Annual Report and Accounts 2016
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Oakley Capital Investments Limited Investments Oakley Capital Annual Report and Accounts 2016 Annual Report and Accounts 2016 Accounts and Annual Report Oakley Capital Investments Limited 3rd Floor, Mintflower Place 8 Par-la-Ville Road Hamilton HM08 Bermuda T: +1 441 542 6330 F: +1 441 542 6724 E: [email protected] Oakley Capital Investments Limited Strategic Report by Annual Report & Accounts 2016 Overview the Investment Adviser Governance Financial Statements 01 Financial Highlights Net Asset Value1 Net Asset Value per Share2 Total NAV per Share Return Oakley Capital Investments Limited (“OCI” or the £438.4m £2.31 +16% “Company”) is a Bermuda based company listed on (2015: £382.2m) (2015: £2.00) (2015: 0%) AIM. OCI seeks to provide investors with long-term capital appreciation, through its investment in the Underlying Oakley Funds’ Share Price Total Shareholder Return3 Oakley Funds and co-investment opportunities. Portfolio Growth4 £1.64 +17% +30% (2015: £1.44) (2015: -7%) (2015: +31%) Overview Governance Financial Highlights Board of Directors 01 38 Number of Shares in Issue Maiden Dividend Value of Current Investments 02 At a Glance 40 Directors’ Report at 31 December 2016 04 Chairman’s Statement 42 Statement of Directors’ Responsibilities 43 Audit Committee Report 4.5p 189.8m £340.9m (2015: nil) (2015: £289.2m) Strategic Report by the Investment Adviser 44 Corporate Governance Report (2015: 191.1m) Introduction to the Investment 08 Manager and Adviser Financial Statements 09 OCI Investment Policy and Strategy 50 Independent Auditor’s Report Oakley Funds’ Portfolio Companies 11 Investment Approach Consolidated Statement 52 14 Environmental, Social and Governance of Comprehensive Income 53 Consolidated Balance Sheet 16 Market Overview and Outlook Consolidated Statement OCI NAV Overview 54 17 of Changes in Equity Parship Elite Group Time Out Educas 18 Movement in Net Asset Value 55 Consolidated Statement of Cash Flows Page 26 Page 28 Page 29 19 OCI Investment Activity 56 Notes to the Consolidated Financial Statements 21 Portfolio Review: Oakley Fund I Investment Activity 79 Glossary 22 Portfolio Review: Oakley Fund II Investment Activity 80 Directors and Advisers Notice of Annual General Meeting 23 Oakley Funds’ Realisations and Distributions 81 North Sails Facile.it Damovo 24 Portfolio Review: Co-Investment Activity Page 30 Page 31 Page 32 26 Case Study: Parship Elite Group 28 Overview of Oakley Funds’ Portfolio Companies For more information visit www.oakleycapitalinvestments.com Daisy Verivox Host Europe Group Page 33 Page 34 Page 35 1 This is the post-dividend NAV, pre-dividend NAV was £447.0 million at 31 December 2016. 2 Calculated based on the post-dividend NAV, pre-dividend NAV per share was £2.35 at 31 December 2016. 3 Calculated based on the share price at 31 December 2016 of £1.64 plus the maiden dividend of 4.5 pence. 4 Calculated on a like-for-like basis. Oakley Capital Investments Limited Strategic Report by 02 Annual Report & Accounts 2016 Overview the Investment Adviser Governance Financial Statements 03 At a Glance The post-dividend NAV of OCI was £438.4m* (2015: £382.2m) on 31 December 2016, a 15% increase SECTOR FOCUS GEOGRAPHICAL FOCUS year-on-year. It consists of the following components: Oakley has developed an expertise in three core sectors in which Investments are focused primarily in Western Europe. it has successfully invested. FUND INVESTMENTS CO-INVESTMENTS OTHER ASSETS/LIABILITIES TMT CONSUMER EDUCATION WESTERN EUROPE 48.2% 29.6% 22.2% of total NAV of total NAV of total NAV PERFORMANCE £211.3m £129.6m £97.5m The table and graphs below reflect the performance from inception to date. Performance (Total Return) OCI NAV & NAV per share Assets in the Investments held by OCI Other assets 500 2.50 underlying Oakley Funds. directly or indirectly in the and liabilities held by OCI, 1 year 5 years Since inception portfolio companies either primarily cash. OCI NAV per share growth 16% 35% 133% 400 2.00 through equity or debt. OCI share price growth* 14% 24% 61% 300 1.50 £ £m *Based on pre-dividend share price growth 200 1.00 100 0.50 PORTFOLIO KEY EVENTS DURING 2016: 0 0 2008 2009 2010 2011 2012 2013 2014 2015 2016 NAV £m NAV per share The Company invests in a number of portfolio companies, • Time Out Group plc successfully listed on the AIM market of indirectly through the Oakley Funds, or directly through its the London Stock Exchange, raising net proceeds of £59m. OCI long-term performance vs Indices co-investments. The composition of OCI’s investment in the • A partial sale of Parship Elite Group to ProSiebenSat.1 Media 200 underlying portfolio companies is represented in the pie-chart SE (“ProSieben”) resulting in proceeds of €43.3m (£38.9m) 180 below, (which includes debt and equity investments). being distributed to the Company. 160 • An agreement to sell Host Europe Group ("HEG") to GoDaddy Time Out £87.2m Inc. was reached in December 2016. Expected proceeds to the 140 Educas £69.7m Company are approximately €14.4m (£12.2m). 120 North Sails £54.3m • Total commitments of €325.0m (£277.3m) were made to Fund 100 Daisy £42.8m III during the year. OCI’s share Facile £39.3m • Maiden dividend was declared of 4.5 pence which was paid 80 of the underlying Parship £22.7m index Performance Portfolio on 30 January 2017. 60 Companies Fund Facilities £22.6m • Announcement of Fund III’s first investment in December 40 HEG £12.2m 2016, acquiring a portfolio of online property portals Verivox £9.8m including the leading website in Luxembourg, atHome.lu, and 20 Damovo £5.5m the number two player in Italy, Casa.it. 0 Broadstone £0.4m 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 ALL Share AIM all share AIM 100 OCI * This is the post-dividend NAV, pre-dividend NAV was £447.0 million at 31 December 2016. Oakley Capital Investments Limited Strategic Report by 04 Annual Report & Accounts 2016 Overview the Investment Adviser Governance Financial Statements 05 I am pleased to report that the underlying performance of the Oakley Funds’ portfolio companies has been strong, reflected in the 30% like-for-like growth in the fair value of the Oakley Funds’ investment portfolios over the past twelve months. Chairman’s Statement Fund III announced its first investment in December 2016, Fund II represented £144.0 million (2015: £102.0 million) of perform well and provide long-term capital appreciation for acquiring a number of European real estate consumer the Company’s NAV, an increase of £42.0 million in the year. its shareholders. websites including Casa.it in Italy and atHome.lu in The main driver of this increase was an uplift in fair value Luxembourg. This will build on Oakley’s experience in the arising from improved trading performances in a number of Post Balance Sheet Events digital consumer sector through its previous investments the underlying portfolio companies, particularly Educas and On 23 January 2017, the Company announced a placing in Facile, Parship Elite Group and Verivox. This transaction Facile. Fund II also made follow-on investments in Educas, of up to 17.1 million treasury shares at a price of £1.57 per completed in January 2017. Daisy, North Sails and Verivox in 2016, totalling €81.3 share. The Company sold 15.0 million treasury shares and million (£69.3 million). Funding and Commitments cancelled the remaining 2.1 million. This transaction settled on 7 February 2017 raising funds of £23.6 million. The The Company has a capital commitment of €188.4 million Co-investments represented £129.6 million of the number of ordinary shares with voting rights currently in (£160.1 million) to Fund I of which 95.0% had been called at Company’s NAV at year end, comprising quoted and issue is 204,804,036, and the Company no longer holds any 31 December 2016, making Fund I fully invested with just “The Company’s net asset value increased in unquoted equity and debt securities. This included shares in treasury. The dilution impact of this on the NAV per two companies remaining in the portfolio. the year by £56.2 million to £438.4 million.” £6.8 million of follow-on investment in Time Out, and share as at 31 December 2016 was approximately 2.6%, or debt financing provided to North Sails Apparel BV (“North The Company has a capital commitment of €200.0 million 5.9 pence (2015 dilution: 1.4%, 2.9 pence). Sails Apparel”) of £10.0 million. Christopher Wetherhill (£170.6 million) to Fund II of which 76.5% had been called On 31 January 2017, Fund III completed its first Chairman at 31 December 2016. Including debt facilities provided to Board and Committee Changes the Fund, 93% of commitments have been deployed, making acquisition, purchasing a group of European real estate Fund II also essentially fully invested. In June 2016, Caroline Foulger was appointed as a Non- consumer websites including Casa.it in Italy and atHome.lu executive Director to the Board and Chair of the Risk in Luxembourg. The Company’s contribution to the equity Overview The Company has made a capital commitment of €325.0 Committee and Laurence Blackhall was appointed Chair investment, through its interest in Fund III, is approximately I am pleased to report that the Company has performed million (£277.3 million) to Fund III, of which 3% had been of the Audit Committee. Caroline has been an independent €32.5 million (£28.2 million). well in 2016. There has been a 30% increase (on a like-for- called at 31 December 2016. Director in the financial services industry since early 2013, like basis) in the fair values of the portfolio companies held and brings her significant experience to the Board of OCI.