18 July 2019
Oakley Capital Investments Limited
Proposed move to the Specialist Fund Segment and cancellation of trading on AIM
Oakley Capital Investments Limited¹ (the "Company" or "OCI"), which provides its shareholders with access to a portfolio of high quality companies through its investments in the Oakley Funds2, today announces its intention to apply for admission of its ordinary shares ("Ordinary Shares") to the Specialist Fund Segment ("SFS") of the London Stock Exchange's ("LSE") Main Market ("Admission"). Pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on AIM.
Specialist Fund Segment listing
As part of an ongoing review designed to ensure OCI offers investors best-in-class transparency, risk management structures and governance, the Board of OCI has concluded that the SFS is at this stage a more appropriate market for an investment company of OCI's size, type, structure and investment policy.
OCI has grown significantly following strong and consistent performance, with the Company's net asset value increasing to c. £575 million as at 31 December 2018. The principal driver of this performance has been the high growth in earnings of the underlying Oakley Funds' portfolio companies. These companies typically benefit from being market leaders in their chosen niche, a niche that is importantly enjoying some form of structural growth. They have high revenue visibility as a result of contracted or recurring sales and enjoy large diversified customer bases. The Investment Adviser3 continues to see compelling new investment opportunities across its target sectors of Consumer, TMT and Education and OCI recently announced its commitment to Oakley Capital IV, the successor fund to Oakley Capital Private Equity III.
Additional regulatory compliance
Once admitted to the SFS, OCI will be subject to the Market Abuse Regulation, the Admission and Disclosure Standards and certain provisions of the Disclosure Guidance and Transparency Rules. Additionally, the Directors of OCI have resolved that, as a matter of good corporate governance, the Company will voluntarily comply with certain provisions of the Listing Rules (more fully set out in the prospectus to be published by the Company in due course), should Admission be granted. The Company intends to continue to comply with the recommendations of the Association of Investment Companies Code of Corporate Governance, with appropriate modifications to reflect the nature, scale and complexity of the Company.
Prospectus and Admission
Admission will be through an introduction of the existing Ordinary Shares. The Company will not be issuing new shares in conjunction with the proposed Admission or the publication of the related prospectus.
It is expected that the Company will shortly publish its prospectus in connection with Admission and it is anticipated that the Ordinary Shares will be admitted to the SFS, commence trading on the Main Market and simultaneously cease trading on AIM at 8 am on or around 23 August 2019 (being at least 20 business days after this announcement), subject to the receipt of the necessary approvals from the FCA and the LSE.
An investment in the Company is designed to be suitable for institutional, professional, professionally advised and knowledgeable investors primarily seeking exposure to private mid-market UK and European businesses through investment in the Oakley Funds (and successor funds) and (a) who understand and are willing to assume the potential risks of capital loss associated with investments in such companies, (b) who understand the illiquid nature of private equity compared to other asset classes, (c) for whom an investment in the Company's securities would be of a long-term nature constituting part of a diversified portfolio, and (d) who understand, or who have been advised of, the potential risk from investing in companies admitted to the Specialist Fund Segment.
The Company's shares will continue to be registered with their existing ISIN number BMG670131058 and SEDOL number B23DL39. The Company's ticker symbol will continue to be OCI. The prospectus will, when issued, be made available on the Company's website at: https://oakleycapitalinvestments.com/investor-centre/publications/
Amended and restated operational services agreement
The Company also announces the amendment and restatement of the Operational Services Agreement between Oakley Capital Manager Limited ("OCML") and the Company (the "New OSA"). A number of administrative updates have been made to that agreement together with certain amendments. The fees payable to OCML remain the same under the new agreement save that, from 1 January 2020, the advisory fee of 2% will be charged only on equity co-investments (as opposed to all co-investments).
The term of the New OSA shall continue until the next continuation vote in 2022, and will thereafter be automatically extended for terms equal to the interval between each continuation vote of the Company. If shareholders were to vote for discontinuation, then the New OSA would be terminable upon 12 months' notice. Upon termination of the New OSA without cause, OCML will be entitled to accrued advisory and performance fees.
The entering into of the New OSA is deemed to be a related party transaction by virtue of OCML being a related party to the Company. The independent directors, having consulted with the Company's Nominated Adviser, consider the transaction to be fair and reasonable insofar as the Company's shareholders are concerned.
The New OSA will take effect conditional upon Admission.
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For further information please contact: Oakley Capital Investments Limited
+44 20 7766 6900
Steven Tredget, Investor Relations
Greenbrook Communications Ltd
+44 20 7952 2000
Alex Jones / Matthew Goodman / Gina Bell
Liberum Capital Limited (Nominated Adviser & Broker)
+44 20 3100 2000
Gillian Martin / Owen Matthews
Notes:
LEI Number: 213800KW6MZUK12CQ815
1 About Oakley Capital Investments Limited ("OCI")
OCI is an AIM traded investment vehicle, which provides access to the Oakley Funds2. It is a liquid vehicle that aims to provide capital growth and dividends to investors.
2 The Oakley Funds
Oakley Capital Private Equity L.P. and its successor funds, Oakley Capital Private Equity II, Oakley Capital Private Equity III and Oakley Capital IV, are unlisted focused mid-market private equity funds with the aim of providing 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.
3 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 they rely on their sector and regional expertise, their ability to tackle transaction complexity and their deal generating entrepreneur network.
