Chair’s statement
2025 marked a year of significant progress for the Company.
OCI enters 2026 as a FTSE 250 constituent with strong momentum and a compelling proposition for investors.”
Steve Pearce Chair
2025 marked a year of significant progress for the Company. OCI delivered a 15% Total Shareholder Return despite an uncertain macroeconomic backdrop. In this context, the portfolio generated robust earnings growth in the period, while the sale of vLex at more than 6x Realised gross Money Multiple highlighted the ability of OCI’s Investment Adviser (‘Oakley’) to identify exceptional investment opportunities capable of generating supernormal returns.
The year also saw measurable progress against the Board’s key priorities, specifically the evolution of OCI’s capital allocation policy, and further strengthening of governance through new Board appointments. The transfer of OCI’s listing to the Main Market of the London Stock Exchange was also successfully completed during the year, improving the liquidity and accessibility of the Company’s shares. As a result, OCI enters 2026 as a FTSE 250 constituent with strong momentum and a compelling proposition for investors.
Performance
OCI delivered a Total NAV Return per share of +6% (+45 pence), reflecting resilient performance within its underlying portfolio companies. OCI remains one of the best-performing listed private equity investment funds, having delivered a Total Shareholder Return of 109% and NAV growth of 88% over five years (inclusive of dividends), reflecting the ability of Oakley to create value across macroeconomic environments.
Total NAV grew by £7 million to £1,233 million, and as at 31 December 2025, OCI’s underlying portfolio in Oakley managed mid-market funds totalled 38 companies across the Technology, Education, Consumer and Business Services sectors.
OCI remains one of the best-performing listed private equity investment funds.”
Steve Pearce Chair
Trading across portfolio companies was robust, in spite of a macroeconomic environment that struggled to find a stable footing. The portfolio delivered LTM EBITDA growth of 11%, reflecting the quality and resilience of underlying businesses and validating Oakley’s value creation platform. Transitioning businesses to a recurring revenue model continues to be a core value creation driver, with almost three-quarters of portfolio companies now benefitting from largely, or partially, recurring revenues. During the year, Oakley also executed more than 70 bolt-on acquisitions across the portfolio, in particular across platform investments in the Business Services and Education sectors.
Investments and realisations
Following record deployment in 2024, the Investment Manager took advantage of the uncertain climate to continue investing in the next generation of opportunities. During the period, Oakley invested in ten new high-quality, fast-growing companies across its mid-market Flagship and lower mid-market Origin strategies. Of the Venture Funds, Touring invested in eight new investments during the period, with PROfounders III investing in a further four investments in 2025. These new investments spanned all four of OCI’s core sectors and provided opportunities to partner closely with founders and management teams to drive growth. New platform acquisitions included:
- G3, a global strategic advisory consultancy;
- Brevo, a European leader in customer engagement software; and
- Paraty Tech, Spain’s fastest-growing hotel demand generation platform.
Read more about OCI’s new investments.
Oakley also continued to deliver impressive realisations in the period, demonstrating the attractiveness of its portfolio and its expertise as a private equity manager. The sale of legaltech platform vLex to Clio, a global leader in legal software, was completed in November at a $1 billion valuation and at a 300% uplift to carrying NAV. This transaction generated c.£37 million in look-through proceeds for OCI, which also retains an ongoing indirect interest in Clio through its commitment to Origin I and Origin II. vLex is an example of the repeatability of Oakley’s strategy, investing behind founder-led businesses, building market leadership, and realising value through well-timed strategic transactions.
Learn more about vLex’s transformational growth and Oakley’s other realisations in the period.
€500 million
Fund VI
OCI is pleased to have allocated €500 million to Oakley’s latest flagship fund, Fund VI.
Capital allocation
The Board’s capital allocation priorities are to i) expose shareholders to long-term returns through commitments to Oakley Funds, ii) maintain an efficient balance sheet throughout investment cycles, and iii) enhance NAV per Share when opportunities arise to buy back shares at a material discount to NAV.
In March, Oakley announced the final close of its latest flagship fund, Fund VI, at its hard cap of €4.5 billion. The oversubscribed fundraise was completed in just six months, reflecting strong demand from institutional investors globally, who recognise the strength of Oakley’s track record in delivering significant returns by partnering with founders across the European mid-market. During the period, OCI made a total commitment of €500 million to Fund VI, taking OCI’s outstanding commitments to the Oakley Funds at year-end to £992 million. Of this total, c.£300 million is not expected to be called and the balance will be deployed into new investments over the next five years.
In April, OCI refinanced its credit arrangements, replacing existing facilities with a new five-year facility totalling £325 million plus a £75 million accordion available subject to lender approval. Excluding the accordion, OCI’s total liquidity as at 31 December 2025 was £191 million, comprising £95 million of cash and £96 million in undrawn credit facilities.
As part of an ongoing assessment of OCI’s capital allocation policy, in March the Board elected to cancel the payment of dividends in favour of share buybacks. The Company had paid a nominal dividend since 2016, despite OCI not generating income sufficient to cover one, and the Board concluded that, on balance, shareholders would be better served by surplus capital being deployed into buying back the Company’s shares at material discounts to NAV.
For a number of years, the Board has employed share buybacks opportunistically. However, in 2025, reflecting its view that the shares have been materially and persistently undervalued, the Board formalised OCI’s share buyback programme, committing to annual recurring buybacks of a minimum of £20 million. In April, the Board authorised a further £30 million to the 2025 buyback programme, based on its assessment of liquidity at that time and the improved prospects for future realisations.
OCI completed its 2025 £50 million buyback programme on 8 January 2026, having acquired and cancelled c.9.7 million shares for an aggregate £50 million, and generating a NAV per share gain of 11 pence over the course of the programme. As previously announced, OCI has allocated a minimum of £20 million to its annual buyback programme for 2026.
Direct Investments
As previously disclosed, Direct Investments do not form part of OCI’s strategy going forward and the Board is focused on maximising the value of its two legacy Direct Investments in North Sails and Time Out.
North Sails, the more significant Direct Investment, representing 14% of NAV, made a meaningful contribution to OCI’s NAV growth during the year. This was driven by strong financial performance and the combination of the business with leading peers Doyle Sails and Quantum Sails, which were acquired in 2024 and have immediately enhanced returns. The Board continues to work with Oakley towards realising this investment at the appropriate time.
Time Out represents c.2% of OCI’s current NAV. While its Markets division delivered growth in 2025, its Media division continued to face challenges, leading to a strategic review that has already resulted in operational enhancements aimed at returning the division to EBITDA profitability.
You can read more about our Direct Investments later in this report.
£50 million
2025’s £50 million share buyback programme was completed on 8 January 2026.
Look-through proceeds in the last two years
£271 million
During the last two financial years, OCI has generated £271 million of realisations, representing c.22% of NAV, demonstrating the resilience and liquidity of the underlying portfolio despite subdued deal activity across the wider private equity industry.
Main Market listing
One of the Board’s key objectives has been to increase investor access to OCI’s shares, enabling a wider group of investors to gain exposure to Oakley’s attractive portfolio. The Board was pleased to deliver on this objective in August, when OCI was admitted to trading on the Main Market of the London Stock Exchange as an Official List company. The move reduced structural barriers for investors and increased OCI’s eligibility for a wider range of institutional mandates. It also enabled OCI to qualify for inclusion in the FTSE 250 Index, which took place on 22 September. This successful transition provides a platform for improved liquidity and enhances OCI’s visibility and attractiveness to a broader group of potential shareholders.
Governance
2026 has seen further enhancements in governance and the continued evolution of our Board. Having completed a nine-year tenure, Caroline Foulger stepped down as Chair and Non-Executive Director at the Company’s Annual General Meeting (‘AGM’) in September, in line with UK corporate governance guidelines. Caroline presided over a period of considerable growth and development at OCI, and the Board thanks her for her significant contribution.
In November we were pleased to welcome Christopher Samuel and Kiernan Bell as independent Non-Executive Directors. Christopher was also appointed as Chair Designate and will assume that position in March 2026, following an orderly transition period during which it has been a privilege for me to serve as your interim Chair. Christopher has extensive financial services experience, having most recently served as Chief Executive of Ignis Asset Management. He is also an experienced Chair and has held Non-Executive Director roles at a variety of asset management firms, including Gartmore, Hill Samuel Asset Management and Cambridge Place Investment Management. Christopher is also currently the Chair of FTSE 100 constituent Scottish Mortgage Investment Trust plc and Non-Executive Director of Quilter Plc.
Kiernan brings significant legal expertise to the Board, with over 30 years’ experience in corporate governance, restructuring and commercial litigation. She has held Board positions at several international and financial services businesses, including Atlas Arteria International Limited, Wilton Reinsurance Bermuda Limited and HSBC Bermuda Limited.
Outlook
Looking ahead, the Board remains confident in OCI’s positioning. The European mid-market continues to offer a deep pool of founder-led businesses with attractive long-term growth characteristics, particularly for a manager such as Oakley with established networks and a proven track record of value creation. While macroeconomic uncertainty persists, the Board believes Oakley is well placed to navigate that environment, supported by its sector focus, disciplined investment approach and ability to partner with founders to achieve growth.
Oakley has built a platform to deliver future outperformance. Approximately 80% of the 38 portfolio companies are founder-led, reflecting the Investment Adviser’s central ethos. That 70% of portfolio companies have recurring revenues highlights the resilience of the portfolio, while many businesses are also disrupting established markets, from testing and inspection to legal data, and from university education to car repairs. The portfolio companies are also well positioned to benefit from AI enhancements to their customer propositions, and this in turn is expected to drive further value creation.
OCI enters 2026 with a resilient portfolio, meaningful exposure to Oakley’s future deployment, and a capital allocation framework designed to enhance long-term shareholder returns. In the coming year, the Board remains focused on disciplined capital allocation, achieving further progress on maximising the value of OCI’s Direct Investments, and on delivering sustained value for shareholders over time.
Steve Pearce Chair
11 March 2026
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See Oakley Funds strategies
OCI is an investor in funds managed by Oakley Capital, which consist of 'Private Equity' and 'Venture' Funds investing across four strategies: Venture Capital, Growth Tech, Small-mid Buyout, and Mid Buyout.