Oakley Capital Investments Limited (“OCI” or the “Company”) today announces that it has agreed to sell part of its interests in Oakley Capital Funds IV, V and VI, Oakley Capital Origin and Oakley Capital Origin II to third party buyers (the “Transaction”).
The interests being sold had an aggregate value of €313 million (£272 million) as at 31 March 2026 (the “Reference Valuation”) and will be sold for a consideration of €295 million (£257 million), equivalent to approximately a 5.75% discount to the Reference Valuation. The Transaction will also reduce OCI's outstanding fund commitments by approximately €281 million (£244 million) as at 31 March 2026 (the “Reference Date”). Sterling figures related to the Transaction are translated at a constant exchange rate of £1:€1.1497, being the rate applied in OCI’s NAV as at 31 March 2026.
The Transaction followed a robust, secondary process overseen by the independent Board directors with support from external advisers.
OCI also announces its quarterly trading update for the three months ended 30 September 2026. The Company's unaudited Net Asset Value (“NAV”), based on a revaluation of all portfolio companies as at 30 September 2026, was £1,294 million, which represents a NAV per share of 791 pence and a 1.2% (+9 pence) increase from 30 June 2026. These figures do not reflect the Transaction, which is expected to complete in November 2026.
Christopher Samuel
Chair — Oakley Capital Investments
The Transaction delivers three principal benefits to OCI and its shareholders:
Valuation validation: Demonstrates investor demand for the Oakley Funds and affirms the valuation of a representative portfolio of OCI’s interests in the Funds.
Improves balance sheet strength and liquidity: Significantly strengthens OCI’s liquidity position enabling flexibility for debt repayment, buybacks and future fund commitments.
Portfolio diversification and balance: Re-weights OCI’s exposure across fund strategies and vintages, while retaining substantial exposure to the underlying portfolio and increasing commitment cover.
The Transaction comprises part of OCI's partnership interests in five Oakley Funds, rather than the sale of selected underlying portfolio companies, and focuses on Flagship and Origin fund interests that were considered most suited to a conventional secondary-market process. OCI’s venture and continuation vehicle exposures, together with Fund III given its maturity, were not part of the sale portfolio.
The table below reflects the fund interests within the Transaction and the subsequent rebalancing.
| Fund (vintage) | Transaction valuation | Percentage of fund interests sold |
Fund interests as % of OCINAV(*) pre-transaction |
Fund interests as % of OCINAV(*) post-transaction |
| Fund IV (2019) | £68m | 23% | 24% | 18% |
| Fund V (2022) | £161m | 39% | 33% | 20% |
| Fund VI (2024) | £7m | 20% | 3% | 2% |
| Origin I (2020) | £25m | 21% | 9% | 8% |
| Origin II (2023) | £11m | 20% | 4% | 4% |
| Total | £272m | 73% | 52% |
* Percentages are based on OCI’s NAV at 31 March 2026. Sterling figures are translated at the constant exchange rate set out in note 2 and rounded to the nearest million
The interests being sold had an aggregate value of £272 million as at 31 March 2026. The agreed price of 94.25% of that value equates to £257 million, increasing to £275 million after adjustments for capital calls and distributions since the Reference Date.
Discount to 31 March valuation
5.75%
compared with 38% discount to the NAV at 31 March 2026
The 5.75% discount to the Reference Valuation being achieved on the sale compares with the 38% discount to the NAV at which OCI's shares traded on the same date.
The acquisition consideration will be paid in instalments, with approximately 50%, or an estimated £138 million, payable on completion. The remaining 50% of consideration will be unconditionally deferred, in line with market practice, and paid over the following three years, with approximately 15% payable in each of the first two years and 20% paid in the third year. The deferred consideration will be treated as a receivable and marked to fair value.
The purchasers will also assume approximately £244 million of outstanding commitments associated with the interests acquired, as at the Reference Date.
The Transaction followed a robust, two-phase sale process executed by Campbell Lutyens between late May and September 2026 and is expected to complete in November 2026.
Bidders were given the option to acquire the interests directly, through a conventional secondary transaction (with the buyer then responsible for managing the acquired fund interests) or through a new Oakley-managed vehicle (which would additionally provide the buyer with opportunities to invest alongside the Oakley Funds). The successful bidder, Carlyle AlpInvest, was selected as the preferred buyer following that process and will directly acquire £177 million, with the balance of £95 million acquired through an Oakley-managed vehicle, capitalised by funds managed by Carlyle AlpInvest and Anchor Capital, who will also be an investor in the Transaction exclusively through the Oakley-managed vehicle.
For guidance, adjusting the 30th September 2026 position for the yet to complete Transaction, OCI would have had c.£480 million of remaining outstanding commitments that would be expected to be called and total liquidity of c.£327 million, strengthening its balance sheet and increasing the Board's flexibility to maximise shareholder return.
Outstanding commitments: The total remaining outstanding commitments would have been c.£680 million, of which c.£200 million would not have been anticipated to be called. The balance would have been expected to be invested over the next five years. Commitment cover, which represents the ratio of total liquidity to outstanding commitments, increases from 0.21x to 0.48x.
Facility headroom: In this scenario, sale proceeds would be expected to initially reduce debt to £225 million and increase undrawn credit facilities to £175 million, reducing annualised financing costs by c.2 pence per share.
Cash and deferred proceeds: OCI would have approximately £152 million of cash following debt repayments, in addition to £138 million of deferred consideration, receivable over the following three years.
Following the Transaction the Board has approved a further £20 million buyback for 2027, increasing the programme from a minimum of £20 million to £40 million, with deployment of this increased capacity to begin in the current year following the imminent completion of the 2026 £20 million buyback programme.
The Board is also aware of several underlying portfolio company exit processes that could materially increase OCI’s cash inflows. As previously disclosed, against the current market backdrop, the timing of individual realisations cannot be known or accurately predicted with certainty. However, as these realisations occur, together with the deferred proceeds from the Transaction, the Board anticipates that OCI will have greater capacity for further share buybacks after providing for ongoing fund commitments and other capital requirements.
In light of potential conflicts of interest and related party considerations, the Transaction was overseen by a committee of independent Board directors (the “Transaction Committee”). OCI, acting through the Transaction Committee, directly engaged Campbell Lutyens to run a robust sale process, and also received independent legal advice from Travers Smith.
Oakley is OCI’s investment adviser and therefore a related party for the purposes of the UK Listing Rules.
Part of the interests were elected to be acquired through an Oakley-managed vehicle, and this vehicle will be capitalised by funds managed by Carlyle AlpInvest and Anchor Capital. The Oakley-managed vehicle that will pay Oakley economics, that are within the typical range, on investments made by the vehicle alongside the Oakley Funds. These fee arrangements mean that the Transaction constitutes a related party transaction for the purposes of the UK Listing Rules.
For the avoidance of doubt, Oakley will not receive any additional economics in respect of the Oakley fund interests acquired from OCI, which will remain subject to their existing underlying fund terms.
As required by the related party provisions of the UK Listing Rules, neither Peter Dubens, nor his alternate David Till, took part in the Board’s consideration of the Transaction and did not vote on the relevant Board resolution.
The independent directors of the Board, who have been so advised by Deutsche Numis acting as sponsor to OCI, consider the terms of the Transaction to be fair and reasonable as far as the OCI shareholders are concerned.
The Company's unaudited NAV, based on a revaluation of all portfolio companies as at 30 September 2026, was:
NAV
£1,294m
as at 30 September 2026
Total NAV return per share
+6.7%
since 30 September 2025 (+50 pence)
NAV per share
791p
as at 30 September 2026
Total NAV return per share
+1.2%
since 30 June 2026 (+9 pence)
Across the 41 Flagship and Origin portfolio companies OCI is exposed to, 16 were marked up, 10 were marked down and the rest were broadly flat. The largest Q3 movers across OCI’s portfolio were North Sails (+9 pence), Phenna (+7 pence) and two Touring Venture Fund companies, Cusp AI and Numa (+7 pence), with IU Group (-6 pence) the largest detractor.
During the period, OCI made look-through investments totalling £39 million. The largest was £25 million for the new Fund VI investment in XTEL, with the balance comprising £5 million of Venture Fund investments and £9 million of bolt-on acquisitions by existing portfolio companies, including GB1, Iconic BrandCo and Tiger HoldCo.
OCI's total liquidity as at 30 September 2026 was £189 million, comprising £89 million of cash and £100 million in undrawn credit facilities.
As part of the 2026 buyback programme, OCI has acquired and cancelled 3.3 million shares for an aggregate £17 million during the nine months to 30 September 2026, generating a NAV per share gain of 5.1 pence over the same period.
OCI's latest quarterly factsheet can be accessed here.
