Final Results

RNS Number : 9164S
Oakley Capital Investments Limited
28 May 2009
 






28 May 2009


Oakley Capital Investments Limited 

('the Company')


Preliminary results for the twelve months ended 31st December 2008


Oakley Capital Investments Limited (AIM : OCL, 'OCIL'), the AIM-listed company established to provide investors with access to the investment strategy being pursued by Oakley Capital Private Equity L.P. (the 'Limited Partnership') today announces its preliminary results for the twelve months ended 31 December 2008.


Highlights


·                Net asset value of £99.9m, made up of cash, investment in the Limited Partnership, and mezzanine loans
·                NAV per share of £1.08 as at 31 December 2008
·                £64.44m investment in the Limited Partnership
·                Equity placing of new ordinary shares raising £18 million from new and existing investors in March 2009 (see note 12), if these shares had been issued on 31 December 2008 and the cash received the NAV per share of the Company would be £0.97
·                Key portfolio company investments made by the Limited Partnership:
-                Web-hosting: Host Europe Corporation Limited (“Host Europe”), the Fund’s webhosting investment and largest portfolio company
-                Financial Services: Monument Securities Limited, a global equity and derivatives broker providing services to institutions, fund managers, market professionals, corporates and hedge funds
-                Media: Headland Media Limited, a leading provider of news services to the marine, hotel and retail industries 

 

Peter Dubens, Director, commented:


'I am pleased to report that OCIL had a successful 2008 and that the challenging environment has provided attractive investment opportunities for the Limited Partnership.  Following completion of the acquisition of Host Europe, the company has performed positively by focussing on operational improvements and market share gains. Monument Securities performed consistently throughout a period of unprecedented trading conditions. The company's sound performance was due to its range of products which ensured the business was well positioned to take advantage of a variety of market conditions. Our latest acquisition, Headland Media, the business-to-business media content provider, has performed well and provides us with a strong base to establish a leading provider of news, entertainment and training services to the marine, hotel and retail industries.



'The general economic and credit environments have continued to worsen in 2009. Despite this, deal flow has remained strong, with a number of investment opportunities emerging at attractive multiples. Certain sectors, such as Financial Services and Media have suffered more than others, and interesting opportunities have arisen at discounted multiples. Oakley Capital believes that as a buyer with relevant sector knowledge and the ability to invest through the economic cycle it can generate considerable returns given the current compressed valuations in its target sectors. The current financial and economic environment provides opportunities that fit well with our investment strategy and hands-on operational experience.'  


For further information please contact: 

 

Oakley Capital Investments Limited

+44 20 7766 6900

Peter Dubens (Director)




Financial Dynamics

+44 20 7831 3113

Juliet Clarke / Edward Bridges / Erwan Gouraud




Liberum Capital Limited (Financial Adviser & Broker)

+44 20 3100 2000

Steven Tredget / Steve Pearce




Grant Thornton Capital Markets (Nominated Adviser)

+44 20 7383 5100

Philip Secrett 






About Oakley Capital Investments Limited


OCIL was established to provide investors with access to the investment strategy being pursued by the Limited Partnership.


The Company was admitted to trading on the AIM market of the London Stock Exchange in August 2007, having raised £100 million from the issue of 100,000,000 ordinary shares at 100 pence each, together with the issue of 50,000,000 warrants. The company currently holds 1,250,000 warrants and 7,589,000 of its issued ordinary shares acquired for 60p per share, in treasury.  


The primary objective of the Limited Partnership is to invest in a diverse portfolio of private mid-market UK and European businesses, aiming to provide investors with significant long-term capital appreciation.  


The investment strategy of the Limited Partnership is to focus on companies with the scope for performance improvement operating within industries with growth or consolidation potential. In addition, the Limited Partnership seeks to invest in companies with the potential to achieve scale, thereby commanding a premium on exit.


 

Chairman's statement


The board is pleased to report a successful 2008 for Oakley Capital Investments Limited in a turbulent financial and economic period.  

The Company was established in 2007 to provide investors with access to the investment strategy being pursued by the Limited PartnershipThe primary objective of the Limited Partnership is to invest in a diverse portfolio of private midߛmarket UK and European businesses, aiming to provide investors with significant longߛterm capital appreciation.

In March 2008, the Limited Partnership drew down 31.5% of the committed capital, in order to benefit from attractive investment opportunities identified in the web hosting, financial services and media sectors.  On 15 December 2008, OCIL committed a further €10 million to the Limited Partnership. The Company's share of the total amount drawn down to 31 December 2008 was €51.75 million, representing 34.5% of the Company's total capital commitment.  

During 2008, the Limited Partnership made the following investments:

 

Web Hosting

In April 2008, the Limited Partnership acquired Host Europe Corporation Limited ('Host Europe') the UK's market leader in domain name registration, the UK's second largest shared hosting provider and the leading provider of standardised managed hosting in Germany.  Host Europe also includes Vialtus Solutions, a provider of complex managed hosting services to the UK corporate and SME market. The web hosting market is characterised by strong growth, driven by the rapid proliferation of broadband usage and the increasing sophistication of multimedia content.  The Limited Partnership simultaneously acquired Host Europe's data centre in Germany and subsequently Domain Parking International LLP ('Domain Parking') a small bolt-on acquisition. The total transaction value of these investments was £128 million. The consideration was satisfied by a mixture of cash, vendor loan note and bank loans and mezzanine financing from the Company.

In connection with the acquisition, the Company provided Host Europe with £19.4 million of debt financing, in the form of a secured mezzanine instrument carrying a fixed interest rate of 15.25%. This instrument matures on the earlier of 31 December 2015, or the date of sale or IPO of Host Europe, the note can be repaid at any time prior to this subject to an early repayment penalty.

 

Media

In January 2008, the Limited Partnership acquired Headland Media Limited ('Headland Media'), a leading provider of news services to the marine, hotel and retail industries.  Headland Media's communication division provides news, e-mail, internet and weather services via satellite to cruise and merchant ships, as well as hotels in remote locations.  The entertainment division of Headland Media provides in-store radio and music services to the retail industry.  

During 2008, Headland Media completed two follow on investments, the acquisitions of Good Morning News SpA ('GMN') and Walport International Limited ('Walport'). These acquisitions expanded 


Headland Media's presence in the marine training and entertainment sectors. The total transaction value was total £6.3 million, which includes a mezzanine loan from the Company of £3.1 million carrying a fixed interest rate of 12%.

 

Financial Services

In July 2008, the Limited Partnership, together with management, acquired Monument Securities Limited ('Monument Securities') from Insinger de Beaufort Group ('Insinger')Monument Securities has traded successfully since 1991 and has built a considerable presence in the derivatives, equities and fixed income markets as an experienced and professional brokerage providing services to institutional investors, hedge funds and corporate investors.  The total transaction value was £5.5m, with the Limited Partnership investing £2.8 million representing a 51% investment.

 

Investment outlook

The Board believes that the businesses acquired by the Limited Partnership in the web hosting, financial services and media sectors provide a platform that is well positioned to deliver growth and value creation through active management. Further details of the investment portfolio companies are provided in the Manager's Report.

Since the launch of the Limited Partnership in 2007, Oakley Capital Limitedthe investment adviser to the Limited Partnership ('Oakley' or the 'Investment Adviser'), has built a strong pipeline of attractive acquisition opportunities, across a range of industry sectors.  As tough economic conditions continue, the Company expects an increasing number of investment opportunities to emerge at attractive valuations.  Oakley has established relationships with a number of banks which remain supportive of the Limited Partnership's investment strategies. 

Although cautious from a macroeconomic perspective, we expect the next 24 to 36 months to yield a significant number of attractive investment opportunities for the Company, through its exposure to the Limited Partnership's investment strategies.

 

Post balance sheet events 

In response to the investment opportunities identified by Oakleythe Company completed a secondary placing on 9 March 2009, raising proceeds of £18 million from new and existing investors. An additional commitment of €17 million was made into the Limited Partnership on 20 March 2009.



James Keyes

Chairman

The Limited Partnership


The Limited Partnership's primary objective is to invest in a diversified portfolio of private midߛmarket UK and European businesses, aiming to provide investors with significant longߛterm capital appreciation.

The Limited Partnership's investment strategy is to focus on buy out opportunities in industries with the potential for growth, consolidation and performance improvement. In addition, the Limited Partnership seeks to invest in companies with scale in their industry subsectors, thereby creating a sustainable earnings stream which should command an exit premium.

The Limited Partnership will focus on equity investments of between £20 million and £100 million per transaction, which secure a controlling position in the portfolio investment The Limited Partnership aims to deliver over 25 percent gross internal rate of return (IRR) per annum on investments and a blended gross multiple of three times.  The life of the Limited Partnership is expected to be approximately 10 years, including a five year investment period from the date of the Final Closing.

Oakley Capital (Bermuda) Limited (the 'Manager'), a Bermudian company, has been appointed as manager to the Company and the Limited Partnership.  The Manager has appointed Oakley as Investment Adviser to the Manager. The Investment Adviser is primarily responsible for advising the Manager on the investment of the assets of the Limited Partnership and the Company.


oakley capital investments limited


NOTES TO THE FINANCIAL STATEMENTS (continued)

Year ended 31 December 2008 and Period from 28 June 2007 (commencement of operations)  to 31 December 2007

(Expressed in British Pounds)


The Manager's report


Market background

The impact of the economic downturn has been severe and further economic contraction is anticipated. The availability of credit for leveraged acquisitions has been materially impaired and the cost of financing has increased. At the same time, valuation expectations are being suppressed by economic uncertainty. This environment should enable the Limited Partnership to acquire targets at attractive valuations.

When considering acquisitions, the manager through Oakley works closely with its lenders to determine an acquisition structure appropriate for the target and the sector in which it operates. Oakley has a strong relationship with a number of major banks, all of whom remain supportive of the Limited Partnership's investment strategy.

 

Risk management

Oakley has implemented a rigorous investment analysis and selection methodology which includes the following stages:

  • Identification - Upon identification, an investment opportunity is recorded on the deal register which records key details of the opportunity, this acts as a basis for discussion at weekly meetings.  

  • Selection - Where an investment opportunity progresses, an overview document is generated to assess the proposed investment and to determine if it satisfies the Limited Partnership's investment profile.

  • Analysis - In advance of committing to due diligence, further analysis is undertaken and a 'Concept Paper' is prepared to analyse the investment rationale, the industry, competitive positioning, pricing, structure, funding and transaction risk.  

  • Approval - Following due diligence, an approval paper is submitted to the investment committee summarising key due diligence findings and identifying any material issues. 

  • Confirmation - Immediately prior to funding, an 'Investment Certificate' is compiled to identify any changes which have occurred between final approval and funding.  

Investment and portfolio monitoring

Oakley considers portfolio monitoring and investment plan implementation to be critical to value creation.  As such, Oakley commits significant resources to ensuring portfolio companies meet or exceed their investment plan and that any unforeseen issues are resolved.

  • 100 day plan - Where necessary Oakley executives will be onsite for an interim period to assist management teams. In the case of Host Europe, two senior Oakley executives were onsite for the first 100 days of ownership to ensure that restructuring measures identified during due diligence were implemented.  

  • Directorships - In addition to attending monthly senior management meetings, Oakley executives are appointed to portfolio company boards to ensure that strict corporate governance and reporting procedures are adhered to. In addition, Oakley appoints non executive directors to bring in industry expertise and to provide support to the management team. 

  • Strategic guidance - Oakley will hold strategic planning sessions with management teams to review progress and to ensure key milestones are met. 

  • Financial discipline Oakley maintains strict control over the capital budgeting process to ensure capital expenditure is justifiedOakley believes that detailed financial planning and analysis play a significant role in the process of value creation.

Investments

The Limited Partnership primarily invests in unquoted securities of private companies ('Portfolio Investments'). Investments portfolio investments are valued by the Manager in compliance with the International Private Equity and Venture Capital Guidelines with particular consideration of the following factors:


  • Fair value is the amount at which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction.

  • In estimating fair value, the Manager uses a methodology which is appropriate in light of the nature, facts and circumstances of the investment and its materiality in the context of the total investment portfolio and will use reasonable assumptions and estimations.

  • An appropriate methodology incorporates available information about all factors that are likely to materially effect the fair value of the investment. The valuation methodologies are applied consistently from period to period, except where a change would result in a better estimate of fair value. Any changes in valuation methodologies will be clearly disclosed in the financial statements.

  

The most widely used methodologies are listed below. In assessing which methodology is appropriate, the Manager is predisposed towards those methodologies that draw upon market-based measures of risk and return.


  • Cost of recent investment

  • Earnings multiples

  • Discounted cashflow

  • Net assets

  • Available market prices


Gains or losses arising from changes in fair value are presented through the income statement in the period in which they arise.  As a result of the above basis of valuation, there is significant judgment associated with the valuation of Portfolio Investments.  The Limited Partnership's Portfolio Investments are currently held at cost as they were all acquired within 12 months of 31 December 2008. The Manager completed a fair value analysis at the year end and appointed a third party to review the fair value analysis. The results of this process confirmed that there had been no deterioration in value.


 

Mezzanine loans

Mezzanine loans are initially valued at the price the loan was granted. Following initial recognition, the loans are valued on a fair value basis taking into account market conditions and any appreciation or deterioration in value pending a valuation review.

 

Rolled up loan interest

A portion of the financial instruments held by the Company accumulates interest which is only realised in cash on redemption of the instrument including payment in kind notes.


 

Business review 

In valuing these instruments, the Manager assesses the expected amount to be recovered from these instruments. If deterioration indicators exist, a provision against the cost of the loan will be made to reflect this. The consideration or recoverable amount will also include the existence of any reasonably anticipated enhancements such as interest rate step increases.

During 2008, Oakley, as Investment Adviser to the Manager, considered over 45 investment opportunities leading to the Limited Partnership completing six transactions and investing capital in three enterprises. These three opportunities were directly sourced by Oakley.  

 

 1. Host Europe Group


Business overview

Host Europe is made up of three divisions operating in three distinct markets within the web hosting industry. In the UK, Host Europe operates two divisions: (i) Webfusion, the market leader for domain name registration and thsecond largest shared hosting provider; and (ii) Vialtus Solutions, a provider of complex managed hosting services to the corporate and SME market. Host Europe also operates a division in Germany, Host Europe GmbH, which is the German market leader in the standardised managed hosting market.  

The web hosting market is characterised by strong growth which is driven by the rapid proliferation of broadband usage and the increasing sophistication of multimedia content. As internet users become more sophisticated, website owners require increasing amounts of capacity in order to host, store and process complex and secure content.  For the majority of companies, hosting, security and traffic balancing are not core business activities and these functions are increasingly being outsourced to specialist providers such as Host Europe.  

Investment rationale 

  • Market leader in shared hosting (second largest provider in the UK and third largest in Germany)

  • Largest provider of UK domain names with over two million registered domains 

  • Significant opportunities for restructuring the cost base

  • Strategically well placed for exit - the European webhosting market is fragmented and a limited number of companies have scale to be attractive to overseas purchasers   

     

2. Monument Securities 


Business overview 

Monument Securities is a global equity, derivatives and fixed income broker with an 18 year history. The company provides services to institutions, fund managers, market professionals, corporates and hedge funds. Monument Securities is a member of the NYSE, Euronext LIFFE, Eurex, the London Stock Exchange, the International Capital Markets Association, and is authorised and regulated by the Financial Services Authority.

One of the primary strengths of the business is the management team who have worked together for 18 years. Prior to founding Monument Securities, members of the management team held senior positions at Citicorp, Credit Lyonnais, and MeesPierson. They have also worked for the London Clearing House and the Chicago Board of Trade as well as being involved in the establishment of the LIFFE market. Management are highly motivated to grow the business both organically and through acquisition. 

Investment rationale

  • An established and profitable platform well positioned for growth and sector consolidation 

  • Attractive entry price as a result of the vendor's decision to exit the UK market for strategic reasons at a depressed time in the financial services business cycle 

  • Proven business model which performs well in periods of economic uncertainty and high volatility (which typically coincide with economic downturns) as clients look to contain risk through the increased use of derivatives

 

3. Headland Media, Walport and GMN


Business overview

Headland Media is a business-to-business media content provider based in Liverpool with offices in the US and Europe. The company is the leading provider of news digest services to the hotel and shipping sectors as well as a leading provider of entertainment and training services to offshore industries, businesses in remote locations or with specialist communication needs. Headland Media distributes media content daily to an estimated 6,500 destinations using proprietary distribution channels (e.g. satellite broadcast) and has an audience of approximately 20 million listeners and over 250,000 readers. 


Headland's media products include:


  • News digest - Headland Media provides daily electronic newspapers, 24 hours a day, seven days a week, direct to cruise liners, merchant ships, yachts and hotels. More than 55 editions are produced daily in 15 different languages and are delivered ready to print to remote locations. It has a portfolio of two, four and eight page own brand newspapers

     

  • Internet on Board - an Internet café system specifically designed for the cruise line market

     

  • Weather - Headland Media offers a daily maritime weather information package from Applied Weather Technology. This system allows users to obtain advanced weather forecasts as a data file, giving a clear and accurate forecast every time for all ocean zones

  • Health and Safety Videos - Headland Media is a leading provider of training videos for the maritime industry providing crews with essential information for compliance and training purposes

  • Entertainment - Headland Media has the rights to distribute a comprehensive movie catalogue to the maritime industry. By purchasing licensed products fleet owners ensure copyright laws are not breached when movies are shown on board


Revenue is derived from recurring (subscription) revenue and some non-recurring (one off installation charges). Headland Media has a loyal customer base and has provided services to most of its customers for over a decade and for many in excess of 20 years. Annual customer churn is less than 10% and the company currently provides services to over 1,000 hotels and 3,600 cruise and merchant ships.  


Headland Media's Entertainment division focuses on the design, production and distribution of audio and visual services for retailers. These services are used to build brands and generate in-store sales in over 1,900 retail outlets. Headland Media's Entertainment services include:


  • Live radio services - Commercial radio stations played in store which include live presenters, audience interaction by text and email, dedications, news, sport, features, jingles, promotions, advertising, out-of-hours staff training and announcements and profiled music

  • 'As-live' radio services - A very popular radio format with live delivery using pre-recorded presenter links

  • Hard disk music services - Primarily pre-recorded music, advertising and jingles. These systems are either updated each night or each month


Investment rationale

  • Headland Media is the market leading provider of news digest services to the hotels and shipping sectors with opportunities to expand into other market segments

  • Headland Media will serve as the platform for the consolidation of niche providers of media content 

  • Barriers to entry include proprietary distribution channels, content licensing, editorial and production expertise act as barriers to entry to potential competitors

  STATEMENTS OF ASSETS AND LIABILITIES

31 December 2008 and 2007

(Expressed in British Pounds)



                                                    



31 December

2008


31 December

2007


Notes

£


£

Assets





Investments (Cost 2008: £65,387,060; 2007: £2,925,726)

2c, 5, 7

64,447,295


2,378,310

Cash and cash equivalents

3

32,893,846


97,154,262

Accrued interest receivable


2,630,494


-

Other receivables 


20,280


303,475

Total assets 


99,991,915


99,836,047






Liabilities 





Accounts payable and accrued expenses


52,598


395,548

Bank overdraft


-


12,632

Total liabilities 


52,598


408,180

Net assets attributable to shares


99,939,317


99,427,867

Number of shares outstanding

  9

92,411,000


100,000,000

Net asset value per share

13

1.08


0.99



Signed on behalf of the Board on 26 May 2009




James Keyes                    Ian Pilgrim

Director                            Director 


  SCHEDULES OF INVESTMENTS

31 December 2008 and 2007

(Expressed in British Pounds)



2008

Fair value as a % of net assets

Percentage 
interest

Principal amount/

Quantity £

Cost


£


Fair value


£


Investments in Limited Partnerships






Bermuda







Oakley Capital Private Equity LP 

39%

65.2%


40,265,724


39,325,959

Unquoted debt securities






Investment in mezzanine loans






United Kingdom







Host Europe. Interest at 15.25% p.a. Maturity date Dec 2015

19%


19,400,000

19,400,000


19,400,000

Headland Media Limited. Interest rate at 12% p.a. Maturity date Dec 2008

3%


3,100,000

3,100,000


3,100,000

Bermuda







Cologne Data Centre (Bermuda) Ltd. Interest rate at 15.25% p.a. Maturity April 2015

3%


2,621,336

2,621,336


2,621,336

Total mezzanine loans

25%



25,121,336


25,121,336

Total Investments 2008

64%



65,387,060


64,447,295

  

2007

Fair value as a % of net assets

Percentage interest

Principal amount/

Quantity £

Cost


£


Fair value


£


Investments in Limited Partnerships






Bermuda







Oakley Capital Private Equity LP 

2.4%

66.3%


2,925,726


2,378,310

Total Investments 2007

2.4%

66.3%


2,925,726


2,378,310



  

STATEMENTS OF OPERATIONS

Year ended 31 December 2008 and Period from 28 June 2007 (date of incorporation) 

to 31 December 2007

(Expressed in British Pounds)




2008


2007


Notes

£


£

Investment income





Interest


5,429,842


2,117,617

Total income


5,429,842


2,117,617






Expenses





Organisation expenses


-


4,593,684

Management fee

4(a)

-


156,318

Other


216,189


83,041

Professional fees

6

198,852


65,395

Interest


19,875


141

Total expenses


434,916


4,898,579

Net investment income/(loss)


4,994,926


(2,780,962)

Realised and unrealised gains and losses on foreign exchange and investments 





Net realised gain/(loss) on foreign exchange


491,648


(681)

Net change in unrealised (loss)/gain on foreign exchange


(6,459)


2,756,926

Net change in unrealised losses on investments


(392,349)


(547,416)

Net realised and unrealised gains on foreign exchange and investments


92,840


2,208,829

Net increase/(decrease) in net assets resulting from operations


5,087,766


(572,133)

Net gain/(loss) per share

13

0.06


(0.01)



 

  STATEMENTS OF CHANGES IN NET ASSETS


Year ended 31 December 2008 and Period from 28 June 2007 (date of incorporation) to 31 December 2007

 (Expressed in British Pounds)






2008


2007



£


£

Net increase/(decrease) in net assets resulting from operations





Net investment gain/(loss)


4,994,926


(2,780,962)

Net realised gain/(loss) on foreign exchange


491,648


(681)

Net change in unrealised (loss)/gain on foreign exchange


(6,459)


2,756,926

Net change in unrealised losses on investments


(392,349)


(547,416)

Net increase/(decrease) in net assets resulting from operations


5,087,766


(572,133)

Capital share transactions





Proceeds on issue of shares


-


100,000,000

Repurchase of shares


(4,576,316)


-

Net (decrease) increase in net assets from capital share

transaction


(4,576,316)


100,000,000

Net increase in net assets


511,450


99,427,867

Net assets at beginning of year/period


99,427,867


-

Net assets at end of year/period


99,939,317


99,427,867



 


 

STATEMENTS OF CASH FLOWS


Year ended 31 December 2008 and Period from 28 June 2007 (date of incorporation) to 31 December 2007


(Expressed in British Pounds)




2008


 

2007



£


£

Cash flows from operating activities





Net increase/(decrease) in net assets resulting from operations


5,087,766


(572,133)

Adjustments to reconcile net increase/(decrease) in net assets resulting from operations to net cash used in operating activities:





 Net realised and unrealised gains on foreign exchange  
 and investments


(92,840)


(2,208,829)

          Payments for purchases of investments


(62,461,334)


(2,925,726)

         Change in accrued interest receivable


(2,630,494)


-

         Change in other receivables  


283,195


(303,475)

         Change in accounts payable and accrued expenses  


(342,950)


395,548

Net cash used in operating activities


(60,156,657)


(5,614,615)

Cash flows from capital transactions

(Repayment of) cash provided by short term borrowing


(12,632)


12,632

Proceeds on issuance of shares


-


100,000,000

Paid on repurchase of shares


(4,576,316)


-

Net cash provided by capital transactions


(4,588,948)


100,012,632

Net effect of foreign exchange gain


485,189


2,756,245

Net (decrease) increase in cash and cash equivalents


(64,260,416)


97,154,262

Cash and cash equivalents at the beginning of year/period


97,154,262


-

Cash and cash equivalents at the end of year/period


32,893,846


97,154,262






Interest paid during the year/period


19,875


141



The notes on pages 26 to 37 form an integral part of these financial statements

 

NOTES TO THE FINANCIAL STATEMENTS

Year ended 31 December 2008 and Period from 28 June 2007 (date of incorporation)                         
to 31 December 2007
(Expressed in British Pounds)

 
1.             The Company
 
Oakley Capital Investments Limited (the “Company”) is a closed-ended investment company which was incorporated under the laws of Bermuda on 28 June 2007. The principal objective of the Company is to achieve capital appreciation through investments in a diversified portfolio of private mid-market UK and European businesses. The Company achieves its investment objective primarily through an investment in Oakley Capital Private Equity L.P. (the “Limited Partnership”). 
 
The Company listed on the AIM market of the London Stock Exchange on 3 August 2007. 
 
2.             Significant accounting policies
 
(a)     Basis of presentation
 
The accompanying financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. 
                                                                                             
(b)     Use of estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period. Actual results could differ from those estimates. 
 
(c)     Investment valuation
 
Limited Partnership
Security transactions are accounted for on a trade date basis based on the capital drawdown and proceeds distribution dates from the Limited Partnership. The Company’s investment in the Limited Partnership is valued at the balance on the Company’s capital account in the Limited Partnership as at the reporting date. Any difference between the capital introduced and the balance on the Company’s capital account in the Limited Partnership is recognised in net change in unrealised gains and losses on investments in the Statements of Operations. 
The Limited Partnership generally values investments at fair value and recognises gains and losses on security transactions using the specific cost method. 
 
Mezzanine Loans
Mezzanine loans are initially valued at the price the loan was granted. Subsequent to initial recognition the loans are valued on a fair value basis taking into account market conditions and any appreciation or deterioration in value pending a valuation review.
Realised gains and losses are recorded when the security acquired is sold. The net realised gains and losses on sale of securities are determined using the specific cost method.
Effective January 1, 2008, the Company adopted Statement of Financial Accounting Standards No. 157 (“FAS 157”). FAS 157 clarifies the definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on the inputs used to value the Company’s investments, and requires additional disclosures about fair value. The hierarchy of inputs is summarised below.
·           Level 1 – quoted prices in active markets for identical investments
·           Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)
·           Level 3 – significant unobservable inputs (including the Investment Advisers own assumptions in determining the fair value of investments)
 
The inputs and methodologies used in valuing the securities are not necessarily an indication of the risks associated with investing in those securities.
 
Securities traded on a national stock exchange are valued at the last reported sales price on the valuation date. When prices are not readily available, or are determined not to reflect fair value, the Company may value these securities at fair value as determined in accordance with the procedures approved by the Investment Adviser in consultation with the Manager.
 
Level 2 securities are valued using representative brokers’ prices, quoted prices for similar investments, published reports or, third-party valuations.
Level 3 securities are valued at the direction of the Investment Adviser in consultation with the Manager. In these circumstances, the Manager will attempt to use consistent and fair valuation criteria and may (but is not required to) obtain independent appraisals at the expense of the Company.
 
Derivative financial instruments that have quoted prices on a recognised exchange, such as futures and option contracts, are classified as Level 1. Over-the-counter derivative instruments such as interest rate swaps, foreign exchange forward contracts and credit default swaps, whose prices are based upon observable market inputs, are classified as Level 2. All other derivatives are classified as Level 3.
 
(d)     Income recognition
Interest income and expenses are recognised on the accruals basis. 
 
(e)     Foreign currency translation
Investments and other monetary assets and liabilities denominated in foreign currencies are translated into British Pound amounts at exchange rates prevailing at the reporting date. Capital drawdowns and proceeds of distributions from the Limited Partnership and foreign currencies and income and expense items denominated in foreign currencies are translated into British Pound amounts at the exchange rate on the respective dates of such transactions. 
 
Foreign exchange gains and losses on other monetary assets and liabilities are recognised in net realised and unrealised gain or loss from foreign exchange in the Statements of Operations.
 
The Limited Partnership does not isolate unrealised or realised foreign exchange gains and losses arising from changes in the fair value of investments. All such foreign exchange gains and losses are included with the net realised and unrealised gain or loss on investments in the Statements of Operations.
 
(f)       Cash and cash equivalents
 
The Company considers all short-term deposits with a maturity of 90 days or less as equivalent to cash.
 
3.             Cash and cash equivalents
 
Cash and cash equivalents at December 31 consist of the following:
 

 
 
2008
 
2007
Cash
 
£          168,291
 
£              3,743
Short-term deposits
 
32,725,555
 
97,150,519
 
 
£     32,893,846
 
£    97,154,262
 
 
 
 
4.             Management and performance fees
 
(a)           The Company has entered into a Management Agreement with Oakley Capital (Bermuda) Limited (the “Manager”) to manage the Company’s investment portfolio. The Manager will not receive a management fee from the Company in respect of funds either committed or invested by the Company in the Limited Partnership or any successor fund managed by the Manager. The Manager will receive a management fee at rate of 1 percent per annum in respect of those funds that are not committed to the Limited Partnership or any successor fund (but including the proceeds of any realisations), which are invested in cash, cash deposits or near cash deposits and a management fee at the rate of 2 percent per annum in respect of those funds which are invested directly in co-investments. The management fee is payable monthly in arrears. As at 31 December 2008 and 2007, there were no management fees payable to the Manager.
 
The Manager may also receive a performance fee of 20 percent of the excess of the amount earned by the Company over and above an 8 percent hurdle rate per annum on any monies invested as a co-investment with the Limited Partnership or any successor limited partnership. Any co-investment will be treated as a segregated pool of investments by the Company. If the calculation period is greater than one year, the hurdle rate shall be compounded on each anniversary of the start of the calculation period for each segregated co-investment. If the Manager does not exceed the hurdle rate on any given co-investment that co-investment shall be included in the next calculation on a co-investment so that the hurdle rate is measured across both co-investments. No previous payments of performance fee will be affected if any co-investment does not reach the hurdle rate of the return. As at 31 December 2008 and 2007 and for the periods then ended, there were no performance fees payable to the Manager.
 
(b)           The Manager has entered into an Investment Adviser Agreement with Oakley Capital Limited (the “Investment Adviser”) to advise the Manager on the investment of the assets of the Company. The Investment Adviser will not receive a management or performance fee from the Company. Any fees due to the Investment Adviser will be paid by the Manager out of the management fees it receives from the Company.


 

5.             Fair value of financial instruments
                       
The following is a summary of the inputs used in valuing the Company’s assets carried at fair value:

        
 
 
 
Quoted prices
(Level 1)
 


Other significant observable inputs
 (Level 2)
 


Significant unobservable inputs
(Level 3)
Investments in Securities
£                    -
 
£                        -
 
£     64,447,295

The Company has an investment into a private equity limited partnership. The investment is included at fair value based on the Company’s balance on its capital account in the Limited Partnership. The valuation of non-public investments require significant judgment by the Investment Adviser in consultation with the Manager of the Limited Partnership due to the absence of quoted market values, inherent lack of liquidity and the long-term nature of such assets. Private equity investments are valued initially based upon transaction price. Valuations are reviewed periodically utilising available market data to determine if the carrying value of these investments should be adjusted. Such market data primarily includes observations of the trading multiples of public companies considered comparable to the private companies being valued. In addition, a variety of additional factors are reviewed by the management of the Limited Partnership, including, but not limited to, financing and sales transactions with third parties, current operating performance and future expectations of the particular investment, changes in market outlook and the third party financing environment. Mezzanine loans are initially valued at the price the loan was granted. Subsequent to initial recognition, the loans are valued on a fair value basis taking into account market conditions and any appreciation or deterioration in value pending a valuation review.
 
The following is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:
 

 
Investment in Securities
 
 
Balance at 1 January 2008
£         2,378,310
 
 
Change in unrealized depreciation
(392,349)
 
 
Net purchases
62,461,334
 
 
Balance at 31 December 2008
£       64,447,295
 
 
 
The difference between the fair value and the cost of investments is due to the re-translation of the Euro denominated investment in the Limited Partnership at the year end into Sterling.
 
6.             Administration fee
 
Under the terms of the Company Administration Agreement dated 30 July 2007 between Mayflower Management Services (Bermuda) Limited (the “Administrator”) and the Company, the Administrator receives an annual administration fee at prevailing commercial rates, subject to the minimum monthly fee of US$4,000 per month. During the year ended 31 December 2008, the Company incurred administration fees of £47,466 (2007 - £23,903), which is included in professional fees in the Statements of Operations.
 
7.             Investments
 
Limited Partnership
 
The Company intends to invest its assets in the Limited Partnership, an exempted limited partnership established in Bermuda on 10 July 2007. The Limited Partnership’s primary objective is to invest in a diversified portfolio of private mid-market UK and European businesses, aiming to provide investors with significant long term capital appreciation. The Company’s share of the total amount drawn down to 31 December 2008 was £40.27 million (€51.75 million), representing 34.5% of the Company’s total capital commitment. As at 31 December 2008, the Company accounted for 65.2 per cent of the total capital and commitments in the Limited Partnership
 
The Company may also make co-investments with the Limited Partnership based on the recommendations of the Manager. As at 31 December 2008, the Company has not made any such co-investments. Co-investments may amend the outstanding capital commitments to the Limited Partnership.
 
Limited Partnership’s investments
 
The Limited Partnership madea number of investments; one large investment in Host Europe Corporation Limited and four smaller investments.


 

 
Host Europe and Cologne Data Centre
 
Host Europe is a UK market leader in domain name registration, the UK’s second largest shared hosting provider and a leading provider of standardized hosting in Germany. The total transaction value of the financing deal was £128 million with the Limited Partnership’s contribution being £48.6 million. The acquisition includes an acquisition of a data centre based in Cologne.
 
Headland Media
 
Headland Media is a leading business to business media content provider of news digest services to the hotel and shipping sectors; as well as a leading provider of entertainment and training services to offshore industries. Total transaction value was £6.3 million and the Limited Partnership’s contribution was £2.5 million.
 
Monument Securities
 
Monument Securities is a global equity, derivatives and fixed income broker with an 18 year history. The company provides services to institutions, fund managers, market professionals, corporations and hedge funds. The total transaction value was £5.5 million. The Limited Partnership has a 51% interest in Monument Securities and its contribution is £2.8 million. 
 
The investments are currently held at cost in the Limited Partnership as they were all acquired within 12 months of 31 December 2008. The Investment Adviser to the Limited Partnership completed a fair value analysis at the year end and appointed a third party to review the fair value analysis. The results of this process confirmed that there had been no deterioration in value.
 
Mezzanine financing investments
 
Headland Media Limited
During 2008, the Limited Partnership acquired Headland Media Limited and two further bolt on acquisitions for a total transaction value of £6.3 million. The consideration was satisfied by a vendor loan note for £725,000 and £5.6 million in cash. The cash element comprised £3.1 million of debt finance, in the form of a secured mezzanine instrument from the Company. The instrument carries a fixed interest rate of 12 per cent.
 
Host Europe Corporation Limited and Cologne Data Centre (Bermuda) Limited
On 2 April 2008, the Limited Partnership acquired Host Europe Corporation Limited (“Host Europe”) the UK’s market leader in domain name registration, the UK’s second largest shared hosting provider and the leading provider of standardised managed hosting in Germany. Host Europe also includes Vialtus Solutions, a provider of complex managed hosting services to the UK corporate and SME market and a small data centre based in Germany. Subsequently Host Europe acquired Domain Parking, a small bolt on acquisition. The total transaction value, including bank and third party financing was £128 million. The Company provided debt finance of £19.4 million, in the form of a secured mezzanine instrument.
 
The instrument carries a fixed interest rate of 15.25 per cent maturing on the earlier of 31 December 2015 or the date of sale or IPO of Host Europe Corporation Limited. Included within this deal,the Company provided debt finance of £2.6 million to Cologne Data Centre (Bermuda) Limited which has a subsidiary in Cologne that houses a data centre. This instrument carries a fixed interest rate of 15.25% per cent maturing 3 April 2015.
 
8.             Capital commitment
 
During 2008, the Company made an additional commitment of €10 million to the Limited Partnership taking the total capital commitment up to €150 million. The Limited Partnership may draw upon the capital commitment at any time subject to two weeks’ notice on an as needed basis. During the year, capital in the amount of €47.55 million was called by the Limited Partnership. As at 31 December 2008, the amount of capital commitment available to be called was €98.25 million.
 
9.                   Share capital and warrants
 
(a)           Share capital
 
The authorised share capital of the Company on incorporation was $1,000 divided into 1,000 shares par value $1.00 each. On incorporation, one ordinary share of par value  $1.00 was issued to Codan Trust Company Limited (the “Initial Subscriber”). The currency denomination of the Company’s authorised share capital was subsequently changed from US Dollars to Euros, the shares were subdivided and the authorised share capital increased to €2,500,000 divided into 250,000,000 shares of par value €0.01 each. The currency denomination of the Company’s authorised share capital was further changed from Euros to British Pounds, the shares were consolidated, divided and redenominated and the authorised share capital increased to £2,000,000 divided into 200,000,000 shares of par value 1 pence each. After the consolidation, division and redenomination the Initial
subscriber was the registered shareholder of one Ordinary Share of par value 1 pence. This Ordinary Share was made available, under the terms of the Placing (see Note 1). The Placing Price of £1.00 per Ordinary Share represented a premium of 99 pence to the nominal value of an Ordinary Share issued under the Placing.
 
The Placing of the Company’s Shares was fully subscribed, so that immediately after the Placing, the authorised share capital of the Company consisted of 200,000,000 Ordinary Shares and the issued share capital of the Company of 100,000,000 Ordinary Shares.
 
(b)           Warrants
 
50,000,000 warrants were issued in conjunction with the subscription of Ordinary Shares at a ratio of one warrant for every two shares. Each warrant confers on the holder the right to purchase one fully paid Ordinary Share at an exercise price of £1.30 as adjusted in accordance with Condition 2.3 of the AIM Admission Document. Warrants may be exercised at the option of the holder at any time prior to the close of business on AIM of the third anniversary of the date of admission of the Company warrants to AIM (see Note1).
 
As the price of the Ordinary Shares as at 31 December 2008 was below the exercise price of the warrants, there was no dilution in the net asset value and loss per share.
 
(c)           Share repurchase
 
On 2 October 2008, the Board of Directors authorised a repurchase program of 7,589,000 shares. Under the tender offer, the Company repurchased 7,589,000 shares for £4,576,316 at a price per share of 60 pence per share and hold them in Treasury. All of the rights of the treasury shares have been suspended (including economic participation, voting and dividend distribution rights). The Company also holds 1,250,000 warrants in treasury.
Shares of common stock and warrants outstanding are:-
 

 
Common stock
 
Warrants
 
 
 
 
Balance as at 1 January 2008
100,000,000
 
50,000,000
Issued
-
 
-
Repurchased
7,589,000
 
1,250,000
Balance as at 31 December 2008
92,411,000
 
48,750,000
 
 
 
 
 
10.           Related parties
 
Certain Directors of the Company are also Directors and shareholders of Oakley Capital (Bermuda) Limited, Palmer Capital Associates (International) Limited and Mayflower Management Services (Bermuda) Limited; entities which provide services to and receive compensation from the Company.
 
Certain Directors of the Company are also Directors of Oakley Capital GP Limited, the General Partner of the Limited Partnership.
 
11.         Taxation
 
Under current Bermuda law the Company is not required to pay any taxes in Bermuda or either income or capital gains. The Company has received an undertaking from the Minister of Finance in Bermuda that in the event of such taxes being imposed, the Company will be exempt from such taxation at least until the year 2016. 
 
Effective from 1 January 2008, the Company adopted FASB Interpretation No.48 Accounting for Uncertainty in Income Taxes. There has been no significant impact on the Company’s financial statements as a result of adopting this interpretation.
 
12.          Subsequent events
 
On 9 March 2009 a secondary placing took place whereby the Company issued 28,125,000 shares, which were sold at a price of 64 pence per share raising £18 million from new and existing investors. An additional commitment of €17 million was made into the Limited Partnership on 20 March 2009. If these shares had been issued on 31 December 2008, the cash received, and €17 million committed, the NAV per share of the Company would be £0.97.
 
13.             Financial highlights
 

 
2008
 
2007
 
£
 
£
Per share operating performance
 
 
 
Net asset value per share, at start of year/date of subscription
0.99
 
1.00
Gain/(loss) from investment operations
 
 
 
Net investment income
0.06
 
(0.03)
Net realised and unrealised gain on investments and foreign exchange
-
 
0.02
Total from investment operations
0.06
 
(0.01)
Repurchase of shares
0.03
 
-
Net asset value per share, end of year/period
1.08
 
0.99
 
 
 
 
Total return for year/period1
Percentage
 
Percentage
Total return
5.01
 
(0.57)
 
 
 
 
Ratio of expenses to average net assets1,2
 
 
 
Operating expenses
0.44
 
4.91
Ratio of net investment income to average net assets1,2
 
 
 
Net investment income (loss)
5.01
 
(2.79)
1 Not annualised for periods less than or greater than a year
2 Expenses include interest expenses of: 2008 £19,875; 2007 £141
 
 
 
 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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