These fair value measurements are categorised into different levels in the fair value hierarchy based on the inputs to valuation techniques used. The Company classifies financial instruments measured at fair value in the investment portfolio according to the following hierarchy:
- Level I: Quoted prices (unadjusted) in active markets for identical instruments that the Company can access at the measurement date. Level I investments include quoted equity instruments.
- Level II: Inputs other than quoted prices included within Level I that are observable for the instrument, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level III: Inputs that are not based on observable market data. Level III investments include private equity funds, unquoted equity instruments and unquoted debt securities.
The level in the fair value hierarchy within which the fair value measurement is categorised is determined on the basis of the lowest-level input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the instrument. The determination of what constitutes ‘observable’ requires significant judgement by the Company.
The Company considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
The following table analyses the Company’s investments measured at fair value as at 31 December 2025 by the level in the fair value hierarchy into which the fair value measurement is categorised:
Level I £’000 | Level III £’000 | Total £’000 | |
|---|---|---|---|
Oakley Funds | – | 1,169,190 | 1,169,190 |
Quoted equity securities | 15,206 | – | 15,206 |
Unquoted debt securities | – | 7,742 | 7,742 |
Unquoted equity instruments | – | 169,596 | 169,596 |
Total investments measured at fair value | 15,206 | 1,346,528 | 1,361,734 |
The following table analyses the Company’s investments measured at fair value as at 31 December 2024 by the level in the fair value hierarchy into which the fair value measurement is categorised:
Level I £’000 | Level III £’000 | Total £’000 | |
|---|---|---|---|
Oakley Funds | – | 997,715 | 997,715 |
Quoted equity securities | 70,083 | – | 70,083 |
Unquoted debt securities | – | 6,797 | 6,797 |
Unquoted equity instruments | – | 154,141 | 154,141 |
Total investments measured at fair value | 70,083 | 1,158,653 | 1,228,736 |
Level I
Quoted equity investment values are based on quoted market prices in active markets and are therefore classified within Level I investments. The Company does not adjust the quoted price for these investments.
Level II
The Company did not hold any Level II investments as at 31 December 2025 or 31 December 2024.
Level III
The Company has determined that Funds and unquoted debt and equity securities fall into Level III due to their lack of observable market data, which necessitates a higher degree of judgement in determining fair value. Funds and unquoted debt and equity securities are measured in accordance with the IPEV Valuation Guidelines with reference to the most appropriate information available at the time of measurement. The Consolidated Financial Statements as at 31 December 2025 include Level III investments in the amount of £1,346.5 million, representing approximately 109.2% of shareholders’ equity (2024: £1,158.7 million; 94.5%).
Oakley Funds
The Company primarily invests in portfolio companies via the Oakley Funds as a limited partner. The Oakley Funds are unquoted equity securities. The Company’s investments in unquoted equity securities are recognised in the consolidated balance sheet at fair value, in accordance with IPEV Valuation Guidelines and IFRS 13, and are considered Level III investments.
The valuation of unquoted fund investments is based on the latest available NAV of the Fund as reported by the corresponding general partner or administrator, provided that the NAV has been appropriately determined using fair value principles in accordance with IFRS 13.
The NAV of an Oakley Fund is calculated after determining the fair value of that Fund’s investment in any portfolio company. The fair value is determined by the Investment Adviser by calculating the Enterprise Value (‘EV’) of the portfolio company and then adding excess cash and deducting financial instruments, such as external debt, ranking ahead of the Fund’s highest-ranking instrument in the portfolio company.
A common method of determining the EV is to apply a market-based multiple (e.g. an average multiple based on a selection of comparable quoted companies) to the ‘maintainable’ earnings or revenues of the portfolio company. This market-based approach presumes that the comparable companies are correctly valued by the market. A discount is sometimes applied to market-based multiples to adjust for points of difference between the comparables and the company being valued.
The Company has concluded that the unlisted closed-ended investment funds in which it invests, but that it does not consolidate, meet the definition of structured entities because:
- the voting rights in the Oakley Funds are not dominant rights in deciding who controls them because the rights relate to administrative tasks only;
- each fund’s activities are restricted by its prospectus; and
- the Oakley Funds have narrow and well-defined objectives to provide investment opportunities to investors.
The Company’s investments in the Oakley Funds are considered to be unconsolidated structured entities. Their nature and purpose are to invest capital on behalf of their limited partners. The Oakley Funds pursue sector-focused strategies, investing in four key sectors: Technology, Education, Consumer and Business Services. The Company commits to a fixed amount of capital, which may be drawn (and returned) over the life of the fund. The Company pays capital calls when due and receives distributions from the Funds once an asset has been sold. During the year, the Company did not provide financial support and has no intention of providing financial or other support to these unconsolidated structured entities.
As at 31 December 2025, the value of the Funds’ investments, other assets and liabilities attributable to the Company based on its respective percentage interest in each Fund was as follows:
Fund III €’000 | Fund IV €’000 | Fund V €’000 | Fund VI €’000 | Origin I €’000 | Origin II €’000 | PROfounders Fund III €’000 | North Sails CV €’000 | Touring I €’000 | |
|---|---|---|---|---|---|---|---|---|---|
Investments | 170,518 | 396,489 | 722,969 | 96,070 | 155,839 | 81,006 | 7,966 | 66,889 | 71,294 |
Loans | – | (56,206) | (180,169) | (67,060) | (18,955) | (50,256) | – | – | – |
Estimated performance fee accrued | (13,307) | (28,876) | – | – | (12,134) | – | – | – | – |
Other net assets | 4,803 | 24,450 | (66,186) | 14,804 | 5,136 | 11,803 | 470 | 1,865 | 1,139 |
Total value of the Fund attributable to the Company (€’000) | 162,014 | 335,857 | 476,614 | 43,814 | 129,886 | 42,553 | 8,436 | 68,754 | 72,433 |
Total value of the Fund attributable to the Company (£’000) at year-end exchange rate | 141,322 | 292,968 | 415,751 | 38,219 | 113,298 | 37,119 | 7,358 | 59,974 | 63,181 |
As at 31 December 2024, the value of the Funds’ investments, other assets and liabilities attributable to the Company based on its respective percentage interest in each Fund was as follows:
Fund II €’000 | Fund III €’000 | Fund IV €’000 | Fund V €’000 | Origin I €’000 | Origin II €’000 | PROfounders Fund III €’000 | Touring I €’000 | |
|---|---|---|---|---|---|---|---|---|
Investments | 67,471 | 174,185 | 385,076 | 668,277 | 132,739 | 20,089 | 5,646 | 53,746 |
Loans | – | – | (60,632) | (186,940) | (20,128) | (18,210) | – | – |
Estimated performance fee accrued | (1,473) | (17,951) | (16,823) | (11,943) | (5,412) | – | – | (198) |
Other net assets | (548) | 6,324 | 6,640 | 14,991 | 4,342 | 3,407 | 500 | 3,761 |
Total value of the Fund attributable to the Company (€’000) | 65,450 | 162,558 | 314,261 | 484,385 | 111,541 | 5,286 | 6,146 | 57,309 |
Total value of the Fund attributable to the Company (£’000) at year-end exchange rate | 54,104 | 134,377 | 259,786 | 400,419 | 92,205 | 4,370 | 5,081 | 47,373 |
The Company records its investments in the Oakley Funds at the NAV reported by the Funds which it considers to be fair value. The NAV as reported by the Oakley Funds’ general partner or administrator is considered to be the key unobservable input. The Company has the following control procedures in place to evaluate whether the NAV of the underlying Fund investments represents a reliable estimate of fair value and is calculated in a manner consistent with IFRS 13:
- Thorough initial due diligence processes and the Board of Directors performing ongoing monitoring procedures, primarily discussions with the Investment Adviser
- Comparison of historical realisations to last reported fair values
- Review of the quarterly financial statements and the annual audited NAV of the respective Fund.
Unquoted debt securities
The fair value of the Company’s debt security to Time Out is derived from a discounted cash flow calculation based on expected future cash flows to be received, discounted at an appropriate rate. Expected future cash flows include interest received and principal repayment at maturity.
Unquoted ordinary and preferred equity instruments
During the prior year, the Company converted £86 million of its preferred equity position in North Sails Group into ordinary equity. Following the conversion, it continues to hold £60 million in preferred equity, which has continued to attract a coupon rate of 5% during the year.
As at year end, it was deemed appropriate to hold the fair value of the Company’s unquoted preferred equity instrument at par value.
The fair value of the Company’s unquoted ordinary equity instrument was primarily dependent on the financial performance of North Sails Group and the achievement of revenue and EBITDA growth forecasts supporting enterprise valuations of the company. During the year, North Sails achieved revenue and EBITDA growth of 6.5% and 9.7% respectively over the prior year, resulting in an increase to the fair value at year end by £17 million to £110 million.
The warrant against 2% of the Fund II value in North Sails was transferred over to North Sails CV following Fund II’s liquidation during the year. It is scheduled to mature on 30 June 2026.
The warrant provides the Company with additional exposure to, and potential equity appreciation of, North Sails Group based on their financial performance upon exit. The fair value of the warrants is dependent on the financial performance of North Sails Group. The Company is exposed to counterparty risk from the potential failure of an issuer of warrants to settle its exercised warrants or achieve its expected future earnings. The maximum risk of loss from counterparty risk to the Company is the fair value of the warrant. The Company considers the effects of counterparty risk when determining the fair value of its warrants.
The Company has assessed the overall probability of the warrant being exercised in the future and determined that it is low, given the inherent uncertainty associated with the maturity date. Applying prudent judgment, the Company has concluded that the fair value of the warrant is nil as at 31 December 2025.
Significant unobservable inputs for Level III investments
Oakley Funds
In arriving at the fair value of the unquoted Fund investments, the key input used by the Company is the NAV as provided by the general partner or administrator of the relevant Fund. The Company recognises that the NAVs of the Oakley Funds are highly sensitive to movements in the fair values of the underlying portfolio companies.
The underlying portfolio companies owned by the Oakley Funds may include both quoted and unquoted companies. Quoted portfolio companies are valued based on market prices and no unobservable inputs are used. Unquoted portfolio companies are valued by the Investment Adviser based on a market approach for which significant judgement is applied. Significant unobservable inputs include EBITDA multiples and revenue multiples. The EBITDA and revenue multiple per Fund strategy and the impact of an increase in multiple on the fair value (‘FV’) of the unquoted portfolio companies are summarised below:
EBITDA multiples – Ranges | Impact to FV measurement from increase in multiple | Revenue multiples – Ranges | Impact to FV measurement from increase in multiple | |
|---|---|---|---|---|
Private Equity Funds |
|
|
|
|
Small-mid buyout | 5.9x–17.0x (2024: 8.5x–18.2x) | Higher (2024: Higher) | 2.5x–11.9x (2024: 3.6x–4.6x) | Higher (2024: Higher) |
Mid buyout | 9.5x–26.0x (2024: 8.6x–27.4x) | Higher (2024: Higher) | 0.8x–4.9x (2024: 0.8x–2.4x) | Higher (2024: Higher) |
Unquoted debt securities
In arriving at the fair value of the unquoted debt securities, the key inputs used by the Company are future cash flows expected to be received until maturity of the debt securities and the discount factor applied. The discount factor applied is an unobservable input of 8% plus average SONIA considering contractual interest rates charged on debt, risk-free rate and assessment of credit risk.
For the purposes of sensitivity analysis, the Company considers a 2% adjustment to the discount factor applied as reasonable. For the year ending 31 December 2025, a 2% increase to the discount factor would result in a 0.1% movement in net assets attributable to shareholders (2024: 0.1%). A 2% decrease to the discount factor would have an equal and opposite effect. Refer to Note 6.4(a).
Unquoted equity investments
The fair value of the Company’s equity investment in North Sails Group was determined using the market approach.
Description | Fair value | Valuation technique | Significant unobservable inputs | Range for unobservable inputs | Sensitivity to change in significant unobservable inputs |
|---|---|---|---|---|---|
Unlisted equity investment | £169.6m (2024: £154.1m) | Sum of the parts based on market approach using comparable trading multiples and comparable precedent transactions | EBITDA multiple2
Revenue multiple | 10.5x–12.6x (2024: 10.4x–12.5x) 1.3x–1.9x (2024:1.3x–1.9x) | Increase (decrease) in revenue multiple or EBITDA multiple would result in a higher (lower) estimated fair value measurement. Changing one or more unobservable inputs does not have a significant impact on fair value. |
Discounted cash flow method1 | Discount rate | 5%–9% (2024: 5%–9%) | An increase in the discount rate would result in a lower fair value. Changing one or more unobservable inputs does not have a significant impact on fair value. |
- Included in the investment in North Sails Group are unquoted preferred equity instruments held at par value as at 31 December 2025 which approximates fair value which is supported by an independent third-party valuation adviser.
- Represents a weighted EBITDA multiple for business segments within the North Sails Group, which are valued using EBITDA multiples.
Transfers between levels
There were no transfers between the Levels during the year ended 31 December 2025 (2024: none).
Level I and Level III reconciliation
The changes in investments measured at fair value, for which the Company has used Level I and Level III inputs to determine fair value as at 31 December 2025 and 2024, are as follows:
Level I investments: Quoted equity securities | 2025 £’000 | 2024 £’000 | |
|---|---|---|---|
Fair value at beginning of year | 70,083 | 68,770 | |
Purchases | 2,864 | 3,770 | |
Net change in unrealised gains (losses) on investments | (57,741) | (2,457) | |
Fair value of Level I investments at end of year | 15,206 | 70,083 |
Level III investments: | Funds £’000 | Unquoted debt securities £’000 | Unquoted equity instruments £’000 | Total £’000 |
|---|---|---|---|---|
For the year ended 31 December 2025 | ||||
Fair value at beginning of year | 997,715 | 6,797 |
154,141 |
1,158,653 |
Purchases | 183,399 | – | – | 183,399 |
Proceeds on disposals (including interest) | (131,556) | – | – | (131,556) |
Realised gain on sale | 31,126 | – | – | 31,126 |
Interest income and other fee income | – | 945 | 2,915 | 3,860 |
Net change in unrealised gains (losses) on investments | 88,506 | – | 12,540 | 101,046 |
Fair value at end of year | 1,169,190 | 7,742 | 169,596 | 1,346,528 |
Level III investments: | Funds £’000 | Unquoted debt securities £’000 | Unquoted equity instruments £’000 | Total £’000 |
|---|---|---|---|---|
For the year ended 31 December 2024 | ||||
Fair value at beginning of year | 787,888 | 6,098 | 144,450 | 938,436 |
Purchases | 329,088 | – | – | 329,088 |
Proceeds on disposals (including interest) | (150,425) | – | – | (150,425) |
Realised gain on sale | (41,966) | – | – | (41,966) |
Interest income and other fee income | – | 699 | – | 699 |
Net change in unrealised gains (losses) on investments | 73,130 | – | 9,691 | 82,821 |
Fair value at end of year | 997,715 | 6,797 | 154,141 | 1,158,653 |
Other financial instruments
Financial instruments, other than financial instruments at fair value through profit and loss, where carrying values reasonably approximate fair value:
2025 £’000 | 2024 £’000 | ||
|---|---|---|---|
| Cash and cash equivalents | 95,153 | 103,358 | |
| Trade and other receivables | 3,529 | 734 | |
| Trade and other payables | (1,145) | (1,234) | |
| Borrowings | (226,405) | (105,638) |
The carrying amount of the Company’s long-term variable-rate borrowings approximates their fair value at the reporting date, as the interest rate comprises a variable component linked to SONIA and EURIBOR that resets periodically to reflect current market conditions, together with a fixed margin reflecting the Company’s credit risk, which management considers has not changed since the borrowing agreement was entered into in May 2025. The remaining financial instruments are considered to approximate fair value due to their short-term nature, nominal value alignment and limited credit risk.
During the year, the Company entered into a two-year interest rate cap agreement capping Euribor on its credit facility at 3%. The instrument is not designated for hedge accounting, and changes in fair value are recognised in profit or loss. No fair value movements arose during the period.