Partial Asset Sale and Q3 2026 Trading update

Oakley Capital Investments Limited

28 October 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement contains inside information for the purposes of Article 7 of the UK version of the Market Abuse Regulation.

28 October 2026

Oakley Capital Investments Limited

Partial sale of Oakley fund interests at 5.75% discount to 31 March 2026 carrying value

Transaction provides market evidence of OCI's portfolio valuations and significantly strengthens balance sheet and liquidity position

Q3 trading update reports robust performance

Oakley Capital Investments Limited¹ ("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 2026².

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 of OCI, commented:

"This transaction provides third-party affirmation of the OCI NAV and demand for the Oakley Funds. Further, it underscores the Board's view that the materially wider discount implied by the OCI share price is unwarranted. It also significantly strengthens OCI's balance sheet and liquidity position, creating a strong platform for the Board's wider focus on shareholder returns."

"It is the first of a number of strategic initiatives we are taking to increase demand for OCI's shares. The sale, in conjunction with future realisations, provides the opportunity to make further accretive buybacks and extend participation in the performance of future Oakley funds."

Transaction outcomes

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.

Transaction details

The Transaction comprises part of OCI's partnership interests in five Oakley Funds³, 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 OCI NAV(*) pre-transaction	Fund interests as % of OCI NAV(*) post-transaction
Fund IV (2019)	£68 million	23%	24%	18%
Fund V (2022)	£161 million	39%	33%	20%
Fund VI (2024)	£7 million	20%	3%	2%
Origin I (2020)	£25 million	21%	9%	8%
Origin II (2023)	£11 million	20%	4%	4%
Total	£272 million		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. 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 Lutyens⁴ 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 AlpInvest⁵, 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 Capital⁶, who will also be an investor in the Transaction exclusively through the Oakley-managed vehicle.

Capital allocation

For guidance, adjusting the 30 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.

Related-party considerations

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 Smith⁷.

Oakley⁸ 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.

Q3 Trading update

The Company's unaudited 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. The total NAV return per share was +6.7% (+50 pence) since 30 September 2025 and +1.2% (+9 pence) since 30 June 2026.

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.

- ends -

For further information please contact:

Oakley Capital Limited

[phone]

Steven Tredget

Deutsche Numis (Sponsor, Financial Adviser & Broker)

[phone]

Nathan Brown / Matt Goss

Greenbrook 

[phone]

Rob White / Michael Russell / Theo Bryan

Notes:

LEI Number: 213800KW6MZUK12CQ815

¹ About Oakley Capital Investments Limited ("OCI")

OCI is a closed-ended investment fund trading on the main market of the London Stock Exchange as an Official List Company. OCI aims to provide shareholders with consistent long-term capital growth in excess of the FTSE All-Share Index by providing liquid access to private equity returns through investment in the Oakley Funds. 

A video introduction to OCI is available at https://oakleycapitalinvestments.com/videos/

The contents of the OCI website are not incorporated into, and do not form part of, this announcement.

² Exchange Rates

The consideration for the Transaction and the fund commitments to which it relates, is denominated in euros. Sterling equivalents relating to the Transaction in this announcement are shown for illustrative purposes at the constant exchange rate of £1:€1.1497 applied in OCI's NAV as at 31 March 2026. The sterling value of consideration actually received will depend on exchange rates at the dates of receipt.

³ The Oakley Funds

Oakley Capital Private Equity III, Oakley Capital IV, Oakley Capital V, Oakley Capital VI, Oakley Capital Origin and Oakley Capital Origin II are unlisted lower-mid to mid-market private equity funds that aim to provide investors with significant long-term capital appreciation. The investment strategy of the Funds is to focus on buy-out opportunities in industries with the potential for growth, consolidation and performance improvement. The Oakley family of funds also includes Oakley PROfounders Fund III and Oakley Touring Venture Fund, which are venture capital funds focused on investments in entrepreneur-led, disruptive, technology led companies.

⁴ Campbell Lutyens

A leading independent private capital advisory firm specialising in secondary transactions.

⁵ Carlyle AlpInvest

Carlyle AlpInvest is a leading global private equity investor with $112 billion of assets under management and more than 710 investors as of June 30, 2026. It has invested with around 400 private equity managers and committed over $118 billion across primary commitments to private equity funds, secondary transactions, portfolio financings, and co-investments. Carlyle AlpInvest employs around 300 people in New York, Amsterdam, Hong Kong, London, and Singapore.

⁶ Anchor Capital

Anchor Capital is a South African-based global wealth and asset management group which includes Credo Group, a 30-year-old UK-based company. The combined entities manage and administer over £15 billion of assets and employ over 630 people in the UK, South Africa, Mauritius and Namibia.

⁷ Travers Smith

A leading UK law firm specialising in corporate and commercial law.

⁸ Oakley Capital, the Investment Adviser

Founded in 2002, Oakley Capital Limited has demonstrated the repeated ability to source attractive growth assets at attractive prices. To do this it relies on its sector and regional expertise, its ability to tackle transaction complexity and its deal generating entrepreneur network.

Share buyback programme

The Board has authorised the further purchase of ordinary shares in the capital of the Company ("Ordinary Shares") up to an aggregate consideration of £20 million for 2027, with deployment of this increased buyback capacity to begin immediately, in the current year. Shareholders should be aware that (i) the Board retains absolute discretion as to the execution, pricing and timing of any share buybacks, subject to the conditions set out in the authority to execute share buybacks approved at the 2026 annual general meeting; (ii) a repurchase of Ordinary Shares on any trading day may represent a significant proportion of the daily trading volume and could exceed 25 per cent of the average daily trading volume of the preceding 20 business days. As at 30 September 2026, the Company had 163,460,215 Ordinary Shares in issue and admitted to trading on the Main Market of the London Stock Exchange with none held in treasury. Ordinary Shares purchased by the Company will be cancelled.

Important information

Oakley Capital Investments is admitted to the Official List of the Financial Conduct Authority. Therefore, the Company is required to satisfy the eligibility criteria for admission to listing on the Official List and is required to comply with the Financial Conduct Authority's Listing Rules, including in relation to transactions with related parties, financial reporting, contents of shareholder circulars and other continuing obligations.

This announcement may include "forward-looking statements". These forward-looking statements are statements regarding the Company's objectives, intentions, beliefs or current expectations with respect to, amongst other things, the Company's financial position, business strategy, results of operations, liquidity, prospects and growth. Forward-looking statements are subject to risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Accordingly, the Company's actual future financial results, operational performance and achievements may differ materially from those expressed in, or implied by, the statements. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements, which speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the Company's expectations with regard to them or any change in events, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Listing Rules or Prospectus Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

 

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