation
Changes in legislation, Cost and resourcing The Governance, Regulatory and Compliance
regulation and/or implications of Committee tracks and reports on emerging
government policy new and/or changing regulatory, tax and legal developments potentially
could significantly regulation can impacting the Company. These are monitored
impact the Company's result in material within the Company's risk framework. The
performance. impacts to the Committee receives regular reporting and
Company. input from the Company's legal counsel (both
Compliance failures UK and Bermuda), financial adviser, and Oakley's
can further result internal compliance team.
in penalties, censure
or reputational
damage.
---------------------- ---------------------------------------------------
Liquidity risk
Risks and uncertainties Impact Mitigation
As the Company The ability to The Company maintains a level of liquidity
invests in illiquid meet ongoing operational to enable it, based on cash flow projections,
private equity liquidity needs to meet its capital commitments to the Oakley
closed-ended funds and capital calls Funds as well as being able to participate
and direct private related to Fund in any other potential investment opportunities
debt and equity commitments is within its strategy. Cash flow models are
investments, forecasting of the highest reviewed at least quarterly to manage cash
cash flows is priority for the throughout the investment cycle. This enables
a key component Company. The level the Company to fulfil its commitments as
in managing liquidity of new Fund commitment they fall due, manage longer-term commitments,
risk. These cash is driven from actively manage liquid cash resources, and
flow forecasts longer-term future consider the capacity to commit to future
include significant Fund cash flow Oakley Funds.
estimates as to projections, which The Risk Committee actively monitors future
timing and quantum are considered cash flow forecasts with a focus on understanding
of cash inflows within a range key assumptions and estimates, and maintenance
and outflows. of probabilities. of liquidity within established risk tolerances.
------------------------- --------------------------------------------------
SHAREHOLDER INFORMATION
Financial calendar
The announcement and publication of the Company's results is
expected in the months shown below:
January Trading update for
the
year announced
March Final results for
the year announced,
Annual Report published
------------------------
April Payment of final
dividend
------------------------
July Interim trading
update announced
------------------------
September Interim results
announced,
Interim Report
published
------------------------
October Payment of interim
dividend
------------------------
Dividend
The final dividend proposed in respect of the period ended 30
June 2021 is 2.25 pence per share.
Ex-dividend date 23 September
(date from which 2021
shares are transferred
without dividend)
Record date (last 24 September
date 2021
for registering
transfers
to receive the
dividend)
---------------
Dividend payment 14 October 2021
date
---------------
Share dealing
Investors wishing to purchase or sell shares in the Company may
do so through a stockbroker, financial adviser, bank or
share-dealing platforms.
To purchase this investment, you must have read the Key
Information Document ('KID') before the trade can be executed. In
accordance with Article 15 of the PRIIPs RTS (2017/653), an updated
KID is available on the Company's website at
https://oakleycapitalinvestments.com/publication-category/other-publications/
If you are proposing to use Computershare Investor Services PLC
to purchase shares, please contact them directly and they will
provide you with the KID either by email or post.
You can contact them on +44 370 703 0084.
Important information
Past performance is not a reliable indicator of future results.
The value of OCI shares can fall as well as rise and you may get
back less than you invested when you decide to sell your
shares.
WHY INVEST IN LISTED PRIVATE EQUITY?
Private equity targets investments in privately owned businesses
across all sectors, from recognisable household names to companies
with significant growth potential. It then seeks to help these
companies maximise their value during the holding period. While
private equity funds are not accessible to most private investors,
one attractive alternative is buying shares in listed investment
companies that provide access to these funds and the performance of
the private companies they back.
A bigger pond and superior performance
The number of public companies in North America and Europe is
decreasing by just over 2% per annum, reflecting a simultaneous
decline in IPOs and an increase in delistings and take-private
transactions. In contrast, private equity continues to grow in
scale and sophistication, with the industry reaching $4.5 trillion
in global assets under management at the end of the first half of
2020(1) .This has resulted in the number of private equity-backed
companies increasing by over 8% per annum, a trend that looks set
to continue as businesses favour access to abundant levels of
capital and expertise to drive long-term growth, without the
distractions of public ownership(2) .
Global private equity has achieved consistently strong returns
throughout the past decade and has continued to outperform during
the COVID-19 pandemic, as the asset class's long-term investment
horizon is well placed to weather short-term disruption. The sector
benefits from portfolio diversity and reduced volatility through
exposure to a range of fast-growing companies, often in sectors
that are harder to access through public markets. As a result, the
global private equity benchmark has consistently outperformed the
FTSE All-share index during the past ten years, with both revenue
and profit growth consistently superior to listed companies
globally.
Democratising access to private equity returns
Due to the investment ticket size and the conventional ten-year
term of commitment required, typical private equity fund investors
are large institutions such as pension funds, insurance companies
or sovereign wealth funds. For most retail investors, private
equity funds are unattainable.
Listed private equity offers a solution to these barriers.
Private equity investment trusts are publicly listed companies that
commit capital to private equity funds. Investors can buy and sell
shares as with any public company, reducing the minimum level of
investment required to the price of one share. This increases
liquidity for the fund, whilst allowing retail investors to benefit
from superior returns.
A hands-on approach
Private equity investment isn't solely about access to capital.
It also allows high-quality private companies to benefit from
private equity managers' operational professionals, who bring deep
sector expertise and engage with companies on a daily basis. They
may hold seats on boards, enabling them to embed deeply within
organisations and directly oversee the enhancement of a company's
value.
Management fees reflect the value of this active approach,
meaning that they are typically higher than those of a public
equity fund. However, the benefits of an engaged, experienced
manager are manifested in the Fund's returns. When selecting a
manager, therefore, it is important to choose one that has a strong
track record.
The Company has been listed since 2007 and provides access to
Oakley Capital's proven record of sourcing high-quality,
diversified investments; supporting their growth through active
management; and selling them at attractive multiples. The companies
Oakley backs, typically enjoy a set of key characteristics: market
leader in their chosen niche; stable, recurring revenue streams;
diversified customer bases; opportunities to expand service
proposition; and scope for mergers and acquisitions. The result for
shareholders is access to a globally diversified, carefully
selected portfolio which provides market-leading returns.
(1) Source: Preqin.
(2) Source: Pitchbook.
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
The financial statements and notes to the financial statements
are unaudited for the periods to and as at 30 June 2020 and 30 June
2021. All 31 December 2020 balance sheet items and 12 month figures
to 31 December 2020 are audited.
6 months ended 6 months ended
30 June 2021 30 June 2020
Notes GBP'000 GBP'000
Income
----- -------------- --------------
Interest income 4,949 5,375
----- -------------- --------------
Net realised gains (losses) on investments at
fair value through profit and loss 6, 7 21,926 191,260
----- -------------- --------------
Net change in unrealised gains (losses) on investments
at fair value through profit and loss 6, 7 59,458 (189,109)
----- -------------- --------------
Net foreign currency gains (losses) (3,945) 15,670
----- -------------- --------------
Other income 114 147
----- -------------- --------------
Total Income 82,502 23,343
----- -------------- --------------
Expenses 10 (1,960) (5,475)
----- -------------- --------------
Profit attributable to equity shareholders/total
comprehensive income 80,542 17,868
----- -------------- --------------
Earnings per share
----- -------------- --------------
Basic and diluted earnings per share 11 GBP0.45 GBP0.09
----- -------------- --------------
CONSOLIDATED BALANCE SHEET (UNAUDITED)
As at As at
30 June As at 30 June
2021 31 December 2020
Notes GBP'000 2020 GBP'000 GBP'000
Assets
----- -------- ------------- --------
Non-current assets
----- -------- ------------- --------
Investments 6, 7 632,532 505,124 431,139
----- -------- ------------- --------
632,532 505,124 431,139
----- -------- ------------- --------
Current assets
----- -------- ------------- --------
Trade and other receivables 833 33 150
----- -------- ------------- --------
Cash and cash equivalents 171,517 223,090 261,495
----- -------- ------------- --------
172,350 223,123 261,645
----- -------- ------------- --------
Total assets 804,882 728,247 692,784
----- -------- ------------- --------
Liabilities
----- -------- ------------- --------
Current liabilities
----- -------- ------------- --------
Trade and other payables 453 297 892
----- -------- ------------- --------
Total liabilities 453 297 892
----- -------- ------------- --------
Net assets attributable to shareholders 804,429 727,950 691,892
----- -------- ------------- --------
Equity
----- -------- ------------- --------
Share capital 13 1,806 1,806 1,943
----- -------- ------------- --------
Share premium 13 188,144 188,144 222,179
----- -------- ------------- --------
Retained earnings 614,479 538,000 467,770
----- -------- ------------- --------
Total shareholders' equity 804,429 727,950 691,892
----- -------- ------------- --------
Net asset per ordinary share
----- -------- ------------- --------
Basic and diluted net assets per
share 12 GBP4.45 GBP4.03 GBP3.56
----- -------- ------------- --------
Ordinary shares in issue 180,600 180,600 194,260
----- -------- ------------- --------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Total
Retained shareholders'
Share capital Share premium earnings equity
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 January 2020 1,986 229,728 454,294 686,008
------------- ------------- --------- --------------
Profit for the period/total comprehensive
income - - 17,868 17,868
------------- ------------- --------- --------------
Ordinary shares repurchased and
cancelled (43) (7,549) - (7,592)
------------- ------------- --------- --------------
Dividends - - (4,392) (4,392)
------------- ------------- --------- --------------
Total transactions with equity
shareholders (43) (7,549) (4,392) (11,984)
------------- ------------- --------- --------------
Balance at 30 June 2020 1,943 222,179 467,770 691,892
------------- ------------- --------- --------------
Profit for the period/total comprehensive
income - - 74,518 74,518
------------- ------------- --------- --------------
Ordinary shares repurchased and
cancelled (137) (34,035) - (34,172)
------------- ------------- --------- --------------
Dividends - - (4,288) (4,288)
------------- ------------- --------- --------------
Total transactions with equity
shareholders (137) (34,035) (4,288) (38,460)
------------- ------------- --------- --------------
Balance at 31 December 2020 1,806 188,144 538,000 727,950
------------- ------------- --------- --------------
Profit for the period/total comprehensive
income - - 80,542 80,542
------------- ------------- --------- --------------
Ordinary shares repurchased and
cancelled - - - -
------------- ------------- --------- --------------
Dividends - - (4,063) (4,063)
------------- ------------- --------- --------------
Total transactions with equity
shareholders - - (4,063) (4,063)
------------- ------------- --------- --------------
Balance at 30 June 2021 1,806 188,144 614,479 804,429
------------- ------------- --------- --------------
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
6 months ended 6 months ended
30 June 2021 30 June 2020
Notes GBP'000 GBP'000
Cash flows from operating activities
----- -------------- --------------
Purchases of investments 6 (87,584) (48,320)
----- -------------- --------------
Sales of investments 6 42,806 280,948
----- -------------- --------------
Accrued interest repayments and other income 6 3,627 4,855
----- -------------- --------------
Expenses paid (2,604) (18,427)
----- -------------- --------------
Bank interest received 190 17
----- -------------- --------------
Net cash provided by (used in) operating activities (43,565) 219,073
----- -------------- --------------
Cash flows from financing activities
----- -------------- --------------
Purchase of ordinary shares 13 - (17,722)
----- -------------- --------------
Dividends paid (4,063) (4,392)
----- -------------- --------------
Net cash provided by (used in) financing activities (4,063) (22,114)
----- -------------- --------------
Net increase in cash and cash equivalents (47,628) 196,959
----- -------------- --------------
Cash and cash equivalents at beginning of period 223,090 48,866
----- -------------- --------------
Net increase (decrease) in cash and cash equivalents (47,628) 196,959
----- -------------- --------------
Effect of foreign exchange rate changes (3,945) 15,670
----- -------------- --------------
Cash and cash equivalents at end of period 171,517 261,495
----- -------------- --------------
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. Reporting entity
Oakley Capital Investments Limited (the 'Company') is a
closed-end investment company incorporated under the laws of
Bermuda on 28 June 2007.
The Company invests in the following private equity funds
structures (the 'Funds'):
Fund Group name Country of establishment Limited partnerships included
Fund I Bermuda Oakley Capital Private Equity L.P.(1)
------------------------ -----------------------------------------------
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 SCSp(1)
Oakley Capital Private Equity IV-B SCSp
Oakley Capital Private Equity IV-C SCSp
------------------------ -----------------------------------------------
Origin Fund Luxembourg Oakley Capital Origin Master SCSp
Oakley Capital Private Equity Origin A SCSp(1)
Oakley Capital Private Equity Origin B SCSp
Oakley Capital Private Equity Origin C SCSp
------------------------ -----------------------------------------------
OCPE Education(2) Bermuda OCPE Education L.P.
OCPE Education (Feeder) L.P.
------------------------ -----------------------------------------------
(1) Denotes the limited partnership in which the Company has
made a direct investment.
(2) The Company ceased to invest in OCPE Education on 24 April
2020.
The defined term "Company" shall, where the context requires for
the purposes of consolidation, include the Company's sole and
wholly owned subsidiary, OCI Financing (Bermuda) Limited ('OCI
Financing'). OCI Financing provides financing to NSG Apparel BV, an
entity that forms part of the North Sails Group in which Fund II
invests.
The Company is listed on the Specialist Fund Segment ('SFS') of
the London Stock Exchange ('LSE'), with the ticker symbol
"OCI".
2. Basis of preparation
The consolidated interim financial statements of the Company
have been prepared on a going concern basis and under the
historical cost convention, except for financial instruments at
fair value through profit and loss, which are measured at fair
value. The consolidated interim financial statements of the Company
are unaudited.
COVID-19 continues to cause disruption to economies around the
world, however the roll-out of the vaccination programme and
adjustment to new ways of working has meant that uncertainty is
gradually decreasing. As a result, private equity activity has
rebounded strongly during the first six months of 2021 and
consequently valuations have increased, particularly in the sectors
that have remained resilient, such as technology and business
software.
The Board of Directors considers that it is appropriate to adopt
the going concern basis of accounting in preparing these
consolidated Financial Statements. In reaching this assessment, the
Board of Directors has considered a wide range of information
relating to the present and future conditions, including the
continued impact of COVID-19 on some of the portfolio companies of
the Funds, as well as the impact on investment and sale
expectations for each of the Funds, cash flow projections and the
longer-term strategy of the Company.
As part of the assessment, the Board of Directors:
-- Assessed liquidity, solvency, and capital management. The
Company considered liquidity risk as the risk that the Company 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. Unfunded
commitments to the Funds are irrevocable and can exceed cash and
cash equivalents available to the Company. Based on current cash
flow projections and barring unforeseen events, the Company expects
to be able to meet its obligations as they fall due.
As at 30 June 2021, cash and cash equivalents of the Company
amounted to GBP171,517,000. The Company had total unfunded capital
and unquoted debt security commitments of GBP439,112,000 relating
to the Funds which are expected to be called over the next four to
five years. Under the Company's by-laws, the Company is permitted
to borrow up to 25% of total shareholders' equity which would
amount to approximately GBP201,107,000 for the period ending 30
June 2021. As at 30 June 2021, the Company had not made
arrangements to secure any debt facilities. The Directors consider
the Company to have sufficient resources and liquidity and can
continue to operate for a period of at
least 12 months.
-- Considered the estimates inherent to the valuations of the
Funds and the unquoted debt securities. The Company's approach to
valuations was consistent with the prior period'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 cashflow
projections.
-- Assessed the operational resilience of the Company's critical
functions which includes monitoring the Company's key service
providers.
The Board of Directors considers it appropriate to prepare the
consolidated interim financial statements of the Company on the
going concern basis, including having consideration of the residual
impact of COVID-19 on its operations and that of the portfolio
companies of the Funds.
The judgements, assumptions and estimates involved in the
Company's accounting policies that are considered by the Board of
Directors to be the most important to the Company's results and
financial condition are the fair valuation of its investments and
the assessment that the Company meets the definition of an
investment entity.
2.1 Basis for compliance
The consolidated interim financial statements have been prepared
in accordance with IAS 34 Interim Financial Reporting and should be
read in conjunction with the latest Annual Report and Financial
Statements as at and for the year ended 31 December 2020, which
were prepared in accordance with International Financial Reporting
Standards ('IFRS'). These consolidated interim financial statements
do not include all the information required for a complete set of
IFRS financial statements. However, the explanatory notes are
included to explain events and transactions that are significant to
an understanding of changes in the Company's financial position and
performance since the last annual consolidated financial
statements.
The consolidated interim financial statements were authorised
for issue on 8 September 2021 by the Company's Board of
Directors.
2.2 Functional and presentation currency
The consolidated interim financial statements are presented in
Pound Sterling ('Pounds'), which is the Company's functional
currency.
3. Significant accounting policies
The accounting policies used are consistent with those applied
in the latest annual consolidated financial statements. There are
no new standards that have been issued or are effective in the
period that have an effect on the financial statements. There are
some amendments to standards that became effective during the
period, however none have an impact on the financial
statements.
4. Critical accounting estimates, assumptions, and
judgements
The reported results of the Company are sensitive to the
accounting policies, assumptions and estimates that underlie the
preparation of its consolidated interim financial statements. IFRS
require the Board of Directors, in preparing the Company's
consolidated interim 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.
In preparing the consolidated interim financial statements,
significant judgements were made in applying the Company's
accounting policies and the key sources of estimation uncertainty
were consistent with those applied to the annual consolidated
financial statements as at and for the year ended 31 December
2020.
(a) Fair valuation of investments
The fair values assigned to investments held at fair value
through profit and loss are based upon available information at the
time and do not necessarily represent amounts which might
ultimately be realised. Because of the inherent uncertainty of
valuation, these estimated fair values may differ significantly
from the values that would have been used had a ready market for
the investments existed, and those differences could be
material.
Investments held at fair value through profit and loss are
valued by the Company in accordance with relevant IFRS
requirements. Judgement is required in order to determine the
appropriate valuation methodology under these standards.
Subsequently, judgement is required in assessing the net asset
value of the Funds and determining the inputs into the valuation
models used for the unquoted debt securities. Inputs include making
assessments of 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.
The Board of Directors has concluded that the Company meets the
definition of an investment entity as its strategic objective is to
invest in the Funds on behalf of its investors for the purpose of
generating returns in the form of investment income and capital
appreciation.
5. Financial risk management
The Board of Directors, the Company's Risk Committee (the 'Risk
Committee') and Oakley Capital Limited (the 'Investment Adviser')
attribute great importance to professional risk management, proper
understanding and negotiation of appropriate terms and conditions
and active monitoring, including a thorough analysis of reports and
financial statements and ongoing review of investments made. The
Company has investment guidelines that set out its overall business
strategies, its tolerance for risk and its general risk management
philosophy and has established processes to monitor and control the
economic impact of these risks. The Investment Adviser provides the
Board of Directors with recommendations as to the Company's asset
allocation and annual investment levels that are consistent with
the Company's objectives. The Risk Committee develops 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 period under review, the Risk Committee has continued
to identify, assess, monitor, and manage risks within the Company,
including those that would impact its future performance, solvency,
liquidity, or reputation. This review includes the monitoring of
risk exposure compared with the risk appetite established by the
Board.
Key risks and uncertainties of the Company are assessed on a
scale, considering their impact and likelihood. The Committee
monitors detailed and, wherever possible, quantifiable indicators
of the Company's exposure to risk, segmented into five core
categories. During 2021, regular consideration was given to the
impact COVID-19 had in each of the five categories of risk.
6. Investments
Investments as at 30 June 2021:
Total Change
31 December Purchases/ Sales(1) Realised in unrealised
2020 Fair Capital / gains Interest gains 30 June 2021
Value Calls Distributions (losses)(2) and other (losses)(3) Fair Value
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Oakley funds
----------- ---------- -------------- ------------ ---------- -------------- ------------
Fund I 16,149 - - (446) 13,681 29,384
----------- ---------- -------------- ------------ ---------- -------------- ------------
Fund II 53,210 - - 834 (4,200) 49,844
----------- ---------- -------------- ------------ ---------- -------------- ------------
Fund III 217,866 - (21,998) 25,392 11,002 232,262
----------- ---------- -------------- ------------ ---------- -------------- ------------
Fund IV 66,360 76,077 - (2,319) 19,381 159,499
----------- ---------- -------------- ------------ ---------- -------------- ------------
Origin 1,133 645 - (1,535) 3,409 3,652
----------- ---------- -------------- ------------ ---------- -------------- ------------
Total Oakley funds 354,718 76,722 (21,998) 21,926 - 43,273 474,641
----------- ---------- -------------- ------------ ---------- -------------- ------------
Quoted equity
securities
----------- ---------- -------------- ------------ ---------- -------------- ------------
Time Out Group Plc 23,940 - - - 16,185 40,125
----------- ---------- -------------- ------------ ---------- -------------- ------------
Total quoted equity
securities 23,940 - - - - 16,185 40,125
----------- ---------- -------------- ------------ ---------- -------------- ------------
Unquoted debt
securities
----------- ---------- -------------- ------------ ---------- -------------- ------------
Ellisfield (Bermuda)
Limited 17,264 (17,545) - 281 - -
----------- ---------- -------------- ------------ ---------- -------------- ------------
Fund I 6,645 6,862 (6,890) - 247 - 6,864
----------- ---------- -------------- ------------ ---------- -------------- ------------
NSG Apparel 38,709 4,000 - 1,630 - 44,339
----------- ---------- -------------- ------------ ---------- -------------- ------------
Oakley NS (Bermuda)
LP 63,848 - 2,715 - 66,563
----------- ---------- -------------- ------------ ---------- -------------- ------------
Total unquoted debt
securities 126,466 10,862 (24,435) - 4,873 - 117,766
----------- ---------- -------------- ------------ ---------- -------------- ------------
Total investments 505,124 87,584 (46,433) 21,926 4,873 59,458 632,532
----------- ---------- -------------- ------------ ---------- -------------- ------------
(1) Total sales include redemptions, loan repayments (including
accrued interest and arrangement fees) and transfers.
(2) Realised gains/(losses) include realised gains/(losses) on
underlying fund portfolio investments sold in the period, and
income and expenses of the underlying fund during the period.
(3) Unrealised gains/(losses) include FX on the conversion of
period end fund holdings from the Fund's reporting currency (Euros)
to Pounds, plus unrealised gains/(losses) on the Fund's portfolio
investments and any change in OCI's share of fund holdings. Changes
in Provisional Profit Allocation ('carry') are apportioned across
the realised and unrealised gains.
Investments as at 31 December 2020:
Total
31 December Purchases/ sales(1) Realised Change in 31 December
2019 Fair Capital / gains Interest Unrealised 2020
Value Calls Distributions (losses)(2) and other gains (losses)(3) Fair Value
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Oakley funds
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Fund I 33,358 10,906 - - - (28,115) 16,149
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Fund II 57,182 8,689 (16,993) 10,455 - (6,123) 53,210
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Fund III 310,068 - (186,493) 123,345 - (29,054) 217,866
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Fund IV 19,708 32,018 - - - 14,634 66,360
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Origin Fund - 2,856 - - - (1,723) 1,133
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Total Oakley funds 420,316 54,469 (203,486) 133,800 - (50,381) 354,718
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Direct investment
funds
----------- ---------- -------------- ------------ ---------- ------------------ -----------
OCPE Education
(Feeder)
LP 74,984 - (94,210) 74,736 - (55,510) -
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Total direct
investment
funds 74,984 - (94,210) 74,736 - (55,510) -
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Total funds 495,300 54,469 (297,696) 208,536 - (105,891) 354,718
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Quoted equity
securities
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Time Out Group Plc 38,510 12,625 - - - (27,195) 23,940
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Total quoted
equity
securities 38,510 12,625 - - - (27,195) 23,940
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Unquoted debt
securities
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Ellisfield
(Bermuda)
Limited 15,796 - - - 1,468 - 17,264
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Fund I 9,435 1,000 (4,432) - 642 - 6,645
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Fund II 4,398 3,333 (7,985) - 254 - -
----------- ---------- -------------- ------------ ---------- ------------------ -----------
NSG Apparel BV 29,992 6,990 - - 1,727 - 38,709
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Oakley Capital III
Limited 731 - (732) - 1 - -
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Oakley NS
(Bermuda)
LP 43,490 15,066 - - 5,292 - 63,848
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Time Out Group Plc 23,314 2,500 (27,071) - 1,257 - -
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Total unquoted
debt
securities 127,156 28,889 (40,220) - 10,641 - 126,466
----------- ---------- -------------- ------------ ---------- ------------------ -----------
Total investments 660,966 95,983 (337,916) 208,536 10,641 (133,086) 505,124
----------- ---------- -------------- ------------ ---------- ------------------ -----------
(1) Total sales include redemptions, loan repayments (including
accrued interest and arrangement fees) and transfers.
(2) Realised gains/(losses) include realised gains/(losses) on
underlying fund portfolio investments sold in the period, and
income and expenses of the underlying fund during the period.
(3) Unrealised gains/(losses) include FX on the conversion of
period end fund holdings from the Fund's reporting currency (Euros)
to Pounds, plus unrealised gains/(losses) on the Fund's portfolio
investments and any change in OCI's share of fund holdings. Changes
in Provisional Profit Allocation ('carry') are apportioned across
the realised and unrealised gains.
Investments as at 30 June 2020:
Total Change in
31 December sales(1) Realised Unrealised
2019 Purchases/Capital / gains Interest gains 30 June 2020
Fair value Calls Distributions (losses)(2) and other (losses)(3) Fair Value
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Oakley Funds
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Fund I 33,358 10,906 - - - (25,485) 18,779
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Fund II 57,182 - (16,993) 10,455 - (5,983) 44,661
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Fund III 310,068 - (143,666) 107,690 - (74,883) 199,209
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Fund IV 19,708 - - - - (2,751) 16,957
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Total Oakley
Funds 420,316 10,906 (160,659) 118,145 - (109,102) 279,606
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Co-investment
Funds
----------- ----------------- -------------- ------------ ---------- -------------- ------------
OCPE Education
(Feeder)
LP 74,984 - (92,589) 73,115 - (55,510) -
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Total
co-investment
Funds 74,984 - (92,589) 73,115 - (55,510) -
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Total Funds 495,300 10,906 (253,248) 191,260 - (164,612) 279,606
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Quoted equity
securities
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Time Out Group
Plc 38,510 12,625 - - - (24,497) 26,638
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Total quoted
equity
securities 38,510 12,625 - - - (24,497) 26,638
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Unquoted debt
securities
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Ellisfield
(Bermuda)
Limited 15,796 - - - 562 - 16,358
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Fund I 9,435 1,000 (2,124) - 326 - 8,637
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Fund II 4,398 1,983 (2,628) - 174 - 3,927
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Fund III - - - - - - -
----------- ----------------- -------------- ------------ ---------- -------------- ------------
NSG Apparel BV 29,992 4,240 - - 645 - 34,877
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Oakley Capital
III
Limited 731 - (732) - 1 - -
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Oakley NS
(Bermuda)
LP 43,490 15,066 - - 2,540 - 61,096
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Time Out Group
Plc 23,314 2,500 (27,071) - 1,257 - -
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Total unquoted
debt
securities 127,156 24,789 (32,555) - 5,505 - 124,895
----------- ----------------- -------------- ------------ ---------- -------------- ------------
Total
investments 660,966 48,320 (285,803) 191,260 5,505 (189,109) 431,139
----------- ----------------- -------------- ------------ ---------- -------------- ------------
(1) Total sales include redemptions, loan repayments (including
accrued interest and arrangement fees) and transfers.
(2) Realised gains/(losses) include realised gains/(losses) on
underlying fund portfolio investments sold in the period, and
income and expenses of the underlying fund during the period.
(3) Unrealised gains/(losses) include FX on the conversion of
period end fund holdings from the Fund's reporting currency (Euros)
to Pounds, plus unrealised gains/(losses) on the Fund's portfolio
investments and any change in OCI's share of fund holdings. Changes
in Provisional Profit Allocation ('carry') are apportioned across
the realised and unrealised gains.
Quoted equity securities and unquoted debt securities are
additional direct investments in certain of the portfolio companies
of the Funds.
7. Disclosure about fair value of financial instruments
The Company has adopted IFRS 13 in respect of disclosures about
the degree of reliability of fair value measurements. These fair
value measurements are categorised into different levels in the
fair value hierarchy based on the inputs to valuation techniques
used. The Company classifies financial instruments measured at fair
value in the investment portfolio according to the following
hierarchy:
Level I: Quoted prices (unadjusted) in active markets for
identical instruments that the Company can access at the
measurement date. Level I investments include quoted equity
instruments.
Level II: Inputs other than quoted prices included within Level
I that are observable for the instrument, either directly (i.e. as
prices) or indirectly (i.e. derived from prices).
Level III: Inputs that are not based on observable market data.
Level III investments include private equity funds and unquoted
debt securities.
The level in the fair value hierarchy within which the fair
value measurement is categorised is determined on the basis of the
lowest level input that is significant to the fair value
measurement in its entirety. Assessing the significance of a
particular input to the fair value measurement in its entirety
requires judgement, considering factors specific to the instrument.
The determination of what constitutes 'observable' requires
significant judgement by the Company.
The Company considers observable data to be market data that is
readily available, regularly distributed or updated, reliable and
verifiable, not proprietary, and provided by independent sources
that are actively involved in the relevant market.
The following table analyses the Company's investments measured
at fair value as of 30 June 2021 by the level in the fair value
hierarchy into which the fair value measurement is categorised:
Level I Level III Total
GBP'000 GBP'000 GBP'000
Funds - 474,641 474,641
-------- --------- --------
Quoted equity securities 40,125 - 40,125
-------- --------- --------
Unquoted debt securities - 117,766 117,766
-------- --------- --------
Total investments measured at fair value 40,125 592,407 632,532
-------- --------- --------
The following table analyses the Company's investments measured
at fair value as of 31 December 2020 by the level in the fair value
hierarchy into which the fair value measurement is categorised:
Level I Level III Total
GBP'000 GBP'000 GBP'000
Funds - 354,718 354,718
-------- --------- --------
Quoted equity securities 23,940 - 23,940
-------- --------- --------
Unquoted debt securities - 126,466 126,466
-------- --------- --------
Total investments measured at fair value 23,490 481,184 505,124
-------- --------- --------
The following table analyses the Company's investments measured
at fair value as of 30 June 2020 by the level in the fair value
hierarchy into which the fair value measurement is categorised:
Level I Level III Total
GBP'000 GBP'000 GBP'000
Funds - 279,606 279,606
-------- --------- --------
Quoted equity securities 26,638 - 26,638
-------- --------- --------
Unquoted debt securities - 124,895 124,895
-------- --------- --------
Total investments measured at fair value 26,638 404,501 431,139
-------- --------- --------
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 30 June
2021, 31 December 2020, or 30 June 2020.
Level III
The Company has determined that Funds and unquoted debt
securities fall into Level III. Funds and unquoted debt securities
are measured in accordance with The International Private Equity
and Venture Capital Valuation ('IPEV') Guidelines with reference to
the most appropriate information available at the time of
measurement. The consolidated interim financial statements as of 30
June 2021 include Level III investments in the amount of
GBP592,407,000; representing approximately 73.64% of shareholders'
equity (31 December 2020: GBP481,184,000; 66.10% and 30 June 2020:
GBP404,501,000; 58.46%).
Funds
The Company primarily invests in portfolio companies via the
Funds as a Limited Partner. The Funds are unquoted equity
securities. The Company's investments in unquoted equity securities
are recognised in the consolidated balance sheet at fair value, in
accordance with IPEV Valuation Guidelines and IFRS 13 and are
considered Level III investments.
The valuation of unquoted fund investments is based on the
latest available net asset value ('NAV') of the Fund as reported by
the corresponding general partner or administrator, provided that
the NAV has been appropriately determined using fair value
principles in accordance with IFRS 13.
The NAV of a Fund is calculated after determining the fair value
of that Fund's investment in any portfolio company. The fair value
is determined by the Investment Adviser by calculating the
Enterprise Value ('EV') of the portfolio company and then adding
excess cash and deducting financial instruments, such as external
debt, ranking ahead of the Fund's highest-ranking instrument in the
portfolio company.
A common method of determining the EV is to apply a market-based
multiple (e.g. an average multiple based on a selection of
comparable quoted companies) to the "maintainable" earnings or
revenues of the portfolio company. This market-based approach
presumes that the comparative companies are correctly valued by the
market. A discount is sometimes applied to market-based multiples
to adjust for points of difference between the comparatives and the
company being valued.
As at 30 June 2021, the value of the Funds' investments, other
assets and liabilities attributable to the Company based on its
respective percentage interest in each Fund was as follows:
Fund I Fund II Fund III Fund IV Origin
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Investments 38,299 53,385 366,559 290,650 23,022
-------- -------- -------- --------- --------
Debt financing (5,625) (1,087) (57,419) (104,664) (19,079)
-------- -------- -------- --------- --------
Estimated performance fee payable - - (46,891) (8,454) (94)
-------- -------- -------- --------- --------
Other net assets 1,558 5,771 8,336 8,297 406
-------- -------- -------- --------- --------
Total value of the Fund attributable
to the Company (EUR'000) 34,233 58,069 270,586 185,829 4,255
-------- -------- -------- --------- --------
Total value of the Fund attributable
to the Company (GBP'000) 29,384 49,844 232,262 159,499 3,652
-------- -------- -------- --------- --------
As at 31 December 2020, the value of the Funds' investments,
other assets and liabilities attributable to the Company based on
its respective percentage interest in each Fund was as follows:
Fund I Fund II Fund III Fund IV Origin
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Investments 21,600 58,723 334,940 168,957 11,530
-------- -------- -------- -------- --------
Debt financing (5,199) (3,684) (53,907) (98,373) (11,756)
-------- -------- -------- -------- --------
Estimated performance fee payable - - (41,135) (2,041) -
-------- -------- -------- -------- --------
Other net assets 1,645 4,420 3,555 5,610 1,493
-------- -------- -------- -------- --------
Total value of the Fund attributable
to the Company (EUR'000) 18,046 59,459 243,453 74,153 1,267
-------- -------- -------- -------- --------
Total value of the Fund attributable
to the Company (GBP'000) 16,149 53,210 217,866 66,360 1,133
-------- -------- -------- -------- --------
As at 30 June 2020, the value of the Funds' investments, other
assets and liabilities attributable to the Company based on its
respective percentage interest in each Fund was as follows:
Fund I Fund II Fund III Fund IV
EUR'000 EUR'000 EUR'000 EUR'000
Investments 23,761 50,043 292,849 110,075
-------- -------- -------- --------
Debt financing (6,282) (5,134) (48,072) (98,767)
-------- -------- -------- --------
Estimated performance fee payable - - (29,093) -
-------- -------- -------- --------
Other net assets 3,195 4,262 3,637 7,361
-------- -------- -------- --------
Total value of the Fund attributable
to the Company (EUR'000) 20,674 49,171 219,321 18,669
-------- -------- -------- --------
Total value of the Fund attributable
to the Company (GBP'000) 18,779 44,661 199,209 16,957
-------- -------- -------- --------
The Company records its investments in the Funds at the NAV
reported by the Funds which it considers to be fair value. The NAV
as reported by the Funds' general partner or administrator is
considered to be the key unobservable input. The Company has the
following control procedures in place to evaluate whether the NAV
of the underlying Fund investments represents a reliable estimate
of fair value and is calculated in a manner consistent with IFRS
13:
Thorough initial due diligence processes and the Board of
Directors performing ongoing monitoring procedures, primarily
discussions with the Investment Adviser.
Comparison of historical realisations to last reported fair
values.
Review of the quarterly financial statements and the annual
audited NAV of the respective Fund.
Unquoted debt securities
The fair values of the Company's investments in unquoted debt
securities are derived from a discounted cash flow calculation
based on expected future cash flows to be received, discounted at
an appropriate rate. Expected future cash flows include interest
received and principal repayment at maturity.
Unobservable inputs for Level III investments
Funds
In arriving at the fair value of the unquoted Fund investments,
the key input used by the Company is the NAV as provided by the
general partner or administrator of the relevant Fund. The Company
recognises that the NAVs of the Funds are highly sensitive to
movements in the fair values of the underlying portfolio
companies.
The underlying portfolio companies owned by the Funds may
include both quoted and unquoted companies. Quoted portfolio
companies are valued based on market prices, and no unobservable
inputs are used. Unquoted portfolio companies are valued by the
Investment Adviser based on a market approach for which significant
judgement is applied. Consideration has also been given by the
Investment Adviser to the impact of COVID-19 for the valuations at
30 June 2020, 31 December 2020 and 30 June 2021.
For the purposes of sensitivity analysis, the Company considers
a 10% adjustment to the fair value of the unquoted portfolio
companies of the Funds as reasonable. For the period ending 30 June
2021 a 10% increase to the fair value of the unquoted portfolio
companies held by the Funds would result in a 6.8% movement in net
assets attributable to shareholders (31 December 2020: 6.1% and 30
June 2020: 5.5%). A 10% decrease to the fair value of the unquoted
portfolio companies held by the Funds would have an equal and
opposite effect.
Unquoted debt securities
In arriving at the fair value of the unquoted debt securities,
the key inputs used by the Company are future cash flows expected
to be received until maturity of the debt securities and the
discount factor applied. The discount factor applied is an
unobservable input and ranges between 6.5% and 10% considering
contractual interest rates charged on debt, risk free rate and
assessment of credit risk.
For the purposes of sensitivity analysis, the Company considers
a 1% adjustment to the discount factor applied as reasonable. For
the period ending 30 June 2021 a 1% increase to the discount factor
would result in a 0.1% movement in net assets attributable to
shareholders (31 December 2020: 0.2% and 30 June 2020: 0.5%). A 1%
decrease to the discount factor would have an equal and opposite
effect.
Transfers between Levels
There were no transfers between the Levels during the periods
ended 30 June 2021, 31 December 2020, or 30 June 2020.
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 30 June 2021, 31 December 2020, and 30 June 2020, are
as follows:
As at As at
30 June As at 30 June
2021 31 Dec 2020 2020
Level I Investments: GBP'000 GBP'000 GBP'000
Quoted equity securities
-------- ------------ --------
Fair value at beginning of period 23,940 38,510 38,510
-------- ------------ --------
Purchases - 12,625 12,625
-------- ------------ --------
Net change in unrealised gains (losses) on
investments 16,185 (27,195) (24,497)
-------- ------------ --------
Fair value of Level I investments at end of
period 40,125 23,940 26,638
-------- ------------ --------
Unquoted
Funds debt securities Total
Level III Investments: GBP'000 GBP'000 GBP'000
For the six months ended 30 June 2021
--------- ---------------- ---------
Fair value at beginning of period 354,718 126,466 481,184
--------- ---------------- ---------
Purchases 76,722 10,862 87,584
--------- ---------------- ---------
Proceeds on disposal (including interest) (21,998) (24,435) (46,433)
--------- ---------------- ---------
Realised gain on sale 21,926 - 21,926
--------- ---------------- ---------
Interest income and other fee income - 4,873 4,873
--------- ---------------- ---------
Net change in unrealised gains (losses) on
investments 43,273 - 43,273
--------- ---------------- ---------
Fair value at end of period 474,641 117,766 592,407
--------- ---------------- ---------
Unquoted
Funds debt securities Total
Level III Investments: GBP'000 GBP'000 GBP'000
For the year ended 31 December 2020
--------- ---------------- ---------
Fair value at beginning of year 495,300 127,156 622,456
--------- ---------------- ---------
Purchases 54,469 28,889 83,358
--------- ---------------- ---------
Proceeds on disposals (including interest) (297,696) (40,220) (337,916)
--------- ---------------- ---------
Realised gain on sale 208,536 - 208,536
--------- ---------------- ---------
Interest income and other fee income - 10,641 10,641
--------- ---------------- ---------
Net change in unrealised gains (losses) on
investments (105,891) - (105,891)
--------- ---------------- ---------
Fair value at end of year 354,718 126,466 481,184
--------- ---------------- ---------
Unquoted
Funds debt securities Total
Level III Investments: GBP'000 GBP'000 GBP'000
For the six months ended 30 June 2020
--------- ---------------- ---------
Fair value at beginning of period 495,300 127,156 622,456
--------- ---------------- ---------
Purchases 10,906 24,789 35,695
--------- ---------------- ---------
Proceeds on disposals (including interest) (253,248) (32,555) (285,803)
--------- ---------------- ---------
Realised gain on sale 191,260 - 191,260
--------- ---------------- ---------
Interest income and other fee income - 5,505 5,505
--------- ---------------- ---------
Net change in unrealised gains (losses) on
investments (164,612) - (164,612)
--------- ---------------- ---------
Fair value at end of period 279,606 124,895 404,501
--------- ---------------- ---------
Financial instruments not carried at fair value
Financial instruments, other than financial instruments at fair
value through profit and loss, where carrying values are equal to
fair values:
As at 30 June As at 31 Dec As at 30 June
2021 2020 2020
GBP'000 GBP'000 GBP'000
Cash and cash equivalents 171,517 223,090 261,495
------------- ------------ -------------
Trade and other receivables 833 33 150
------------- ------------ -------------
Trade and other payables (453) (297) (892)
------------- ------------ -------------
8. 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
"Unallocated" 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 period ended 30 June 2021 and 2020.
The segment information for the six-month period ended 30 June
2021 is as follows:
Fund Direct investments Total operating
investments and loans segments Unallocated Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net realised gains on financial
assets at fair value through
profit and loss 21,926 - 21,926 - 21,926
------------ ------------------ --------------- ----------- --------
Net unrealised gains (losses) on
financial assets at fair value
through profit and loss 43,273 16,185 59,458 - 59,458
------------ ------------------ --------------- ----------- --------
Interest Income - 4,759 4,759 190 4,949
------------ ------------------ --------------- ----------- --------
Net foreign currency gains (losses) - - - (3,945) (3,945)
------------ ------------------ --------------- ----------- --------
Other Income - 114 114 - 114
------------ ------------------ --------------- ----------- --------
Expenses - - - (1,960) (1,960)
------------ ------------------ --------------- ----------- --------
Profit (loss) for the period 65,199 21,058 86,257 (5,715) 80,542
------------ ------------------ --------------- ----------- --------
Total assets 474,641 157,891 632,532 172,350 804,882
------------ ------------------ --------------- ----------- --------
Total liabilities - - - (453) (453)
------------ ------------------ --------------- ----------- --------
Net assets 474,641 157,891 632,532 171,897 804,429
------------ ------------------ --------------- ----------- --------
Total assets include:
------------ ------------------ --------------- ----------- --------
Financial assets at fair value
through profit and loss 474,641 157,891 632,532 - 632,532
------------ ------------------ --------------- ----------- --------
Cash and others - - - 172,350 172,350
------------ ------------------ --------------- ----------- --------
The segment information for the year ended 31 December 2020 is
as follows:
Fund Direct investments Total operating
investments and loans segments Corporate Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net realised gains on financial
assets at fair value through
profit and loss 208,536 - 208,536 - 208,536
------------ ------------------ --------------- --------- ----------
Net change in unrealised gains
(losses) on financial assets
at fair value through profit and
loss (105,891) (27,195) (133,086) - (133,086)
------------ ------------------ --------------- --------- ----------
Interest income - 10,251 10,251 215 10,466
------------ ------------------ --------------- --------- ----------
Net foreign currency gains (losses) - - - 13,700 13,700
------------ ------------------ --------------- --------- ----------
Other income - 390 390 - 390
------------ ------------------ --------------- --------- ----------
Expenses (4,044) (220) (4,266) (3,354) (7,620)
------------ ------------------ --------------- --------- ----------
Profit (loss) for the year 98,601 (16,774) 81,825 10,561 92,386
------------ ------------------ --------------- --------- ----------
Total assets 354,718 150,406 505,124 223,123 728,247
------------ ------------------ --------------- --------- ----------
Total liabilities - - - (297) (297)
------------ ------------------ --------------- --------- ----------
Net assets 354,718 150,406 505,124 222,826 727,950
------------ ------------------ --------------- --------- ----------
Total assets include:
------------ ------------------ --------------- --------- ----------
Financial assets at fair value
through profit and loss 354,718 150,406 505,124 - 505,124
------------ ------------------ --------------- --------- ----------
Cash and others - - - 223,123 223,123
------------ ------------------ --------------- --------- ----------
The segment information for the six-month period ended 30 June
2020 is as follows:
Fund Direct investments Total operating
investments and loans segments Unallocated Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Net realised gains on financial
assets at fair value through profit
and loss 191,260 - 191,260 - 191,260
------------ ------------------ --------------- ----------- ----------
Net unrealised gains (losses) on
financial assets at fair value
through profit and loss (164,612) (24,497) (189,109) - (189,109)
------------ ------------------ --------------- ----------- ----------
Interest income - 5,358 5,358 17 5,375
------------ ------------------ --------------- ----------- ----------
Net foreign currency gains (losses) - - - 15,670 15,670
------------ ------------------ --------------- ----------- ----------
Other income - 147 147 - 147
------------ ------------------ --------------- ----------- ----------
Expenses - - - (5,475) (5,475)
------------ ------------------ --------------- ----------- ----------
Profit (loss) for the period 26,648 (18,992) 7,656 10,212 17,868
------------ ------------------ --------------- ----------- ----------
Total assets 279,606 151,533 431,139 261,645 692,784
------------ ------------------ --------------- ----------- ----------
Total liabilities - - - (892) (892)
------------ ------------------ --------------- ----------- ----------
Net assets 279,606 151,533 431,139 260,753 691,892
------------ ------------------ --------------- ----------- ----------
Total assets include:
------------ ------------------ --------------- ----------- ----------
Financial assets at fair value
through profit and loss 279,606 151,533 431,139 - 431,139
------------ ------------------ --------------- ----------- ----------
Cash and others - - - 261,645 261,645
------------ ------------------ --------------- ----------- ----------
9. Investment-related fees
Included in Investment related fees are operational and
performance fees paid to Oakley Capital Manager Limited (the
'Administrative Agent'). The Administrative Agent has been
appointed by the Company to provide operational assistance and
services to the Board with respect to the Company's direct
investments and generally to administer the assets of the Company,
as provided for in the Operational Services Agreement.
a) Operational fees
Prior to 30 June 2020, the Administrative Agent was paid an
operational services fee of 2% per annum of the net asset value of
certain of the Company's direct investments. During 2019, the
operational services fee was calculated by reference to all of the
Company's direct investments. With effect from 1 January 2020,
operational services fees relating to direct debt investments were
eliminated, so that the operational services fee became payable
only by reference to the net asset value of the Company's direct
equity investments. With effect from 1 July 2020, no further
operational services fees are payable by reference to the Company's
current direct equity investments.
The operational services fee for the period ended 30 June 2021
were nil (30 June 2020: GBP621,000). There are no amounts
outstanding as at 30 June 2021 (31 December 2020: none; 30 June
2020: none).
b) Performance fees
The Administrative Agent is paid a performance fee of 20% of
profits (after expenses) from the full or partial realisation on
disposal of any direct equity investments subject to an 8%
preferred return. With effect from 1 July 2020, no performance fees
have been payable by reference to the Company's current direct
equity investments.
There were no performance fees for the period ended 30 June 2021
(30 June 2020: GBP3,320,000). There are no amounts outstanding as
at 30 June 2021 (31 December 2020: none; 30 June 2020: none).
10. Expenses
6 months ended 6 months ended
30 June 2021 30 June 2020
GBP'000 GBP'000
Performance fees - 3,320
-------------- --------------
Operational and advisory fees - 621
-------------- --------------
Professional fees 376 664
-------------- --------------
Other expenses 1,583 870
-------------- --------------
1,960 5,475
-------------- --------------
11. Earnings per share
The earnings per share calculation uses the weighted average
number of shares in issue during the period.
6 months ended 6 months ended
30 June 2021 30 June 2020
Basic and diluted earnings per share GBP0.45 GBP0.09
-------------- --------------
Profit for the period ('000) GBP80,542 GBP17,868
-------------- --------------
Weighted average number of shares outstanding ('000) 180,600 196,797
-------------- --------------
12. Net asset value per share
The net asset value per share calculation uses the number of
shares in issue at the end of the period.
As at As at As at
30 June 2021 31 Dec 2020 30 June 2020
Basic and diluted net asset value per share GBP4.45 GBP4.03 GBP3.56
------------- ------------ -------------
Net assets attributable to shareholders
('000) GBP804,429 GBP727,950 GBP691,892
------------- ------------ -------------
Number of shares in issue at period end
('000) 180,600 180,600 194,260
------------- ------------ -------------
13. Share capital
The authorised share capital of the Company is 280,000,000
ordinary shares of a par value of GBP0.01 each. Ordinary shares are
listed and traded on the SFS of the LSE. Each ordinary share
confers the right to one vote and shareholders have the right to
receive dividends.
During the six-month period ending 30 June 2021, the Company did
not undertake any share purchases.
During the six-month period ending 31 December 2020, the Company
purchased the following ordinary shares:
Number of
ordinary Purchase price
shares (GBP'000)
3 December 2020 6,947,000 18,068
--------- --------------
2 October 2020 3,053,000 7,786
--------- --------------
29 July 2020 3,660,000 8,318
--------- --------------
During the six-month period ending 30 June 2020, the Company
purchased the following ordinary shares:
Number of
ordinary Purchase price
shares (GBP'000)
18 June 2020 1,340,000 2,775
--------- --------------
18 March 2020 3,000,000 4,818
--------- --------------
The ordinary shares purchased by the Company were cancelled and
are available for re-issue.
As at 30 June 2021, the Company's issued and fully paid share
capital was 180,599,936 ordinary shares (31 December 2020:
180,599,936 and 30 June 2020: 194,259,936).
As at As at As at
30 June 2021 31 Dec 2020 30 June 2020
'000 '000 '000
Ordinary shares outstanding at the beginning
of the period 180,600 198,600 198,600
------------- ------------ -------------
Ordinary shares purchased - (18,000) (4,340)
------------- ------------ -------------
Ordinary shares outstanding at the end
of the period 180,600 180,600 194,260
------------- ------------ -------------
As set out in "Events after balance sheet date", following the
period end on the 29 July 2021 a share buyback was undertaken by
the Company. 2,000,000 Shares were repurchased at a gross price of
GBP3.54 per share for a net consideration of GBP7,151,000.
14. Commitments
The Company had the following capital commitments in Euros as at
period end:
Outstanding Outstanding Outstanding
as at as at as at
Original 30 June 31 Dec 30 June
Commitment 2021 2020 2020
'000 '000 '000 '000
Fund I 202,398 2,834 2,834 2,834
----------- ----------- ----------- -----------
Fund II 190,000 13,300 13,300 13,300
----------- ----------- ----------- -----------
Fund III 325,780 120,539 120,539 120,539
----------- ----------- ----------- -----------
Fund IV 400,000 248,000 334,000 370,000
----------- ----------- ----------- -----------
Origin 129,300 125,420 101,850 -
----------- ----------- ----------- -----------
Total outstanding commitments (EUR'000) 1,247,478 510,093 572,523 506,673
----------- ----------- ----------- -----------
Total outstanding commitments (GBP'000) 1,070,797 437,848 512,351 460,235
----------- ----------- ----------- -----------
The Company had the following unquoted debt security commitments
at period end:
Outstanding Outstanding Outstanding
Original as at 30 as at 31 as at 30
Commitment June 2021 Dec 2020 June 2020
GBP'000 GBP'000 GBP'000 GBP'000
Fund I 8,000 1,136 5,000 5,000
----------- ----------- ----------- -----------
Fund II - - - 16,217
----------- ----------- ----------- -----------
Oakley NS (Bermuda) LP1 54,710 128 128 130
----------- ----------- ----------- -----------
Total Outstanding Commitments (GBP'000) 62,710 1,264 5,128 21,347
----------- ----------- ----------- -----------
(1) As at 30 June 2021, the original commitment to Oakley NS
(Bermuda) LP was GBP33,850,000.
15. Related parties
Related party transactions not disclosed elsewhere in the
Consolidated Financial Statements are as follows:
Peter Dubens, a Director of the Company, and his alternate,
David Till, are also Directors of the Investment Adviser, an entity
which provides services to, and receives compensation from, the
Company and is also the sole shareholder of Oakley Capital Manager
Limited (the 'Administrative Agent') which is considered a related
party to the Company given the direct control this Director has
over this entity. Non-investment related fees due to these service
providers for the period ended 30 June 2021 were GBP816,000 (30
June 2020: GBP397,000). At 30 June 2021 the Company was owed
GBP401,000 by the service providers (31 December 2020: owed
GBP96,000 to the service providers; 30 June 2020: owed GBP573,000
to the service providers); the balance comprises fees paid in
advance for services not yet rendered of GBP625,000 (31 December
2020: none; 30 June 2020: none) and liabilities of GBP224,000 (31
December: GBP96,000; 30 June 2020: GBP573,000). Investment-related
fees are disclosed in Note 9.
The agreements between the Company and these service providers
are based on normal commercial terms.
16. Events after balance sheet date
On the 20th July 2021 there were two non-adjusting events which
took place. The first was the disposal of ACE Education, an
investment within Fund III, with OCI's indirect share of proceeds
being GBP15,899,000. The second was the subsequent acquisition by
the Origin Fund of ACE Education as a follow-on investment of which
OCI's indirect investment amounted to GBP9,637,000.
On the 29th July 2021 a share buyback was undertaken by the
Company. 2,000,000 shares were repurchased at a gross price of
GBP3.54 per share for a net consideration of GBP7,151,000.
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END
IR FFFVLAAITIIL
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