REG - Oakley Capital Inv. - Settlement of Fund I Loan

Oakley Capital InvestmentsAnnouncement

29/12/2023 07:00

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RNS Number : 1232Y  Oakley Capital Investments Limited  29 December 2023

29 December 2023

 

Oakley Capital Investments Limited

Settlement of Fund I Loan and in-specie transfer of Time Out shares

Oakley Capital Private Equity L.P. ("Fund I"), one of the Oakley Funds(1)
advised by Oakley Capital(2), has reached the end of its term and is being
liquidated, whereupon Oakley Capital Manager Limited ("OCML") was appointed as
liquidating trustee. Fund I's remaining investments consisted solely of shares
in Time Out Group PLC ("Time Out"). On 28 December 2023, Fund I made an
in-specie transfer of these shares to all Fund I investors, which has
increased Oakley Capital Investments Limited's(3) ("OCI" or the "Company")
direct shareholding (the "In-Specie Transfer").

An agreement (the "Agreement") has also been entered into by Fund I and the
Company to, immediately prior to the In-Specie Transfer, settle Fund I's
outstanding loan (the "Fund I Loan") previously extended to it by OCI and
comprising approximately £8.0m of principal and £0.1m of interest
outstanding, via the transfer of shares in Time Out (settlement of the Fund I
loan together with the In-Specie Transfer, the "Transaction").

Shares in Time Out have been transferred to OCI, resulting in a reduction of
the Company's look-through ownership in Time Out via its interest in Fund I to
zero, and an increase in its direct equity ownership in Time Out from 19.97
per cent. to 38.06 per cent, representing a total of 5.8 per cent. of OCI's
net asset value as at 30 September 2023. As a result of the Transaction, the
beneficial ownership of the members of the established Oakley concert party
(including OCI) in Time Out has reduced from 45.3 per cent. to 41.9 per cent.

The Transaction constitutes a related party transaction in accordance with the
Company's related party policy. Pursuant to that policy, the Board of OCI has
obtained a fairness opinion from Liberum Capital Limited, prior to entering
into the Agreement.

 

Time Out's prospects remain attractive, with management recently commenting
that "we have increased confidence in future growth and further traction as we
continue to deliver against our ambitious plans, with Q1 FY24 performance in
line with management expectations."

 

- ends -

 

For further information please contact:

 

Oakley Capital Limited

+44 20 7766 6900

Steven Tredget

 

Greenbrook Communications Limited

+44 20 7952 2000

Rob White / Michael Russell

 

Liberum Capital Limited (Financial Adviser & Broker)

+44 20 3100 2000

Chris Clarke / Darren Vickers / Owen Matthews

 

(1) The Oakley Funds

Oakley Capital Private Equity L.P. and its successor funds, Oakley Capital
Private Equity II, Oakley Capital Private Equity III, Oakley Capital IV,
Oakley Capital V, Oakley Capital Origin Fund and Oakley Capital Origin Fund 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..

(2) 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.

(3 )About Oakley Capital Investments Limited ("OCI")

OCI is a Specialist Fund Segment ("SFS") traded investment vehicle that 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/
(https://oakleycapitalinvestments.com/videos/)

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

Important information

Specialist Fund Segment securities are not admitted to the Official List of
the Financial Conduct Authority. Therefore, the Company has not been required
to satisfy the eligibility criteria for admission to listing on the Official
List and is not required to comply with the Financial Conduct Authority's
Listing Rules.

The Specialist Fund Segment is intended for institutional, professional,
professionally advised and knowledgeable investors who understand, or who have
been advised of, the potential risk from investing in companies admitted to
the Specialist Fund Segment.

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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