The Directors of the Company believe the direct relationship with the Investment Adviser continues to enhance long-term shareholder value.

Investment management and administration

The Company is a self-managed Alternative Investment Fund (AIF), and the Board has the ultimate decision whether or not to invest in Oakley Funds, in line with its investment policy.

Typically, the Company’s decisions are made after reviewing the recommendations provided by the Investment Adviser, and after consulting with legal and other advisers where appropriate.

For the avoidance of doubt, the Directors do not make investment decisions on behalf of the Oakley Funds, nor do they have any role or involvement in selecting or implementing transactions by the Oakley Funds or in the advice to, or management of, the Oakley Funds.

The Company receives investment advisory, administration and operational services from Oakley Capital Limited (‘Oakley’, or ‘the Investment Adviser’). Oakley is incorporated in the UK and is authorised and regulated by the UK Financial Conduct Authority (FCA) for the provision of investment advice and arranging of investments.

Oakley makes investment recommendations to the Company along with structuring and negotiating deals for the Oakley Funds.

The Directors of the Company believe the direct relationship with Oakley continues to enhance long-term shareholder value, and builds cost efficiencies and synergies that help the Company’s performance and overarching objectives. The Management Engagement Committee formally reviews the performance of the Oakley Funds at least annually.

Share issuance and buy-backs

No ordinary shares were issued or repurchased during 2023, and no such issuances are currently expected. The Company has completed £57 million of share buy-backs in aggregate over the past three years. The Company has in place authorisation to buy back shares in the market with a view to addressing any imbalance between the supply of and demand for its shares, to increase the NAV per ordinary shares and/or to assist in narrowing the discount to NAV per ordinary share in relation to the price at which ordinary shares may be trading.

Such purchases of ordinary shares will only be made for cash at prices below the prevailing NAV per ordinary share. Any repurchased shares will be cancelled in full. Directors’ powers of share issuance and/or buy-back will only be exercised if thought to be in the best interests of the Company and its shareholders as a whole.

Dividend policy and distributions

The Board has adopted a dividend policy that considers the forecast profitability and underlying performance of the Company in addition to capital requirements, cash flows and distributable reserves. Compared with the volatile market, OCI’S NAV remained stable during 2023 as a result of the portfolio companies’ resilient performance given their high-growth and tech-enabled nature, and therefore announced that it would keep each of the 2023 semi-annual dividends at the same rate as had been paid in recent years.

The Company declared a full-year dividend of 2.25 pence per share in respect of the year ended 31 December 2022, which was paid on 21 April 2023 and an interim dividend of 2.25 pence per share was paid in respect of the six months to 30 June 2023, on 20 October 2023.

Operational services fees

The Investment Adviser is appointed by the Company as a primary key service provider for a) investment advisory and operational services to the Company, in accordance with the Investment Advisory and Operational Services Agreement and b) administration services to the Company under the Administration Agreement.

For the year ended 31 December 2023, ongoing charges were calculated as 2.82% (2022: 2.66%) of NAV. The calculation is based on ongoing charges expressed as a percentage of the average NAV for the year. Ongoing charges are calculated in accordance with the guidelines issued by the AIC, which are currently under review. They comprise recurring costs, including operating expenses that relate to OCI as a collective fund, and OCI’s share of the management fees paid by the underlying Oakley Funds. The calculation specifically excludes expenses, gains and losses relating to the acquisition or disposal of investments, performance-related fees and financing charges.

Stewardship and delegation of responsibilities

Under the Investment Advisory and Operational Services Agreement and the Administration Agreement, the Board has delegated to the Investment Adviser substantial authority for carrying out the day-to-day administrative and operational functions of the Company.

The Investment Adviser is responsible for furnishing the Company with regular feedback on its activities, which allows the Board to track developments within the portfolio.

The Investment Adviser has a policy of active portfolio management and ensures that significant time and resource is dedicated to every investment. The Investment Adviser’s executives are typically appointed to portfolio company boards to ensure the implementation and continued application of active, results-orientated corporate governance. The Company exercises its own voting rights in relation to Time Out.

Annual General Meeting (AGM)

An AGM was held on 28 November 2023, with the results published by RNS on the same day.

In compliance with the bye-laws of the Company, the AGM for 2024 will be conducted within 15 months of 28 November 2023, unless a longer period would not infringe the rules and regulations of the London Stock Exchange. Details of the next AGM will be published separately to this report.

Capital Markets Day

The Board holds an annual Capital Markets Day typically in May consisting of presentations to shareholders and analysts by senior members of Oakley and management teams from a selection of the Oakley Funds’ portfolio companies. Key topics discussed during the 2023 Capital Markets Day include:

• An overview of the latest OCI performance, including an update on recent market trends (fundraising, deal activity, valuations)
• A summary of each of Oakley’s key focus sectors, their respective market backdrops and relevant strategic initiatives
• An update on performance and current trading of the individual underlying portfolio companies
• Management presentations from IU Group, Phenna and Vice Golf
• Responsible investment – the journey so far and our focused ESG programme
• Panel discussion with Oakley and the Directors of the Company.

Public reporting

The Company’s Annual Report and Accounts, along with the interim results, quarterly trading updates and ad hoc RNS releases, are prepared in accordance with applicable regulatory requirements and published on the Company’s website.

Compensation for loss of office

There are no agreements between the Company and its Directors providing for compensation for loss of office that occurs because of a change of control.

Financial prospects and position

In compliance with Provision 36 of the AIC Code, the Board has assessed the prospects of the Company over a period in excess of the 12 months required under the going concern assessment. The Board has considered the sustainability and resilience of the Company’s business model over the long term. 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 to assess the long-term viability of the Company, as required by the AIC Code. This time period has been chosen as a 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 are expected to be largely drawn.

The Board has established procedures that provide a reasonable basis to make proper judgements 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 extended the multi-currency revolving credit facility for a further two years and increased commitments from lenders to £175 million, thereby increasing OCI’s flexibility and liquidity
• Foreign exchange risk hedging: The Company has not to date hedged its foreign exchange exposure due to the unpredictable timing and quantum of private equity fund capital calls and distributions
• Cash management: Cashflow forecasts are regularly monitored to ensure the Company can meet ongoing commitments to the Funds
• The extent to which the assets on the balance sheet of the Company are marketable or convertible to cash
• Commitment to future Oakley Funds: Contributions based on analyses of liquidity forecasts and investment opportunities
• Share buy-backs: The Company periodically implements share buy-backs for cancellation as part of its overall capital allocation and liquidity considerations.

Viability statement

Based upon this assessment, the Directors confirm they have a reasonable expectation that the Company will continue in operation and meet its liabilities as they fall due over the period of three years from the date of this report.

Going concern

Following the assessments performed 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 the Consolidated Financial Statements.

Service providers and significant agreements

The Company engages service providers to perform certain functions. The Board collectively and collaboratively promotes open and direct dialogue with service providers through formal meetings and calls, as well as informal communications throughout the year.

The following agreements and service providers are considered significant to the Company:

• Oakley as Investment Adviser, Administrator and Operational Services Provider under the terms of such relevant respective agreements
• Carey Olsen as Company Secretary and as legal advisers to the Company as regards to Bermudian law
• Travers Smith as legal advisers to the Company as regards UK listed matters
• Fried Frank as legal advisers to the Company as regards banking and finance and funds matters
• KPMG Audit Limited as appointed Auditor to the Company
• Deutsche Numis Ltd replaced Liberum Capital Limited as broker and financial advisor (as of February 2024).

The Management Engagement Committee’s role is to review on a regular basis the appointment, remuneration and performance of the key service providers to the Company, with a key focus on Oakley.

Disclosure of information to the Auditor

Having made enquiries of fellow Directors and key service providers, each of the Directors confirms that:

• to the best of their knowledge and belief, there is no relevant financial information of which the Company’s Auditor is unaware; and
• they have taken all the steps a Director might reasonably be expected to have taken to be aware of relevant financial information and to establish that the Company’s Auditor is aware of that information.

Donations

The Company has made no political donations in the year and has no expectation of doing so in the future.

Post balance sheet events

The Board of Directors has evaluated subsequent events from the year end through to 13 March 2024, which is the date the annual consolidated financial statements were available for issue. The following event has been identified for disclosure:

Dividends – on 12 March 2024, the Board of Directors approved a final dividend of 2.25 pence per share in respect of the financial year ended 31 December 2023. This is due to be paid on 26 April 2024 to shareholders registered on or before 22 March 2024. The ex-dividend date is 21 March 2024.

On behalf of the Board.

Caroline Foulger Chair
13 March 2024