OCI — Oakley Capital Investments Limited: Research Note
Executive summary
OCI is a Bermuda-domiciled, London-listed closed-ended investment company that provides shareholders with a liquid wrapper around the unquoted, pan-European lower/mid-market private equity funds managed by Oakley Capital, focused on Technology, Education, Consumer and Business Services. Across the period covered (H2 2021 through H1 2026), NAV per share has compounded from 538p to 782p — a ~15% p.a. CAGR — driven roughly 75-80% by portfolio EBITDA growth and 20-25% by multiple expansion, with the pace of underlying EBITDA growth decelerating from ~28% (2021) → 15% (2024) → 11% (2025) → 9% (H1 2026) as the portfolio has matured 2022-03 annual, 2025-03 annual, 2026-09 interim. The single most important valuation point today is the persistent ~33% discount between the 782p NAV and the 524p share price — this discount is the entire investment case, because OCI's growth engine and AI-receiver credentials are, in this investor's context, thin.
Fair value estimate
- Fair value range: 590p – 665p per share, i.e. an implied market cap of £968m – £1,092m.
- Methodology: NAV-based sum-of-parts with a private-equity discount overlay. OCI's audited/reviewed 30 June 2026 NAV per share is 782p 2026-09 interim. Portfolio companies are held at an average 16.4x EV/EBITDA with 4.4x net debt/EBITDA, both punchy for the mid-market — a conservative investor should not accept marks at face value.
- Low end (590p, 25% NAV discount): reflects (i) the listed-PE sector's structural discount, which averaged 28-32% during the period 2026-04 Q1 update, (ii) a haircut on the 16.4x multiple mark given the portfolio's high leverage (4.4x) and decelerating growth, (iii) £940m of outstanding commitments still to draw 2026-07 trading update.
- High end (665p, ~15% NAV discount): reflects the argument that Oakley's realisations have consistently printed at premiums to carrying value (vLex >6x return, TechInsights ~19x, IU Group 85% IRR) and that mature buy-and-build assets (Phenna, North Sails, TechInsights) are inherently under-marked.
- Comparison to £873m current mcap: OCI trades below the low end of the range on a per-share basis (524p vs 590-665p).
- Absolute upside: mid-point 627p vs current 524p = +19.7% upside.
Sector context
- Sector confirmed: Financials → Financial Services (listed private equity investment trust). Constituent of FTSE 250 since September 2025 following the Main Market move 2025-09 interim.
- Profile vs peers: portfolio quality (double-digit organic EBITDA growth, recurring-revenue tilt) sits above typical listed PE peers on growth, but portfolio leverage of 4.4x net debt/EBITDA is toward the higher end of the peer set. NAV volatility risk is higher than diversified fund-of-fund peers because the portfolio is concentrated (~40 assets, top-4 driving majority of NAV moves).
- Listed peers explicitly cited by OCI: HgCapital Trust (HGT), Princess Private Equity (PEY), CT Private Equity Trust (CTPE), HarbourVest Global Private Equity (HVPE), ICG Enterprise (ICGT), Pantheon International (PIN), Partners Group Private Equity (PPET), Apax Global Alpha (APX) 2026-04 Q1 update.
Investment thesis
- Wide discount + credible catalysts to close it. Shares trade at ~33% below June 2026 NAV of 782p; the Board has committed to a minimum £20m buyback in 2026, has flagged "potential proceeds from future portfolio realisations in the near to medium term" and is progressing "strategic initiatives designed to enhance shareholder value and improve balance sheet strength" 2026-09 interim. Each £1 of buyback at current discount adds ~£0.50 to NAV per share.
- Genuine underlying earnings compounding, not multiple-driven. 80% of H1 2026 NAV growth came from EBITDA growth, only 20% from multiple expansion — a healthier mix than typical PE returns of this cycle 2026-07 trading update, 2026-09 interim. The 10-year NAV CAGR of 15% has been delivered through multiple economic cycles.
- Selective, high-conviction AI exposure inside a defensive portfolio. Exaforce (AI security ops) doubled in value on a Series B, contributing +5p to H1 2026 NAV; TechInsights (semiconductor intelligence) has been an outsized driver as the AI-chip boom lifts demand for its research; Oakley Touring venture fund provides direct AI-native venture upside without OCI overpaying for a pure-play 2026-09 interim, 2025-03 annual.
Key risks
- Portfolio marks may be optimistic. 16.4x EV/EBITDA with 4.4x net debt/EBITDA is a full valuation. Refinancing risk and mark-downs in a prolonged higher-rate environment could compress NAV materially 2026-09 interim; 4.4x leverage disclosed there and rising vs 4.1x FY2025.
- Time Out overhang and legacy direct-investment risk. Time Out required a £3m OCI participation in a discounted equity placing at 8p (30% below market), a loan extension, and a Board acknowledgement of "value maximisation and realisation" language — this is a workout, not a growth asset, and contributed -32p to NAV in FY2025 2025-12 equity placing, 2026-03 annual.
- Governance friction. ~43% of votes were cast against Peter Dubens' re-election at the 2026 AGM (up from 24% in 2025 and 12% in 2024) reflecting persistent institutional discomfort with the founder-director's independence status; the Chair transition (Foulger → Pearce → Samuel over 12 months) reflects a period of governance flux 2026-06 AGM result, 2025-09 AGM restated.
Operating leverage
OCI itself has very little operating leverage — it is a holding vehicle whose earnings are essentially the change in the fair value of its PE fund LP interests plus modest treasury income, less management fees paid to Oakley Capital and central costs. There is no "capacity constraint that flips profitable" mechanism at the OCI level. Operating leverage in the underlying portfolio is mixed: c.16% of NAV sits in vertical/mission-critical software with high theoretical leverage (TechInsights, Cegid, vLex/Clio, Bridewell/I-TRACING) 2026-03 annual; the rest is roughly 70% physical delivery businesses (education, TIC services, luxury, sails/masts) where incremental margins are typical of industrials/services (~25-35%). Portfolio-weighted, a 10-20% upside surprise in revenue would probably translate to a ~30-50% uplift in aggregate portfolio EBITDA, and via the 16.4x multiple, a ~30-50% NAV uplift. But this transmission is dampened at the listed-vehicle level by the discount, currency, and drag from Time Out/North Sails direct holdings. Net-net, this is not a high-operating-leverage name for the investor's "long-tail upside" pillar.
Value-trap signals
- Discount to NAV has widened, not narrowed, despite buybacks and a Main Market/FTSE 250 promotion — 33% now vs peers averaging 28%. Structural, not tactical.
- Portfolio net debt/EBITDA rising (3.9x → 4.1x → 4.4x over 24 months) whilst EBITDA growth decelerating (15% → 11% → 9%).
- Related-party structure: Oakley Capital Limited receives management fees and Peter Dubens (Founder Director) faces persistent shareholder dissent on independence 2026-06 AGM.
- Direct investments in wind-down (Time Out, North Sails) create asymmetric downside; Time Out has required repeated capital support at discounted prices 2025-12 placing.
Earnings vs. expectations
OCI does not issue traditional EPS guidance and there is no visible analyst consensus in the filings. Judged against its own NAV growth trajectory, OCI consistently delivers positive NAV growth (annual NAV per share returns: FY21 +35%, FY22 +24%, FY23 +4%, FY24 +2%, FY25 +6%, H1 26 +6.0%), but the pattern is one of deceleration through the higher-rate cycle followed by stabilisation, whilst total shareholder return has been erratic (FY23 +18%, FY24 +2%, FY25 +15%, H1 26 -16%). Realisations have printed materially above carrying values — vLex/Clio (>6x gross, 30p NAV uplift on exit alone), TechInsights partial exit (~19x gross), IU Group (85% IRR) — a genuine beat pattern on exit prints even when the reported NAV is being cautious.
Conviction
3 — moderate. Anchors: (i) NAV is externally reviewed with granular disclosure of value drivers per asset; (ii) 10-year track record of exit prints above carrying value gives real-world calibration of the marks; (iii) buyback programme provides a natural floor for value accretion at current discount. Caveats: (i) NAV is a mark-to-model derived from unquoted assets held at 16.4x with 4.4x leverage — a rate-driven de-rating could easily lop 15-25% off the marks; (ii) the vehicle's future NAV path depends heavily on the timing of realisations, which is not in management's direct control.