The Company Delivered a Total Net Asset Value ('NAV')
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ANNUAL REPORT & ACCOUNTS 2020 OUR OBJECTIVE Oakley Capital Investments (‘OCI’) aims to provide The Company shareholders with consistent long-term returns in excess of delivered a total the FTSE All-Share Index by providing exposure to private equity returns, where value can be created through market Net Asset Value growth, consolidation and performance improvement. (‘NAV’) return of OUR STRATEGY 18% in 2020 and OCI (the ‘Company’) provides liquid access to a portfolio of high-quality private companies and market-leading grew its NAV returns by investing in the Funds managed by Oakley Capital (‘Oakley’). Oakley invests in businesses across to £728 million. Western Europe in three distinct sectors – Technology, Consumer and Education – with a clear focus on digital business models. Overview Strategic Report Governance Consolidated Financial Statements 01 CONTENTS Overview Strategic Report Governance Consolidated Financial Statements 02 Why invest? 14 The Oakley difference 46 Board of Directors 78 Independent Auditor’s report 03 Financial highlights 15 Investment Adviser’s report 48 Directors’ report 83 Consolidated statement of 04 Portfolio activity 18 Investment Adviser’s approach 54 Investment policy comprehensive income 06 Chair’s statement 20 Case study: WebPros 55 Statement of Directors’ 84 Consolidated balance sheet 08 At a glance 21 Overview of Oakley Funds responsibilities 85 Consolidated statement of changes in equity 10 Portfolio overview 23 OCI NAV overview 56 Corporate Governance report 63 Audit Committee report 86 Consolidated statement of 26 Outstanding commitments cash flows of OCI 65 Risk Committee report 87 Notes to the Consolidated 27 Overview of OCI’s underlying 66 Principal risks Financial Statements investments and uncertainties 115 Directors and advisers 29 Technology portfolio companies 68 Nomination Committee report 116 G l o s s a r y 34 Consumer portfolio companies 69 Management Engagement 38 Education portfolio Committee report companies 70 Governance, Regulatory and 41 Environmental, Social Compliance Committee report and Governance policy 71 Remuneration Committee report 72 Directors’ Remuneration report 73 Alternative Investment Fund Managers’ Directive 74 Shareholder information 75 Why invest in listed private equity? www.oakleycapitalinvestments.com Overview Strategic Report Governance Consolidated Financial Statements 02 WHY INVEST? OCI investors gain liquid access to a MARKET-LEADING HIGH-QUALITY REPEATABLE differentiated RETURNS PORTFOLIO COMPANIES SUCCESS model of private Market-leading and consistent returns Returns are driven by profit growth in a OCI benefits from its partnership with equity investing drive capital growth for shareholders. high-quality portfolio of companies across Oakley, whose success is built on OCI’s ten-year total shareholder return is Western Europe. Their business models proprietary origination, with over 75% of that delivers 112% versus 72% delivered by the FTSE are focused on tech-enabled services and deals being uncontested. Central to the All-Share. digital platforms that have delivered strong ability to repeatedly source and execute consistent trading performance, despite global attractive deals is Oakley’s established economic disruption. network of successful business founders returns. and entrepreneurs who help to identify opportunities and drive growth. Overview Strategic Report Governance Consolidated Financial Statements 03 FINANCIAL HIGHLIGHTS The Company’s NAV per share OCI performance increased in the Net Asset Value (‘NAV’) Total NAV return Five-year p.a. total return Total shareholder return The total NAV of the Company As at 31 December 2020, the As at 31 December 2020, the five- As at 31 December 2020, the share year by 58 pence at 31 December 2020 was: total NAV return per share was: year annualised total NAV return per price was 286.5p with a total share was: shareholder return for the year of: to 403 pence £728m 18% 16% 9% per share. 2020 £728m 2020 18% 2020 16% 2020 9% 2019 £686m 2019 25% 2019 13% 2019 56% 2018 £575m 2018 16% 2018 8% 2018 9% OCI balance sheet and distributions Cash Outstanding fund Dividend (31% of NAV) commitments (70% of NAV) The full-year dividend for the year ending 31 December 2020 was: £223m £512m 4.5 pence 2020 £223m 2020 £512m 2020 4.5p 2019 £49m 2019 £429m 2019 4.5p 2018 £108m 2018 £152m 2018 4.5p Portfolio companies LTM EBITDA growth EV/EBITDA multiple Net debt/EBITDA ratio 20% 11.8x 3.9x 2020 20% 2020 11.8x 2020 3.9x 2019 30% 2019 12.1x 2019 3.7x 2018 39% 2018 12.6x 2018 3.8x OCI assesses its performance using a variety of measures that are not specifically defined under IFRS and are therefore termed Alternative Performance Measures (‘APMs’). These APMs have been used as they are considered by the Board to be the most relevant basis for shareholders in assessing the performance of the Company. The APMs used by the Company are listed in the glossary, along with their definition/explanation, their closest IFRS measure and where appropriate, reconciliations to those IFRS measures. Overview Strategic Report Governance Consolidated Financial Statements 04 PORTFOLIO ACTIVITY An active year for investments by the Oakley Funds Investments – £152 million invested1 WebPros Ocean Technologies Group (‘Ocean’) Ocean Technologies Group 7NXT North Sails OCI investment £42m OCI investment £1m OCI investment £1m OCI investment £11m OCI investment £28m Following Fund III’s exit of Ocean completed the add-on acquisition Ocean completed the add-on The Origin Fund completed A direct debt investment WebPros, Fund IV made of MTS, a marine e-learning content and acquisition of Marlins, V. Group’s its first investment through was provided to North a follow-on investment to distribution business. e-learning subsidiary. the acquisition of a majority Sails as growth capital for benefit from the significant stake in 7NXT, the leading North Kiteboarding and long-term growth potential online fitness and nutrition North Sails Apparel. of the business. platform in the German- speaking region. January February March April May June July August September October November December Globe-Trotter Time Out WindStar Medical Ekon OCI investment £6m OCI investment £24m OCI investment £31m OCI investment £4m Fund III acquired a majority OCI purchased new shares Fund IV acquired a majority Ekon completed the stake in Globe-Trotter, the in Time Out’s equity placing, stake in WindStar Medical, add-on acquisitions of British luxury luggage brand. both directly and through Germany’s leading over- Contasimple and Billage, Globe-Trotter has been Fund I. the-counter consumer accounting software for combined with Alessi to healthcare company. freelancers and micro- form the Iconic BrandCo. companies, respectively. View current portfolio company details on page 29-40 1 All investments on a look-through basis. The timeline excludes direct debt investments in Oakley Funds. Overview Strategic Report Governance Consolidated Financial Statements 05 PORTFOLIO ACTIVITY CONTINUED Realisations and refinancings Realisations – £341 million realised1 WebPros atHome Time Out Wishcard Technologies Group Career Partner Group Exit – Partial exit – Debt repayment – Refinancing – Refinancing – £117m OCI proceeds £15m OCI proceeds £27m OCI proceeds £7m OCI proceeds £2m OCI proceeds Fund III sold its stake in Fund III sold its majority Following the Time Out Wishcard completed a refinancing, Career Partner Group WebPros at a 92% premium stake in atHome Group, fund raise, all outstanding resulting in a distribution to Fund IV. completed a refinancing to the 30 June 2019 interim a leading online classifieds OCI loans and interest resulting in a distribution carrying value. and mortgage-broking were repaid and all to Fund III. business in Luxembourg. loan facilities were subsequently cancelled. January February March April May June July August September October November December Career Partner Group Inspired Facile Casa Refinancing – Exit – Refinancing – Exit – £19m OCI proceeds £97m OCI proceeds £9m OCI proceeds £35m OCI proceeds Career Partner Group OCI exited both its direct Facile completed a Fund III sold its stake in completed a refinancing holding and its Fund II refinancing, resulting in Casa, one of the leading resulting in a distribution indirect holding in Inspired. a distribution to Fund III. players in the online real to Fund III. The realisation was at a estate classifieds market 25% gain over carried in Italy. fair value. View current portfolio company details on page 29-40 1 All realisations and refinancings on a look-through basis. The timeline excludes direct debt repayments from Oakley Funds. Overview Strategic Report Governance Consolidated Financial Statements 06 CHAIR’S STATEMENT 18 million c.500k Shares bought back for cancellation Average daily share liquidity In a year of significant disruption, it is A stand-out performer within the portfolio successful repositioning of the portfolio Portfolio testament to the strength of OCI’s proposition was online private university company, Career companies under Oakley’s ownership. that, despite unprecedented global events, Partner Group (‘CPG’), which added 34 pence strength delivers its value has grown materially over the last year. to the NAV per share in the period. As a Cash and commitments This strength has been underpinned by three digitally native business, CPG benefited from At year end, OCI had no leverage and held cash sustainable factors: the quality of the portfolio companies the growing appetite for online