Oakley Capital Investments H1 2025 Earnings Report

Oakley Capital Investments EPS Results

• Actual EPS: GBX 43
• Consensus EPS: N/A
• Beat/Miss: N/A
• One Year Ago EPS: N/A

Oakley Capital Investments Revenue Results

• Actual Revenue: N/A
• Expected Revenue: N/A
• Beat/Miss: N/A
• YoY Revenue Growth: N/A

Oakley Capital Investments Announcement Details

• Quarter: H1 2025
• Date: 9/11/2025
• Time: Before Market Opens
• Conference Call Date: Thursday, September 11, 2025
• Conference Call Time: 4:00AM ET

Oakley Capital Investments (LON:OCI) (“OCI”) is a Specialist Fund Segment listed investment vehicle that provides shareholders with consistent long-term returns in excess of the FTSE All-Share by providing exposure to private equity returns, where value can be created through market growth, consolidation and performance improvement. Through its investments in the Oakley Capital Funds, OCI enables shareholders to share in the growth and performance of a portfolio of European-based companies across Technology, Consumer, Education and Business Services sectors. Oakley benefits from a differentiated model of private equity investing with a primary focus on buy-out opportunities in software, tech-enabled services and digital platforms. This unique approach has created a high-quality underlying portfolio with businesses averaging c.20% earnings growth, which in turn drives market-leading and consistent returns for shareholders, resulting in a 150% share price increase over the last five years. Oakley brings to the Company a team of experienced investment and operational professionals who work with portfolio management teams to create value for shareholders. Following the launch of its first private fund in 2007, Oakley now has c. €11 billion of assets under management across seven funds, which to date have generated a realised gross IRR of 73%. It has demonstrated a 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. This network has grown through repeated partnerships with successful business founders, who themselves invest in the Oakley Funds and continue to bring opportunities to the group.

Oakley Capital Investments H1 2025 Earnings Call Transcript

Key Takeaways

• Positive Sentiment: NAV per share was 742 pence at June 2025, delivering a 7% H1 total return and a five-year CAGR of 17%, with a ten-year total return of 320%.
• Neutral Sentiment: Capital deployment in H1 was 4% of NAV versus a ~20% annual average, but three signed deals and a strong due-diligence pipeline should accelerate investment.
• Positive Sentiment: Business services became the largest sector exposure at £416 million, driven by new platform deals and growth in assets like testing and inspection leader FENA.
• Positive Sentiment: The agreed sale of legal-tech platform VLEX at three times prior book value added £0.30 per share to NAV and generated a 6.3x money multiple.
• Positive Sentiment: OCI repurchased 5.2 million shares YTD at a 32% NAV discount, returning ~£25 million and on track to buy back ~6% of shares by year-end under its buyback programme.

Presentation

[Steven Tredget, Partner at Oakley Capital Investments]

Good morning. My name is Stephen Tredgett. I'm a Partner at Oakley Capital, and it is my pleasure to welcome you to the Oakley Capital Investments 2025 Interim Results webcast. Thank you for joining us today. As usual, you can submit questions in writing during the webcast by following the questions tab at the top of your screen. We will tackle as many of these as possible at the end of the session. As ever, you can download the presentation to view at your leisure by clicking on the downloads button. In today's presentation, as well as examining OCI's current asset breakdown and the drivers of performance despite some challenging conditions, we'll also cover an investment activity review highlighting a busy period for Oakley despite an on-the-whole subdued private equity market.

[Steven Tredget, Partner at Oakley Capital Investments]

With the help of investment team colleague Alessandro Costamante, we'll spotlight business services, highlighting why Oakley likes the sector, its playbook in this space, and provide an overview of some of the latest deals. We'll look to cash and commitments, comparing OCI's outstanding commitments to its available liquidity, and finally, we'll plot the progress of the recently revised capital allocation policy. Let's reflect now on OCI's performance in the first half of the year and the factors responsible for that performance. On 30 June 2025, OCI's NAV per share was 742 pence, representing a total NAV of £1.275 billion. That equates to a 7% total NAV return in the first half, building on the strong compounding delivery over recent years and taking our five-year CAGR to 17%. This is a healthy outcome given the continued macro uncertainty in markets.

[Steven Tredget, Partner at Oakley Capital Investments]

It reflects both robust trading momentum across much of the portfolio and the benefit of having a broadening set of assets. Total shareholder return of 2.7% at the end of June now stands at circa 15% as the shares responded to the agreed VLEX sale, the trading update, and the move to the main listing. Putting this performance in context of NAV growth over the last 10 years, we see a return to growth after a flatter year in 2024. Over the past decade, NAV per share has risen more than threefold from around 200 pence in 2015 to today's 742. Most importantly, shareholder return has followed suit with a 10-year total return standing at 320% as of today.

[Steven Tredget, Partner at Oakley Capital Investments]

Looking to deployment of capital as a percentage of NAV, the numbers at the bottom of the slide, we see the first half deployment at 4% of NAV is some way behind the annual average of 20% of NAV. We expect this to catch up given the deals we've already signed and announced but not yet completed. The deals close to signing, of which there are three, and a very strong pipeline of opportunities currently in varying stages of due diligence. We've noted as well the weighted average age of the portfolio holdings to highlight any trends, particularly in the light of PE funds reportedly being forced to hold investments for longer given a muted exit activity. The global median hold period for PE deals is around six years, with North America surpassing seven years, numbers that have increased around one and a half years since 2020.

[Steven Tredget, Partner at Oakley Capital Investments]

For OCI, we haven't seen any big deviations in the weighted average age of the OCI portfolio. Three years today, that's moved up from 2.3 years in 2023. The last time we saw a rise like that was in 2021 to 2022 as we benefited from the performance of a number of maturing portfolio companies. For context, the average hold of all realized deals, Oakley realized deals, is 4.2 years. Another 12 months of ownership could reasonably be expected to lead to a number of realizations. Now to break down that NAV. This first slide shows the shift in composition of the assets at June compared to December. At the full-year results, we highlighted that circa 50% of NAV in that year was in assets whose value was unlikely to change in the period.

[Steven Tredget, Partner at Oakley Capital Investments]

As alongside cash and the North South's preference shares, a significant portion of the portfolio investments had been held for less than two years, meaning they were still in the early phase of the Oakley value creation cycle. Six months on, we have a more normalized composition with more investments moving into the two-year plus category, where historically we start to see stronger valuation uplifts as companies deliver earnings growth, professionalize, and expand. Turning to equity investments by sector, OCI remains well diversified across Oakley's four focus areas. Business service is now the largest sector at £416 million, reflecting both new deals and strong growth in platforms such as testing inspection business, FENA. Technology remains a close second at £364 million, where we continue to back highly scalable recurring revenue businesses. Consumer and education stands at £266 million and £257 million, respectively, each representing a substantial portion of the portfolio.

[Steven Tredget, Partner at Oakley Capital Investments]

By geography, the UK and DACH, DACH being the German-speaking countries, remain core markets alongside Spain, France, and Italy, giving us both skilled and established regions and access to attractive growth opportunities. In the bottom right-hand corner, we clarify the FX exposure of the NAV. This in part reflects the geography of the assets and the currency they're held in. The higher exposure to dollars than is maybe implied by the pie chart above it is the impact of including the dollar-denominated North South direct holding and the Oakley Capital investments. Over the slide, we now break down the equity investments by portfolio company, with each bar showing OCI's look-through value to each of the 35 portfolio companies held at the half year. The four largest look-through holdings, which are spread across each of the sectors, are Schülerhilfe, North South, IU Group, and FENA.

[Steven Tredget, Partner at Oakley Capital Investments]

We'll speak to North shortly, but providing a brief update on the other three, we have Schülerhilfe, which has further cemented its position as one of a handful of Europe's leading business service software providers, reaching revenues close to €1 billion, of which 90% are recurring, and an EBITDA growth of circa 15% to reach over €350 million. Schülerhilfe also completed two strategic acquisitions during the first half, further consolidating its position in Iberia and DACH. FENA maintained its position as one of the fastest growing tech groups globally, reporting double-digit organic revenue growth versus prior year, whilst continuing to be one of the top five contributors to OCI's total NAV return. The company builds upon its accretive M&A strategy with 11 acquisitions completed during the first half of the year at an average of circa seven times EV/EBITDA.

[Steven Tredget, Partner at Oakley Capital Investments]

Finally, IU Group continued to perform despite the market headwind of new student degree enrollments falling in Germany. First half revenues were slightly above prior year, whilst adjusted EBITDA was up 18%. IU continues to invest in maintaining its superior quality and student outcomes across all formats, supported by its proprietary AI technology. At the same time, it is significantly expanding its lecturer base to support an increased student demand for in-person teaching in its on-campus business. We, of course, have a longer tail of smaller, younger, faster-growing companies, names like ADP, Vitron Connect, and Hosting.com, which are all expected to become bigger contributors in the years ahead. Within venture, Oakley Pro Founders and the Oakley Touring Fund made a further three investments, taking them to a combined 21 investee companies.

[Steven Tredget, Partner at Oakley Capital Investments]

Whilst collectively they are comparatively small, circa 4% of NAV, and we don't have ambition to grow that beyond the single digit of NAV, they are nonetheless representing an exciting possible driver of growth for OCI in the future and give us exposure to a highly attractive subset of generative AI-powered software companies. The Oakley Touring Fund even delivered its first realization after only 12 months. The partial sale of SafeBase delivered a gross 50% RRR. Over the slide, we highlight the key portfolio drivers of NAV in the first half. The three biggest positive contributors were VLEX, BrightStars, and TechInsights. As we have reported, legal tech platform VLEX was the standout contributor, delivering a £0.30 uplift to NAV per share.

[Steven Tredget, Partner at Oakley Capital Investments]

This was driven by the agreed sale of the business in June in a transaction that values the business at three times our prior period book value and creates one of the few Spanish technology startups to reach unicorn status. The company continues to scale rapidly, benefiting from the launch of its new AI-enabled products and strong customer adoption. BrightStars, which contributed £0.06, grew its EBITDA 44% in the period, driven by price increases, margin improvement thanks to lower use of agency staff, and growth in government funding. M&A continues to remain strong with eight new sites acquired in the first half, bringing the total settings to 120, well ahead of the original target. TechInsights enjoyed continuous subscription revenue growth, supported by strong renewal rates from existing customers, as well as a more buoyant semiconductor market.

[Steven Tredget, Partner at Oakley Capital Investments]

This is thanks to a surge in demand for logic and memory chips in AI, data centers, and advanced computing applications. On the negative side, Time Out net share price fall led to a 25% share drag on the NAV. The company remains a tale of two halves, with the markets division continuing to grow. It's contributing circa £1 million of EBITDA a month currently, a number which is expected to double over the next few years, with a strong pipeline of potential new openings. In fact, in the next two weeks alone, two more sites go live as the door opens on the markets of Budapest and Union Square, Manhattan. The media division, however, remains in decline in the face of challenging local commercial conditions in the U.S., the impact of AI-led search on website traffic, and the creaky and costly tech infrastructure at Time Out.

[Steven Tredget, Partner at Oakley Capital Investments]

A strategic review of this division is underway, with OCI and other shareholders expected to learn more about the next steps in October or November. Steer Automotive, which was down $0.04 per share, is operating in a car repair market which saw volumes drop 10% to 15%. The result of a mild winter and more drivers not claiming for accident repair on their vehicles thanks to higher excesses and the fear of pushing up future premiums. In spite of this, Steer revenues were flat, but EBITDA lower as the group continued to invest in its now 200 sites, a number which has doubled over the last year. Although the earnings drop is reflecting the valuation, we expect numbers to recover quickly as insurers push a bigger share of volumes to Steer as the only strategic national scale repair partner.

[Steven Tredget, Partner at Oakley Capital Investments]

The positive lead indicator of insurer notifications is already up 10% in Q2, but there is a P&L lag as it takes 30 days to receive, repair, and invoice. Finally, Contabo, which saw an ongoing slowing of growth due to misjudged price increases and outages causing a rise in downtimes. Subsequently, platform reliability issues have been resolved, customer satisfaction is recovering, and an appropriate pricing strategy has been established. The fourth largest positive contributor to NAV, adding $0.05, was North South, which would have been larger if it wasn't for the impact of dollar weakness in the second quarter. Talking of North, it remains OCI's largest investment via both its Fund II exposure and a directly held investment. As of June, OCI held $79 million in preferred equity, carrying a 5% coupon, $140 million in directly held ordinary equity, and a $66 million indirect stake via Fund II.

[Steven Tredget, Partner at Oakley Capital Investments]

OCI, Oakley, and the company are working together to structure the holding appropriately, optimize value, and progress towards some liquidity solutions. In the coming weeks, it is hoped, but not yet confirmed, that Oakley Fund II will close, and with it, its North South investment transferring to a dedicated continuation vehicle. I should note that OCI's direct investment in North South will not be transferred into the CV at this point, as the board wishes to retain as much optionality as it can for the time being. In terms of trading, performance at North remains very encouraging. EBITDA this year is expected to grow to $43 million from $37 million last year. This has been thanks for positive momentum so far, with year-to-date revenue trading ahead of budget. Some AQ division is trading well, benefiting from strong order flow at the premium ends, Grand Prix and Superyachts.

[Steven Tredget, Partner at Oakley Capital Investments]

Mars continues to perform strongly, driven by Southern Spa's high activity and premium product mix. Action Sports is broadly in line with expectations, with a slightly lower EBITDA margin versus budget due to higher SG&A costs and one-off investment and staff costs. Apparel has underperformed versus expectations, with sales across key channels, wholesale, new stores, and e-commerce falling short of expectations. Higher discounting on all D2C channels impacted gross margins. Early post-acquisition synergies are expected to contribute over $3 million, driven roughly equally by product positioning initiatives and cost savings. We believe the business has the potential to deliver $70 million plus of EBITDA in four to five years, driven by the following core value drivers. That Doyle and Quantum acquisition that we announced last year has strengthened the defensibility of the sale-making model and offers significant further synergy potential.

[Steven Tredget, Partner at Oakley Capital Investments]

This is expected to be the primary catalyst for visible earnings growth. There is Action Sports and Apparel, which are set to be the long-term growth drivers as they align with a broader North brand strategy. In Action Sports, we will leverage innovation from sales, become the number one brand, tap into large markets such as France and Germany, and accelerate digital. In Apparel, we are refocusing towards higher value customers with reduced discounting while driving efficiencies through the cost-based rationalization. Finally, for this section of the presentation, we take a look at the average weighted KPIs across the portfolio. Despite the macro headwinds, the average organic EBITDA growth over the last 12 months stands at 13%. To compare to peers, the average including M&A is circa 23%.

[Steven Tredget, Partner at Oakley Capital Investments]

The average EBITDA growth is, of course, a relatively blunt figure, as whilst it may reflect trading headwinds, particularly amongst the consumer operations like Alessi and Vice, it also reflects, one, a growing number of portfolio companies with more modest organic earnings growth, but with a platform focused on creating value through buy-and-build strategies, like a FENA, a Steer Automotive, or a Liberty Dental. Secondly, companies that are early within their hold period. Businesses like Assured Data Protection, a disaster recovery as a service business that was acquired in October last year. It is growing revenue at almost 60%, but there is significant and ongoing material investment in the cost base, particularly in sales, research, development, and finance functions, resulting in a doubling of full-time employees, which is expected to suppress EBITDA in the near term.

[Steven Tredget, Partner at Oakley Capital Investments]

Average leverage in the portfolio stands unchanged at 4.2 times net debt to EBITDA, well below the broader private equity market, where averages are typically around five to six times. Average valuation multiples, as you might expect, also remain flat at 16.3 times EV/EBITDA. This remains attractive compared to the underlying listed comparables, and we continue to demonstrate a conservative approach to valuations, with realizations in the last 12 months at or above book value. Now let's turn to Oakley Capital activity year to date and how this compares to its broader, subdued global private equity market. As a whole, global private equity investment activity has been muted, exit values are down, and fundraising has been subdued. By contrast, Oakley Capital has remained highly active. €472 million have been invested year to date, compared to €642 million in the prior period.

[Steven Tredget, Partner at Oakley Capital Investments]

€150 million of proceeds has been realized or will be realized as a result of the agreed sale of VLEX. This generated a 6.3 times money multiple, demonstrating Oakley Capital's ability to create value even in more challenging markets. Significantly, Oakley Capital successfully raised Fund VI in March at €4.5 billion, the largest fund raise in Oakley Capital's history, and a strong endorsement of its performance and differentiated strategy. It also reflects the increasing attraction of Europe as a stable, less private equity-penetrated region, and its offering diversity to the U.S. and the dollar, which some institutions have felt overexposed to in recent months.

[Steven Tredget, Partner at Oakley Capital Investments]

If we take a snapshot of those Oakley deals completed in the last 12 months, it will come as no surprise to those that know us that all 10 of these transactions are in companies led by the founders who created the businesses and who remain significant equity owners post our investment. We've backed over 30 founders now, and they create a multiplier effect of deal generation as they themselves often present us with more than one investment opportunity over time. There is one founder duo, for example, that we have backed five times in different vehicles. These founders also go on to endorse us within their own founder network. We remain most proud of the fact that post-partnering with us, many go on to invest with us, with the network committing to date over €350 million to the Oakley funds.

[Steven Tredget, Partner at Oakley Capital Investments]

The other feature that remains consistent is the near 70% of the deals in our history that have been uncontested, with founders choosing to have a bilateral engagement, prioritizing working with a partner they trust and value over maximizing the price. Clearly, the most significant piece of activity from an OCI perspective in the half was the agreed sale of VLEX, a timely illustration of how Oakley generates outsized returns by backing founder-led businesses and then supporting them to professionalize, scale, and innovate. Over the slide is a chart we've used before with other portfolio companies to illustrate the phases of an Oakley investment and how the value typically builds over this time, emphasizing the importance of value creation in the first year's investment and why meaningful value growth is not anticipated until the third or fourth years.

[Steven Tredget, Partner at Oakley Capital Investments]

In VLEX's case, we paid what many would consider a full price at 19 times compared to the value of the multiple of the existing portfolio. We maintained that valuation for the first year of ownership. Oakley then combined the company with Fastcase to create the world's largest law firm subscriber base. This unique and reliable data set allowed the company to launch its Vincent AI product, transforming the business into a powerful software platform and helping deliver a 300% uplift to book value in the fourth year of ownership. VLEX also reflects Oakley's increasing activity in the business services space, which, as we reflect on earlier, is now the largest sector by investment value.

[Steven Tredget, Partner at Oakley Capital Investments]

To tell us about Oakley Capital's business services strategy and to reveal more about some of the recent investments in the sector, I have the pleasure of introducing Investment Team Director Alessandro Costamante, who joins us live from Milan. Ale, over to you.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

Thank you, Stephen, and good morning, everyone. The business services sector has been a major area of focus for us in recent years. In fact, over the past 12 months alone, we've made four new platform investments, as Stephen has shown in the previous slide. Before diving into the details of those deals, let me take a moment to explain why we like this sector so much. Business services, first of all, is a huge market. I think it represents about 12% of European GDP. Within that, we see a number of subsectors that tick all of the boxes that we look for in an Oakley investment. Those are large and growing markets. The demand is often underpinned by trends like increased regulation, increased outsourcing, technological shift. The markets are very resilient. There's a lot of downside protection. The businesses are often non-cyclical.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

They're driven by repeat revenues, mission-critical services, all the things that we like. In many cases, services are even mandated by regulation. In terms of barriers to entry, you have strong brands, entrenched customer relationships, and deep pools of expertise that make it very hard for new entrants to compete. Finally, many of those markets remain fragmented today, creating obviously a lot of consolidation opportunities, build scales, strengthen competitive moats, and attract top talent. A key attraction is that many of these businesses are still founder-led. As you know, that's where Oakley's reputation as a trusted partner to entrepreneurs really gives us an edge. It allows us to access opportunities that are off-market or disrupt competitive processes. We'll talk about some examples like Join Business Management Consulting, like G3, and InfoVadis that show this quite clearly.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

Of course, business services is a very broad sector with a very wide range of business models. To succeed, we believe it's essential to go narrow and to go deep. That's why we have invested heavily in building this subsector expertise, developing strong networks with industry specialists, with entrepreneurs. This approach helps us position both as a value-added partner to founders and as a source of obviously proprietary deal flow. On this slide, you can see how our platform investments now span many of our top priority verticals from the testing, inspection, certification that you're quite accustomed to with FENA by now. Insurance services is a very active area now, cybersecurity managed services, and specialist consulting, just to name a few. These all share the common characteristics that I mentioned before: mission-critical services, resilience to cycle, strong structural growth, and consolidation potential.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

On the right-hand side, you'll see additional subsectors where we are currently building knowledge and relationships. We're ready when the right opportunity comes along. Before moving on to the case studies, let me highlight what are the two main themes that run through our business services investments. The first one is business model transformation. We often focus on shifting companies from project-based revenues to recurring subscription-led models. A good example is TechInsights, which we've taken from 15% subscription revenues at entry to over 80% today. The other investment theme is consolidation, buy and build strategies. Consolidation is a powerful driver of value in this sector. Investments in FENA, in Liberty Dental, in Product Life Group, and Steer Automotive, those are all very strong examples of consolidation. Each of these platforms has been very active, in fact, on average, completing roughly one bolt-on acquisition per month since the investment date.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

Collectively, those bolt-ons of our business services deals account for as much as 55% of the, call it, original EBITDA at the signing of the platform deals. In summary, business services is really a natural fit with Oakley's DNA. It's a sector full of large resilient markets with attractive fundamentals, and where our track record and founder relationships give us a real edge. These themes will come through strongly as we move into the case studies, and I'd like to start with one of our latest investments, which is Join Business Management Consulting. I like to refer to it as Join. It's just easier. Let's bring those teams to life. Join operates in IT and management consulting for the financial services sector in Italy. It's a clear fit with our business services strategy. It's mission-critical services, growing market, and they work with banks, with insurers, and with payment service providers.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

This is a founder-led business. Obviously, the founders are still very much invested, remain very invested alongside us. Our ability to build trust over an extended period was very important. We, in fact, developed a relationship with the founders over 18 months, and it allowed us to structure a proprietary deal despite strong market interest because we were not the only ones knocking on the door. It allowed us to build together a strategic plan for the coming years. The market opportunity is very interesting. The consulting spend for financial services sectors in Italy is around €1 billion. It continues to grow. It's driven by this ongoing digitalization of banks and of insurance companies. It creates this substantial long-term growth for Join that we love so much here at Oakley.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

Join has already been delivering exceptional growth with 20% revenue CAGR over the last five years, which outpaces the broader consulting market and its major competitors. Possibly the thing that I like the most about the investment is this business uniqueness. The most impressive is the culture. You can see that with a number, with the employee churn under 5%, which is almost unheard of in consulting. That's really thanks to a unique culture that is focused on retaining talent, on growing talent in a very competitive labor market. The firm has also a real depth in niche areas of financial services like core banking system migrations, which are highly complex and mission-critical for its clients.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

In short, Join really embodies the characteristics that we look for in an Oakley deal: a founder-led business in a large and growing market, strong competitive differentiation, cultural resilience, and a clear path to consolidation. It's a great example of how Oakley's approach to building trust with entrepreneurs and focusing on specialist mission-critical niches can deliver really interesting opportunities. Now I'll give it back to Stephen Tredgett to talk you through G3 and InfoVadis.

[Steven Tredget, Partner at Oakley Capital Investments]

Thanks, Alessandro. Alessandro will join us again for the Q&A at the end if anyone has any questions or follow-up to his section, particularly on business services. Thank you, Ale. The second new business services deal in the period and Fund VI's debut investment is a global strategic advisory consultancy. G3 provides market intelligence and advisory services to major corporates and investment firms. Here we are backing two entrepreneurs, Nicole Koch and Michael Bevan, who led an MBO of the business in 2018. They are reinvesting to maintain a significant stake in G3 and will continue to run the business as Co-Executive Chairs. G3 is an exciting, fast-growing, high-margin business with revenues having grown at 27% CAGR over the last five years, driven by increasing client demand for support on critical business decisions and by its expansion to new geographies and high-growth areas such as cyber advisory.

[Steven Tredget, Partner at Oakley Capital Investments]

It operates in a circa €3 billion serviceable market, which is expected to grow significantly as geopolitical tensions, regulation, and business complexities continue to rise. G3's client base includes nine of the 10 largest investment funds, and around 50% of the FTSE 100 are already clients. This is a founder-led business, with Oakley having built a trusted relationship over several months. It's a great example of Oakley's ability to identify niche, high-growth markets and partner with entrepreneurs who lead them. A third of the new deals in what is a broad sector operates in underground infrastructure maintenance, UIM, and operates in this particular sector in Germany. InfoVadis's ambition is to become Europe's first tech-enabled UIM leader by combining operational excellence with a scalable, digital-first approach. As its first acquisition, it has acquired a major stake in Amplus Schaffer Group, a market leader in sewage cleaning, pipe inspection, and repair services.

[Steven Tredget, Partner at Oakley Capital Investments]

The business has delivered 20% revenue CAGR over the last eight years, while consistently maintaining very high margins over 45% for the last six years. This EBITDA margin compares with circa 10% margin for its peers, highlighting the strength of the business model and its tech-enabled product. This is also an attractive, fragmented, and sizable market with low-tech solutions serving a German UIM market worth over €5 billion that is growing 5% per annum, driven by the need to upgrade aging infrastructure. If we look at that on a European scale, the market grows to €25 billion. This is another founder-led platform where Oakley sees a clear opportunity to build a category leader in an essential and fragmented sector. Moving on to OCI's specific analysis and our last couple of topics. First, turning to a view of OCI's liquidity position and its outstanding commitments.

[Steven Tredget, Partner at Oakley Capital Investments]

At the 30th of June, OCI has total outstanding commitments of around £1.07 billion across the Oakley funds. A large majority of this, highlighted in the bright purple sections of the bars, is the £417 million recently committed to the newly launched Fund VI, £312 million of outstanding Fund V commitments, a fund entering the last years of its deployment phase, and £153 million in Origin II, which started its deployment in the last year. To give us a better indication of when we can expect the £1 billion to be called, these bars break down if and when the commitments will be called. Starting at the left, there is over circa £300 million that is not expected to be called. We discussed this before. This is often because a fund doesn't deploy all 100%. It can't.

[Steven Tredget, Partner at Oakley Capital Investments]

It's not like a public equity fund where you can kind of deploy into small increments of pounds or single million pounds. Also, there's contingency that's allowed in the fund in order to be able to invest further and unexpectedly in existing deals. Circa £575 million that is set to be called over 12 months, after 12 months, or in over a five-year period, and circa £200 million that is expected to be called in the next 12 months. This compares to £257 million of liquidity at the end of the half with cash and available credit facilities. This implies OCI has current liquidity for approximately a year and a quarter of deployment, if there are no further realizations, of course, which is thinner than the typical target level of cover.

[Steven Tredget, Partner at Oakley Capital Investments]

However, in combination, we've got deals already announced by VLEX, refis expected in the next six months, and realizations targeted in the next 12 months that are expected in combination to generate inflows to OCI of circa £200 million. Although this is not guaranteed, this is typical for OCI that outflows at least match or are expected to exceed inflows as a result of deal proceeds. Let's turn to capital allocation. We've highlighted four elements of OCI's capital allocation, which was updated in a recent announcement in April of this year. Some of these categories clearly overlap. We've got fund commitments. Over the longer term, the board remains committed to exposing shareholders to returns generated by Oakley funds. To that end, €500 million was committed to the latest flagship Fund VI.

[Steven Tredget, Partner at Oakley Capital Investments]

We've got the direct investments, so resolution plans in place to manage those direct investments, especially North South's, providing both liquidity, maximizing upside, and moving the investment off the company's balance sheet. There is capital return. Dividends have been discontinued in favor of distributing capital via share buybacks. The dividend had remained at an unchanged and nominal level since its introduction in 2016, and the board determined that shareholder returns would be better served by buybacks at material discounts to NAV rather than paying dividends. The annual buyback program was initially launched for a minimum of £20 million. There are those share buybacks achieved so far. OCI has already bought back and canceled 5.2 million shares year to date, returning circa £25 million to shareholders, half of this year's intended buyback amount, which was also increased in the half.

[Steven Tredget, Partner at Oakley Capital Investments]

To add more color to the 5.2 million shares having been bought back at an average price of 481 pence, a 32% discount to NAV, delivering a 7 pence uplift to NAV per share year to date. By the year end, around 6% of shares in issue if this buyback program is fully deployed would have been bought back and canceled, demonstrating the meaningful impact of this program. Let's conclude on what we believe remains a strong outlook for shareholder returns. We're not kidding ourselves. We're still stuck with persistent macroeconomic uncertainty and a more selective dealmaking environment, which is an impediment to OCI's performance. There's no doubt in that. However, Europe is showing evidence of more relative resilience, and this combined with OCI-specific factors means we remain well-positioned for continued outperformance. Those three core factors are: one, increased NAV growth.

[Steven Tredget, Partner at Oakley Capital Investments]

That's driven by an attractive portfolio where forecast earnings are meant to reflect the impact of Oakley's value creation techniques, with more companies now maturing into their value creation phase. We expect this to translate into sustained NAV growth. Secondly, there's that differentiated pipeline. Oakley continues to access founder-led opportunities across its core sectors, benefiting from its deep sourcing network and longstanding founder relationships. This pipeline remains a real competitive advantage and ensures a continued flow of compelling investments. Finally, shareholder value is being supported through OCI's active buyback program and, importantly, the recent move to the London Stock Exchange main market. Now its inclusion in the FTSE 250 index will take effect from the 22nd of September. Together, these measures are enhancing liquidity, broadening our shareholder base, and are helping to narrow the discount.

[Steven Tredget, Partner at Oakley Capital Investments]

Taken together, these factors give us confidence that OCI can continue to deliver attractive returns for shareholders. That brings us to the end of the presentation element of the webinar. Thank you for remaining with us. At this point, I'll hand over to Rosanna to take us into the Q&A section.

[Rosanna Heward, Investor Relations Manager at Oakley Capital Investments]

Thank you, Stephen, for that presentation. Thank you to everyone who has submitted questions so far. For those of you who would still like to, it's not too late. The questions tab is at the top of the screen, and we'll get through as many as we possibly can. Stephen, we're going to kick off on a question about strategy, particularly in light of that increased flagship fund size that you referenced in your slides. Following the increase in the size of the flagship fund, does this mean a change in the style of typical Oakley deals, more processes, and less founder-owned?

[Steven Tredget, Partner at Oakley Capital Investments]

Yeah, I mean, it is one of the most frequently asked questions of Oakley, and it's been the most frequently asked question of Oakley for the last 10 years, I'd say. That's because the value of the funds and the AUM has grown significantly over that time. It was certainly one of the key questions that investors asked when we raised Fund VI. I think if you'd have taken us back to Fund III, you know we probably would have anticipated that founder-led opportunities might start to top out at a certain level, and you'd really only be deploying what was Fund III, $1 billion or so, into that market reliably. That's simply not been the case. The reason we've been able to scale it is from a number of reasons. We're still finding founder-led businesses at scale, not only just founder-led, but founder-owned.

[Steven Tredget, Partner at Oakley Capital Investments]

Some billion-sized companies that have had no institutional capital touch that business. As surprising as that is, I often quote the stat that of businesses in Europe generating over $100 million of revenue, so substantial businesses, fast-growing businesses, 96% of them are private, and the majority of those have had no institutional backing whatsoever. You're also combining the fact that as Oakley's grown, as the founder network has grown, as our sourcing has developed, we're able to access more opportunities. Our reputation, which was something that didn't precede us, you know, we'd been a relatively small PE house, we had to go out there, network ourselves, and through serendipity find some wonderful deals. Now that's started to switch. Advisors know us. We've become clearly better known for doing the kind of deals and being that partner of choice. Therefore, we're finding more of these opportunities come to us, scale opportunities.

[Steven Tredget, Partner at Oakley Capital Investments]

It's probably worth, given that we've got Ale on the line, to ask him as well to comment on that and our ability to still find founder deals outside of processes.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

Yeah, I think it's interesting for me because that was maybe the main question that I had myself when I joined Oakley. Now I can answer it with facts. You know, the larger fund does not mean a shift away from our typical Oakley deals. The strategy really remains the same. We keep on partnering with founders and management teams in our core sector. What the larger fund really gives us is simply more firepower, the ability to do slightly bigger deals, to do more add-ons, to deploy additional follow-on capital. The hallmarks of the classic Oakley deal don't change. The founder ownership, the complexity, the bilateral sourcing, they keep on being the same. We can touch on, if we want to discuss, the pipeline. The pipeline is extremely healthy. In fact, we keep on having staffing discussions as we need to allocate time and resources very, very wisely.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

I think it's healthy not just in the volume of deals, but also in the quality of deals. Pretty much all of the deals that we have in the pipeline are founder-owned or founder-led, where we either have one-to-one discussions or we're very early on on potentially disrupting a process. I hope that that answers your question.

[Rosanna Heward, Investor Relations Manager at Oakley Capital Investments]

Thank you. Thank you. That's great. We've had a few questions come in on realizations and upcoming exits. Stephen, you alluded to it at one point in the presentation, but can you give us a bit more detail on what is the outlook for further realizations in 2025?

[Steven Tredget, Partner at Oakley Capital Investments]

Sure. I'll talk to kind of Oakley specifically. I wonder if Alessandro might talk a bit on the kind of the exit market more generally and the health of that and any trends there. I mean, if I recall at the full year, I said that I thought we probably had five companies which could be, which are targeted for realization in a 12 to 18-month period. That's now obviously one of those has signed, but not yet completed, leaving four. That's still the right number, about four that's now scheduled in the next 12 months. In all those cases, there has been engagement with early engagement, possible buyers. Their advisors are appointed, and they are steadily progressing to realizations. I wouldn't increase any very near-term expectations of realizations.

[Steven Tredget, Partner at Oakley Capital Investments]

The likely earliest source of additional proceeds is more likely to be through at least one reasonably sizable refinance in the months ahead.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

Yeah, happy to speak about the general, you know, European private equity exit environment. I think it showed mixed performance in the first half of the year. Let's also, you know, keep in mind that 2024 was a very good exit year in Europe for PE funds. The exits rebounded from the lows of 2022 and 2023 when, you know, back then the market suffered from geopolitical uncertainty, higher interest rates. 2024 was a good year. We start from that basis, which is quite a high bar. The slowdown in the first half of the year was particularly pronounced for mega deals, you know, less so for mid-market. The main factors around that, you know, the slowdown are macro, you know, tariff uncertainty, financing uncertainty around interest rates, corporates that are, you know, still trying to understand where the world's going.

[Alessandro Celli, Managing Director at Oakley Capital Investments]

Those that have slowed a little bit are strategic exits and decreased IPO activity, and those are very valid for mega deals. At the same time, sponsor-to-sponsor sales have been quite good. They've become now the dominant route. The quality of mid-market assets in resilient sectors is still attracting very strong buyer interest. Overall, when exits are slower, those well-positioned mid-market firms can still achieve very good outcomes. Looking forward, you know, if inflation continues to ease and financing markets reopen, who knows, maybe exit volumes can pick up gradually into the latter part of the year and into 2026.

[Rosanna Heward, Investor Relations Manager at Oakley Capital Investments]

Great. Thank you very much. Maybe another question for you, Alessandro, and Stephen, you can chime in, is regarding the pipeline. You alluded to it in your first answer, but perhaps more specifically, whilst you've mentioned that the pipeline is healthy, where are you specifically seeing opportunities?

[Alessandro Celli, Managing Director at Oakley Capital Investments]

It's healthy across funds, across flagship and across Origin. I think we have over 10 deals in good stage in both. It's healthy across sectors. If I were to point to a couple of subsectors where we see a lot of activities, there's probably insurance services where we've been doing lots of work. Specialist consulting services is also an area where we see lots of traction. We have several interesting deals in some niches in tech. It's really valid across sectors and across funds. As I mentioned, I think the most important thing is not just the volume, but the quality of those leads. Pretty much all of those are founder-led or often founder-owned, and most of these are bilateral discussions. The pipeline is very good. What we need to be good at is also prioritizing things.

[Rosanna Heward, Investor Relations Manager at Oakley Capital Investments]

Great. Thank you very much. Going back to Stephen for the next question, could you update us on the board's announced intention to appoint new directors and the type of director they are looking to appoint? Thank you.

[Steven Tredget, Partner at Oakley Capital Investments]

Yes. This question relates to the fact that Caroline Forger announced her retirement and didn't stand for reelection at the recent AGM on the 2nd of September. That follows her nine-year tenure as Board Director. The company or the Board has subsequently announced that there is a process ongoing to appoint a replacement Board of Directors, where that process is quite advanced. What type of director are they looking to appoint? I think they're specifically looking for individuals with investment trust experience. They're looking for those with investment experience in various guises. They're looking for, if I may say, kind of, you know, grey hair, long-term and meaningful experience. People who have run businesses of those kinds. I think someone with, particularly with UK experience.

[Steven Tredget, Partner at Oakley Capital Investments]

I wouldn't be surprised if the Board chooses a kind of a Senior Independent who is known to the UK market and is based here in the UK.

[Rosanna Heward, Investor Relations Manager at Oakley Capital Investments]

Thank you very much. We just had one question in on share buybacks. With regards to share buyback, roughly what sort of discount would you be happy with from this current level after the $50 million that has been utilized? Will this be extended?

[Steven Tredget, Partner at Oakley Capital Investments]

That's one the boards continue to evaluate. I mean, I think that currently they are very comfortable buying up to and beyond the 20% discount. Why 20%, which is about £6, is because that's the similar net return that you get from the fund. So at the very least, you should be buying up and up and potentially beyond the 20% level. The board meets regularly to reevaluate that. They have that on the subject list for the October board meeting to reevaluate the pricing levels that they'll move the buyback to. In the meantime, we're safely within that term price range.

[Rosanna Heward, Investor Relations Manager at Oakley Capital Investments]

Thank you. We've got time for probably just one more question, and that is going to be on North South, Stephen. What is the plan for OCI's direct investment that you mentioned in the North South section if it isn't going to be transferred into the new CV?

[Steven Tredget, Partner at Oakley Capital Investments]

I think it's essentially a decision that the board has made. It's not to say that it wouldn't necessarily enter into the CV, but I think they want to understand the likely timing of measures they'd like to see, particularly around the full or partial realization of the pref share and also the attraction of a new secondary buyer into the North equity. I think they want to understandably maximize their leverage and influence over that process. At the moment, it's a decision to withhold, but it's not indefinitely because ultimately they would like to move the investment off of the balance sheet. It's not for them to continue to directly manage it. They don't want to. Ultimately, to sit in a CV alongside most of the other investments in North would be an ideal outcome for them. I think it will end up there.

[Steven Tredget, Partner at Oakley Capital Investments]

While we're on the subject, the timing of those other events that I mentioned, I guess H1 is the mooted suggestion around when a refire is possible and the liquidity for the pref shares. H2 of next year is the targeted time for introducing new equity investors to the North equity.

[Rosanna Heward, Investor Relations Manager at Oakley Capital Investments]

Thank you. I've got my eye on the clock. I think that's all we've got time for today, unfortunately. There are a couple of other questions that have come in, and we will try and reach out to you directly with responses. That's everything. Stephen, back to you.

[Steven Tredget, Partner at Oakley Capital Investments]

Thank you, Rosanna, and thank you again for all that have joined us this morning. I think, without being highly repetitive, we, myself, Ale, have underlined the kind of headwinds that anyone in investment is currently experiencing. I think there's enough out there that sets OCI, its portfolio, and our approach aside that we believe is going to help to build on that 15% shareholder return that we've achieved to date. We remain pretty optimistic about what we can achieve, not just this year, but in the years ahead for OCI and its shareholders. Thank you so much for joining this morning's webcast.

Participants

Executives

• Rosanna Heward, Investor Relations Manager
• Steven Tredget, Partner
• Alessandro Celli, Managing Director