RESULTS PRESENTATION - Oakley Capital Investments

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RESULTS PRESENTATION - Oakley Capital Investments
RESULTS PRESENTATION   FY2018   0
RESULTS PRESENTATION - Oakley Capital Investments
Contents                                                                        1

1   Key Financial Highlights                  P 2-3

2   Portfolio Performance                     P 4-13

    ▪   Net Asset Value progression
    ▪   Realisations
    ▪   Investments
    ▪   Oakley Fund commitments
    ▪   Fund investment
    ▪   Co-investment
    ▪   Cash / other assets and liabilities
    ▪   Portfolio analysis
    ▪   Outlook

3   Oakley Capital Private Equity             P 14-28

4   Appendices                                P 29-42

                                                        OAKLEY CAPITAL INVESTMENTS
RESULTS PRESENTATION - Oakley Capital Investments
Oakley Capital Investments – continued strong performance                                   2

Performance year ending 31 December 2018

             NAV per share     281p        16%   Total NAV return

                Realisations   £130m   £110m     Investments

          Full-year dividend   4.5p        36%   Exit premium to book value

                                                                    OAKLEY CAPITAL INVESTMENTS
RESULTS PRESENTATION - Oakley Capital Investments
Strong returns track record                                                                                                                            3

10 year total NAV return of 172%
                                                                  1 Year                        3 Years                     10 Years

            OCI total NAV return                        16%                             47%                         172%

                                                NAV per share, dividend and share price
            3.00

            2.50

            2.00

        £

            1.50

            1.00

            0.50

            0.00
                   Dec-07   Dec-08   Dec-09   Dec-10   Dec-11      Dec-12     Dec-13   Dec-14    Dec-15   Dec-16   Dec-17     Dec-18

                                                  NAV per share            Dividend      Share Price

                                                                                                                               OAKLEY CAPITAL INVESTMENTS
RESULTS PRESENTATION - Oakley Capital Investments
Portfolio performance & successful exits grow NAV                                                    4

15% NAV per share increase

                                                1p
                                14p                          4.5p                       281p
                                                                      2p

                 29p

    245p

    FY17        Fund        Realisations   Co-investment   Dividend   Fees              FY18
             revaluations                   revaluations

                                                                             OAKLEY CAPITAL INVESTMENTS
RESULTS PRESENTATION - Oakley Capital Investments
2018 activity – realisations                                                                                                                    5

                                      Investment           Gross          OCI
Realisations                             strategy        returns     Proceeds
                                                                                                      Uplift on book value

                               Organic growth &          4.7x MM      £35.6m         60.0
                           synergistic acquisition      118% IRR
                                                                                                                          56%

                         Structural growth drove        2.5x MM       £15.1m         50.0
                                    market leader       44% IRR

                            Underlying structural       3.7x MM       £51.5m         40.0
                              growth & revenue          51% IRR                             21%
                                  diversification

                                                                                     30.0
                       Organic growth driven by         5.4x MM       £12.6m
                                                                                £m
                           strategic acquisitions       56% IRR

                                                                                     20.0                   38%                         18%
                                                                          OCI
Re-financings                          Strategy      Distributions   Proceeds
                                                                                     10.0

                   Extension of existing facility        €28.9m       £10.5m
                                                       to Fund III
                                                                                      0.0
                    Upsized facility provided by         €12.7m        £4.6m                Parship        Verivox        Facile       Damovo
                                existing lenders       to Fund III

                                                                                                      Fair Value (1)   OCI proceeds

      (1) As at 31 December 2017                                                                                        OAKLEY CAPITAL INVESTMENTS
RESULTS PRESENTATION - Oakley Capital Investments
2018 activity - investments                                                                                                                      6

                                                                                                                  OCI
Investments                                                                    Business description        investment

                                       Leading provider of private university groups in Germany              £30.7m

                                                  Italy’s leading online price comparison platform           £29.4m

                                                                                                        OCI additional
Follow on investments                  Acquisition                                      Description       investment

                                        cPanel              Acquired to join Plesk, the group now            £14.6m
                                                        encompassing two webhosting automation
                                                                               software platforms

              Centre Européen de Management             First acquisition in pursuing the buy & build         £3.2m
                 Hotelier International ("CMH")            strategy in the French tertiary education
                                                                                               sector

                           Colegio San Patricio            Comprises of 42 schools, educating over            £4.9m
                                                                          31,000 students globally

                                  Doyle Palma        Acquired sails operation and funding for North           £3.9m
                                                                             Sails Apparel and M&A

                                                                                                                         OAKLEY CAPITAL INVESTMENTS
RESULTS PRESENTATION - Oakley Capital Investments
Oakley Fund commitment drives NAV growth                                                                      7

£575m NAV by investment type

Oakley Fund investment                   £299m

                                      146p per share           Cash/other
                                                                 assets
                                         25% IRR               & liabilities

                                                                  18%
                               Debt              Equity                        Oakley Fund
Co-investment          £107m              £64m                                 Investment
                                                          Co-investment           52%
                    52p per share     31p per share
                                                              30%
                      11% IRR           (1)% IRR

Cash/other assets & liabilities          £105m

                                      51p per share

                                                                                      OAKLEY CAPITAL INVESTMENTS
RESULTS PRESENTATION - Oakley Capital Investments
Fund Investment

A balanced portfolio across three distinct sectors                                                                  8

NAV by company
                                               AMOS
                                               £15.1m
                               Schülerhilfe                          North Sails
   EDUCATION                     £39.7m                                £39.4m
                                                                     Debt: £40.6m
        Career Partner Group
               £45.6m
                                                                                    CONSUMER

                                                                                  Time Out
                                                                                  £42.7m
                                                                                Debt: £20.9m
                 Inspired
                  £72.9m

                                                                               Casa & atHome
                                                                                   £41.8m
                   TechInsights
                       £13.4m
                                                                      Facile
                                   Daisy                             £29.4m
     TMT                          £15.2m             WebPros
                                Debt: £14.9m
                                                  (Plesk + cPanel)
                                                        £71.5m

                                                                                            OAKLEY CAPITAL INVESTMENTS
RESULTS PRESENTATION - Oakley Capital Investments
Fund Investment

High growth, conservative debt, modest valuations                                                                                                                                                                   9

Portfolio analysis

                            Portfolio Company                                                                    Portfolio Company                                                      Portfolio Company
                        EBITDA growth vs prior year                                                              Net debt/EBITDA(1)                                                       EV/EBITDA(1)

                    8                                                                                 5                                                                   6
                                                             59%
                    7                                                                                                         41%       39%                                                                 52%
                                                                                                                                                                          5
                                                                                                      4
                    6
                                                                                                                                                                                                45%
 No. of Companies

                                                                                                                                                                          4

                                                                                   No. of Companies

                                                                                                                                                       No. of Companies
                    5                                                                                 3
                                             41%
                    4                                                                                                                                                     3

                    3                                                                                 2
                                                                                                                                                                          2
                    2                                                                                       3%       17%
                                   (2)                                                                                                                                             3%
                              0%                                                                      1
                                                                                                                                                                          1
                    1

                    0                                                                                 0                                                                   0
                              30%                                         Net cash    < 3x   3x - 5x   5x - 7x                                    < 10x       10x - 12x     >12x

                                   39%
                         Avg 2018 FY EBITDA Growth
                                                                                                                     3.8x
                                                                                                            Avg 2018 Net Debt/EBITDA
                                                                                                                                                                                  12.6x
                                                                                                                                                                              Avg Dec 2018 Valuation Multiple

                        (1)   Multiple analysis based on EV, Net Debt and EBITDA as at 31 Dec 2018 valuations. Analysis excludes Time Out Group plc.
                        (2)   Percentage of Fund portfolio company value                                                                                                                    OAKLEY CAPITAL INVESTMENTS
Co-investment

Co-investment                                                                                                                                       10

 Equity                                                             Debt

Where attractive to do so, OCI takes direct equity stakes in        If OCI has appropriate cash levels, it will consider providing debt
portfolio companies when an Oakley Fund can no longer make          instruments to the portfolio companies if the returns are appropriate.
follow on investment (e.g. Time Out).
The board will also consider directly holding stakes that are
currently held via a Fund when an Oakley Fund has to sell at the
end of its life (e.g. Inspired).

                                                                                         31 Dec 2017     31 Dec 2018      Interest           Maturity
                                                                                           Fair Value      Fair Value
                                                                    Co-Investments:               £m              £m
                                   31 Dec 2017       31 Dec 2018
                                     Fair Value        Fair Value   Debt Securities
Co-Investments:                             £m                £m
                                                                    Daisy                        28.2             14.9       6.5%        May 2019
Equity Securities                                                   North Sails                  27.8             40.6       7.5%            Dec 2020
Time Out                                   41.2              22.3   Fund Facilities              13.5             30.6       6.5%    1yr after issue
Inspired                                   26.2              41.8
                                                                    Time Out                         -            20.9       12%             Oct 2020

Total                                      67.4              64.1   Total                        69.5            107.0

                                                                                                                         OAKLEY CAPITAL INVESTMENTS
Cash / other assets & liabilities

Meeting commitments & maximising returns                                                                                            11

Conservative cover but avoiding excessive drag

                             £152m                                            £108m
                          Outstanding commitment to                           Cash at 31 December 2018
                                Fund I, II and III

                                                          Net Cash as % NAV
             120%

                      97%
             100%

              80%

                                                  56%
              60%

              40%                 33%                     32%
                                         26%                    24%                    24%
                                                                       22%                    22%
                                                                                                     16%    18%
              20%
                                                                                2%
              0%
                      2007      2008      2009    2010   2011   2012   2013     2014   2015   2016   2017   2018

                                                                                                             OAKLEY CAPITAL INVESTMENTS
Balanced maturity profile                                                                                                        12

3.5 years average investment holding period

                          £300.0m

                          £250.0m
                                     £29.4m     Facile

                                                CPG
                                     £45.6m
                          £200.0m

                                     £15.1m     AMOS

                          £150.0m    £39.7m                      £72.9m
                                                Schülerhilfe                Inspired

                                     £13.4m     TechInsights

                          £100.0m
                                                                 £30.1m     Daisy
                                     £71.5m     WebPros

                           £50.0m
                                                                 £80.0m
                                                                                          £63.7m
                                     £41.8m     Casa & atHome               North Sails              Time Out

                             £0.0m
                                     ≥2 years                   2-4 years                 4+ years

      Note: As at 31 December 2018                                                                        OAKLEY CAPITAL INVESTMENTS
Outlook                                                                                                                                        13

Strong profit growth, combined with exits above book value will continue to drive returns

 Existing portfolio

  ▪ Strong performance set to continue. Inflection points reached in the two turn around investments
  ▪ Further liquidity events expected this year either through exits and/or refinancings
  ▪ A pan-European portfolio of companies enjoying structural change will be resilient to economic and political uncertainty

 New opportunities

  ▪ 2018 demonstrated the repeatability of Oakley’s unique sourcing model
  ▪ Further follow on M&A identified
  ▪ Strong pipeline of opportunities focused on core sectors

 Governance

  ▪ The Board will continue to review the opportunity to buy back shares
  ▪ A conclusion on the appropriate market listing for OCI will be reached in the first half of 2019
  ▪ Further Board strengthening expected
  ▪ Relaunch of Annual Report, website and introduction of factsheets

                                                                                                                        OAKLEY CAPITAL INVESTMENTS
OAKLEY CAPITAL PRIVATE EQUITY
An established mid-cap investor with superior returns                                                                                                        15

MID-MARKET FOCUS                                                    WESTERN EUROPE FOCUS                          SECTOR FOCUS

                                                                                                                                                     Education

                                                                                                                   TMT
           €100m-400m
                Enterprise
                  value

                                                                                                                                   Consumer

▪   Attractive bracket of sector champions                           ▪ Regions and countries with strong          ▪ Strong sector fundamentals
    with hidden pockets of value                                         entrepreneurial landscapes                 • Education: large and growing sector
▪   Strong fit with Oakley’s entrepreneurial                         ▪ Regional variations create opportunities     • Consumer: focus on digitally led models
    culture, core strengths and experience                               for repeating strategies                   • TMT: focus on digital infrastructure
                                                                                                                      companies

        Pie charts are graphed by number of investments in current portfolio as at 30 June 2018 (incl. Damovo)
                                                                                                                                      OAKLEY CAPITAL INVESTMENTS
Consistently exceeding its target returns                                                                                                                                     16

MM & IRR EXITED DEALS                                                                                                                  TMT           Consumer     Education

             140%

                                                                                                                 Parship Elite Group
             120%                                                                               Emesa

             100%

                                                                                                                                                 Daisy plc
             80%

             60%                                                                                    Facile.it                                   Verivox I
 Gross IRR

                                                 Intergenia II       Host Europe
                                                                 HEG          Verivox II                                               Damovo
             40%                                                                       Educas
                         Target 30% IRR           Intergenia I

             20%                                                             Headland Media

                                                                             Target 2.5x MM
                -        Monument
                     -                    1.0x                   2.0x              3.0x                   4.0x                5.0x                >10.0x
                                                                                                                                                   6.0x              7.0x

             (20%) Broadstone

             (40%)
                                                                                          Gross MM

                                                                                                                                                    OAKLEY CAPITAL INVESTMENTS
Investment strategy results in acquisitions at low entry multiples                                                                                                 17

and positive multiple arbitrage through value creation
EV / EBITDA

 FUND I                                                            FUND II                                                     FUND III

                                                                                                                                           14.1x

                                                                                                                      12.3x
                                                                                                                                 10.7x
                                            10.3x                                              10.3x
                       8.8x
                                                                           8.1x
    6.7x

   Entry              Entry                  Exit                        Entry                 Entry                   Exit      Entry      Entry          Exit
   Oakley           Sector Av.              Oakley                       Oakley              Sector Av.               Oakley     Oakley   Sector Av.      Oakley

  Oakley entry multiple increasing due to mix effects (e.g. higher multiples in Education) but well below sector valuations

       Note: Averages are simple arithmetic means across the data sets and include proforma multiples when relevant
                                                                                                                                            OAKLEY CAPITAL INVESTMENTS
Sector expertise                                                                                                                    18

Proven track-record in three core sectors

CONSUMER                                    TMT                                          EDUCATION

     Oakley’s core concentration is                Originally investing in hosting and      A sector with very attractive
     Digital Consumer, with the focus              telecoms space, Oakley’s experience      fundamentals, Education has grown to
     being on marketing-led businesses             and insightful network has helped        become a significant area of
     with leading positions in their               to target businesses that are key        investment for Oakley, with portfolio
     respective industries.                        to supporting advancements in            companies across different segments
                                                   technology.                              of the market.

                  Value   of OCI NAV                         Value    of OCI NAV                      Value    of OCI NAV

     £215m                37%                      £115m               20%                  £173m              30%

   Fund I asset           Fund II asset   Fund III asset

                                                                                                        OAKLEY CAPITAL INVESTMENTS
WebPros - TMT                                                                                                                                    19

Global leading SaaS platform for server management
COUNTRY:                     INVESTMENT DATE:             FUND:                        OPEN COST:                    VALUATION:
Switzerland/USA              April 2017                   III                          £24.0m                        £71.5m

                                                                                                    REVENUE
                                                                                                    Dec 2018A                   $114.0m

                                                                                                    EBITDA GROWTH
                                                                                                    YoY                            22%

 THE OPPORTUNITY:
 Partnering with proven entrepreneurs to institutionalise an under-managed business with a highly sticky customer base.

                                                                                                                          OAKLEY CAPITAL INVESTMENTS
TechInsights - TMT                                                                                                                             20

Global leader in patent services and advanced technology intelligence
COUNTRY:                     INVESTMENT DATE:              FUND:                        OPEN COST:                    VALUATION:
Canada                       May 2017                      III                          £0.4m                         £13.4m

                                                                                                     REVENUE
                                                                                                     Dec 2018A                 $51.8m

                                                                                                     EBITDA GROWTH
                                                                                                     FY17-FY18A                    10%

 THE OPPORTUNITY:
 Leveraging TechInsights' extensive, proprietary technology database and experience to accelerate growth in its subscription business.

                                                                                                                        OAKLEY CAPITAL INVESTMENTS
Daisy - TMT                                                                                                                             21

#1 independent UK provider of communications, IT and cloud services
COUNTRY:                   INVESTMENT DATE:            FUND:                        OPEN COST:               VALUATION:
UK                         July 2015                   II                           £24.6m                   £30.1m

                                                                                                 REVENUE
                                                                                                 Mar 2018A             £684.3m

                                                                                                 EBITDA GROWTH
                                                                                                 FY17-FY18A               31%

THE OPPORTUNITY:
Working with an long-established Oakley partner to grow the business through transformational M&A.

                                                                                                                 OAKLEY CAPITAL INVESTMENTS
Casa & atHome - Consumer                                                                                                                         22

Leading real estate classifieds portals in Italy and Luxembourg
COUNTRY:                     INVESTMENT DATE:              FUND:                        OPEN COST:                    VALUATION:
Italy                        January 2017                  III                          £26.3m                        £41.8m

                                                                                                      REVENUE
                                                                                                      Dec 2018 LTM               €39.0m

                                                                                                      EBITDA GROWTH
                                                                                                      Jun 17A - Jun 18A            37%

 THE OPPORTUNITY:
 Realising synergies through integration of assets and cost optimisation, and then accelerating growth through more efficient marketing and
 expansion into adjacent product verticals.

                                                                                                                          OAKLEY CAPITAL INVESTMENTS
Facile - Consumer                                                                                                                                   23

Italy’s leading online price comparison platform
COUNTRY:                      INVESTMENT DATE:              FUND:                         OPEN COST:                    VALUATION:
Italy                         June 2018                     III                           £29.4m                        £29.4m

                                                                                                       REVENUE
                                                                                                       Dec 2018A                  €87.7m

                                                                                                       EBITDA GROWTH
                                                                                                       FY17-FY18A                    35%

 THE OPPORTUNITY:
 As market leader, Facile is well-positioned to take advantage of expected growth in the Italian price comparison market, which is currently less
 developed than other European markets.

                                                                                                                          OAKLEY CAPITAL INVESTMENTS
Time Out - Consumer                                                                                                                          24

A global leading digital brand with a global audience reach of 250 million
COUNTRY:                             INVESTMENT DATE:     FUND:                        OPEN COST:                   VALUATION:
Global                               November 2010        I & OCI                      £112.1m                      £63.7m

                                                                                                    REVENUE                            (1)
                                                                                                    Dec 2018                £47.7m

                                                                                                    EBITDA
                                                                                                    IMPROVEMENT                  73%
                                                                                                    FY17-FY18

 THE OPPORTUNITY: Transitioning a trusted global brand from print to digital and rolling out the Time Out Market concept to new cities.

         (1) Liberum Forecasts – 6 December 2018
                                                                                                                      OAKLEY CAPITAL INVESTMENTS
North Sails- Consumer                                                                                                                             25

Global market leading high-performance marine and sailing group
COUNTRY:                      INVESTMENT DATE:              FUND:                         OPEN COST:                    VALUATION:
USA                           March 2014                    II                            £70.4m                        £80.0m

                                                                                                        REVENUE
                                                                                                        Dec 2018A                 $232.0m

                                                                                                        EBITDA GROWTH
                                                                                                        FY17-FY18A                   12%

 THE OPPORTUNITY:
 A chance to consolidate the leading marine brand with its principal European licensee to deliver significant synergies, as well as develop the
 brand in apparel and accessories.

                                                                                                                           OAKLEY CAPITAL INVESTMENTS
Career Partner Group - Education                                                                                                               26

CPG is one of the fastest growing private university groups in Germany
COUNTRY:                     INVESTMENT DATE:              FUND:                         OPEN COST:                    VALUATION:
Germany                      January 2018                  III                           £30.7m                        £45.6m

                                                                                                      REVENUE
                                                                                                      Dec 2018 LTM               €82.2m

                                                                                                      EBITDA GROWTH
                                                                                                      YoY                           86%

 THE OPPORTUNITY:
 Supporting  the continual
 [The opportunity     – whydevelopment
                              have we of  one of the most highly ranked private university businesses in Germany, particularly in the online
                                        invested?]
 university and dual studies segments, two high-growth sectors.
Schülerhilfe - Education                                                                                                                        27

#1 provider of after-school tutoring in Germany
COUNTRY:                     INVESTMENT DATE:              FUND:                        OPEN COST:                    VALUATION:
Germany                      July 2017                     III                          £30.8m                        £39.7m

                                                                                                      REVENUE
                                                                                                      Dec 2018A                 €79.6m

                                                                                                      EBITDA GROWTH
                                                                                                      FY17-FY18A                   12%

 THE OPPORTUNITY:
 The leading after school tutoring provider in Germany with over 125,000 students, providing better results at a lower cost than competitors, and
 with a proven track record of highly consistent growth.
AMOS - Education                                                                                                                                  28

France’s leading sport business school
COUNTRY:                      INVESTMENT DATE:              FUND:                         OPEN COST:                    VALUATION:
France                        August 2017                   III                           £10.0m                        £15.1m

                                                                                                        REVENUE
                                                                                                        Dec 2018A                 €12.6m

                                                                                                        EBITDA GROWTH
                                                                                                        FY17-FY18A                   44%

 THE OPPORTUNITY:
 AMOS provides a platform for a roll-up in the higher education sector, with the aim of replicating the success of Inspired in the K-12 sector.
Inspired - Education                                                                                                                             29

One of the leading premium private schools groups globally
COUNTRY:                     INVESTMENT DATE:             FUND:                         OPEN COST:                   VALUATION:
UK                           August 2014                  II                            £36.0m                       £72.9m

                                                                                                     REVENUE
                                                                                                     Aug 2018A                €265.2m

                                                                                                     EBITDA GROWTH
                                                                                                     FY17-FY18A                   60%

 THE OPPORTUNITY:
 Supporting one of the world’s fastest growing premium private school groups with a buy-and-build strategy: highly attractive market dynamics;
 long-term revenue visibility; strong cash flow generation and limited cyclicality.
APPENDIX 1   NARROWING THE DISCOUNT
Narrowing the NAV discount (1)                                                                            31

Topic                   Status   Comment

Prevent NAV dilution             “Going forward the Board does not intend to issue equity or sell stock
                                 from treasury at a discount to NAV”

                                 Message repeated in 3 public announcements, reiterated in 2018
                                 full year report

Alignment of interest            OCI Board and Oakley Partners hold c.5% of OCI shares vs 1.2% a
                                 year ago

Returning cash                   Dividend: FY 4.5p announced in 2018, level to be maintained

                                 Buyback: The board plans to initiate further share buy backs in due
                                 course

Greater disclosure               Reconciliation of OCI holdings, more investment detail, increased
                                 communications
                                 2019: introduced Factsheet, more materials available on relaunched
                                 website including paid for research

                                                                                  OAKLEY CAPITAL INVESTMENTS
Narrowing the NAV discount (2)                                                                               32

Topic                       Status   Comment

Share liquidity &                    Since start of IR programme in 2017, 44% of the register has traded
shareholder concentration            2018 total volume: 98m shares +32% YoY growth
                                     Avg daily volume: 387k
                                     Top ten holders       79% (today) vs 91% (start of 2017)

Gold standard listing                Currently Bermuda incorporation & AIM listing
                                     A review of the listing has been completed and our legal advice
                                     sought regarding our ability to meet main list requirements

Board composition &                  Accrued significant experience
duration                             New independent candidates being considered

                                                                                      OAKLEY CAPITAL INVESTMENTS
APPENDIX 2   FEES
Fees                                                                                                                   34

Oakley Funds                                             On commitment for a 5 year period post Fund inception;
                       Management fee      2%            thereafter 2% on capital invested

                        Performance fee    20%           On returns above a 8% pa hurdle rate

Co-investment                                            On investments held directly by OCI (i.e. not including
OCI makes direct       Management fee      2%            the Oakley Funds)
investments in
portfolio
companies when                                           On returns earned by OCI over and above 8% pa hurdle
an investment           Performance fee    20%           rate on directly held investments
opportunity is
either too large for                             Up to
a Fund or beyond
its life span.              Advisory fee   2%            Of the equity transaction value

OCI                                                      Recharge costs incurred either directly / indirectly on behalf
administration         Operational costs    £            of OCI

                                                                                                OAKLEY CAPITAL INVESTMENTS
APPENDIX 3   FUND STRUCTURE & THE INVESTMENT TEAM
Oakley Capital Investments (OCI)                                                           36

Total Capital      L.P.s                            Oakley Capital Investments
Committed         €908m                                      €704m

                                                                            Equity and Debt
                                                                            Co-Investments

                           Oakley Funds (I, II & III)
Private Equity
Funds                          Portfolio Companies

Investment
Adviser

                                                                    OAKLEY CAPITAL INVESTMENTS
Structure                                                                                                                                                      37

             The Administrative Agent                             The Company                               The Investment Adviser
               Oakley Capital                       Oakley Capital Investments                               Oakley Capital
              Manager Limited                                Limited                                            Limited

                                 About OCML                                          About OCI                                   About OCL
        Oakley Capital Manager Limited (the        OCI is a closed-ended investment company          Oakley Capital Limited (“Oakley”) serves
        “Administrative     Agent”)    provides    with the principal objective to achieve capital   as    investment    adviser    to     the
        operational assistance and services to     appreciation through investments in a             Administrative Agent with respect to
        the Board with respect to OCI’s            diversified portfolio of private mid-market       OCI. It was incorporated in England and
        investments      and     its    general    businesses primarily in Europe. OCI offers        Wales in 2000, and is authorised and
        administration.   The    Administrative    investors a liquid investment vehicle, through    regulated by the Financial Conduct
        Agent is managed by experienced            which they can obtain exposure to the             Authority.     Oakley     is    primarily
        administrative     and       operational   underlying Oakley Funds with minimal              responsible for making investment
        executives.                                administrative burden, no long-term lock-up       recommendations         along       with
                                                   and no minimum investment size. The OCI           structuring and negotiating deals for the
                                                   Board has the ultimate decision to invest (or     Oakley Funds.
                                                   take any other action). In the ordinary course
                                                   it makes decisions, after reviewing the
                                                   recommendations         provided     by    the
                                                   Investment Adviser.

                                                                                                                                        OAKLEY CAPITAL INVESTMENTS
Entrepreneurial culture & team

Leadership team of experienced investment and                                                                                                                                      38

operational professionals…
               Peter Dubens                                   David Till                                    Alex Collins                                  David Brickell
               Managing Partner                               Senior Partner                                Partner                                       Partner

Joined Oakley: at inception                    Joined Oakley: at inception                    Joined Oakley: September 2007                 Joined Oakley: September 2013
▪   >20 years experience                       ▪ Co-founded Oakley Capital with Peter         ▪ 20 years investment and                     ▪ >15 years investment experience
▪   Serial entrepreneur                        ▪ Previously developed Pipex and                 operational experience                      ▪ Previously a co-founder of a SaaS
▪   Founded Oakley Capital in 2002               365 Media in 2002-07                         ▪ Previously at Advent and Henderson            internet start-up
▪   Success in the public markets and TMT      ▪ Responsible for operations and                 Private Capital                             ▪ Sector experience includes TMT and
    sector with Pipex and 365 Media              development of Oakley and its activities     ▪ Sector experience includes media,             consumer industries
                                                                                                consumer and digital commerce

                                       Rebecca Gibson                                 Arthur Mornington                              Ralf Schremper
                                       Partner                                        Partner                                        Partner

                        Joined Oakley: March 2014                      Joined Oakley: January 2017                   Joined Oakley: August 2017
                        ▪ >15 years investment experience              ▪ >15 years investment experience             ▪ >15 years investment experience
                        ▪ Previously a Partner at Cinven               ▪ Previously a Partner at Charterhouse        ▪ Previously Member of Executive Board
                        ▪ Sector experience includes healthcare,       ▪ Sector experience includes media,             and CIO at ProSiebenSat.1
                          retail, service sectors, consumer              education and business services             ▪ Sector experience includes media,
                                                                                                                       education, consumer and healthcare

                                                                                                                                                        OAKLEY CAPITAL INVESTMENTS
APPENDIX 4   FUND VALUATIONS
Overview of OCI’s underlying investments                                                                                                                       40

                                                                                              Year of
                 Fund       Investments           Sector          Location                                 Residual Cost   Fair Value
                                                                                          Investment
                 Fund I     Time Out              Consumer        Global                        2010            £44.9m       £20.4m

                 OCI's proportionate allocation of Fund I investments (on a look through basis)                              £20.4m
 Fund I
                 Other Assets and Liabilities                                                                                (£2.3m)

                 OCI's investment in Fund I                                                                                  £18.2m

                 Fund II    North Sails           Consumer        Global                            2014        £37.6m       £39.4m
                 Fund II    Inspired              Education       Global                            2014        £17.2m       £31.1m
                 Fund II    Daisy                 TMT             UK                                2015        £10.4m       £15.2m

 Fund II         OCI's proportionate allocation of Fund II investments (on a look through basis)                             £85.8m

                 Other Assets and Liabilites                                                                                (£14.0m)

                 OCI's investment in Fund II                                                                                 £71.8m

                 Fund III   Casa / atHome         Consumer        Italy                             2017        £26.3m       £41.8m
                 Fund III   Schulerhilfe          Education       Germany                           2017        £30.8m       £39.7m
                 Fund III   WebPros               TMT             Switzerland                       2017        £24.0m       £71.5m
                 Fund III   TechInsights          TMT             Canada                            2017         £0.4m       £13.4m
                 Fund III   AMOS                  Education       France                            2017        £10.0m       £15.1m
                 Fund III   CPG                   Education       Germany                           2018        £30.7m       £45.6m
 Fund III        Fund III   Facile.it             Consumer        Italy                             2018        £29.4m       £29.4m

                 OCI's proportionate allocation of Fund III investments (on a look through basis)                           £256.5m

                 Other Assets and Liabilites                                                                                (£47.8m)

                 OCI's investment in Fund III                                                                               £208.6m

                 Co-investment:
                 Equity     Time Out              Consumer        Global                            2010        £47.2m       £22.3m
                 Debt       Time Out              Consumer        Global                            2018        £20.0m       £20.9m
                 Equity     Inspired              Education       Global                            2017        £18.8m       £41.8m
 Co-investment   Debt       Daisy                 TMT             UK                                2015        £14.2m       £14.9m
                 Debt       North Sails           Consumer        Global                            2014        £32.8m       £40.6m
                 Debt       Fund Facilities       n/a             n/a                                               n/a      £30.6m
                 Total Co-investments                                                                                       £171.2m

                 Total OCI investments                                                                                      £469.7m

                                                                                                                                        OAKLEY CAPITAL INVESTMENTS
Fund III – Portfolio details                                                                                                                                                                                                                 41

31 December 2018

 As at 31 December                                                                                                                                                                                                 Returns: 30 June 2018
                                    Date of            Entry EV
 2018                                                                                                                       Total Cost invested
                                      initial              (local                          % Holding                                                                               Proceeds           Fair Value        Gross MM    Gross IRR
 (EUR million unless                                                                                                                 Dec 2018
                                investment             currency)
 otherwise noted)

 OPEN
 INVESTMENTS
 Casa & atHome                  Jan-17                   € 130.0                                   83%                                          104.3 (1)                                 28.9                              1.4x           23%
                                                                                                                                                                                                            122.0
 WebPros (Plesk &
                                Apr-17                    $105.0 (2)                               51% (3)                                        65.7                                         -                            3.4x       207%
 cPanel)                                                                                                                                                                                                    220.9
 TechInsights                   May-17                      $71.5                                  62%                                  44.5 / 11.9 (4)                                   12.7                   43.6       4.7x       101%

 Schülerhilfe                   Jul-17                   € 274.0                                   48% (5)                                        85.9                                         -                            1.3x           20%
                                                                                                                                                                                                            113.0
 AMOS                           Aug-17                     € 23.3                                  74%                                            27.2                                         -                            1.6x           60%
                                                                                                                                                                                                                 44.0
 CPG                            Jan-18                   € 170.0                                   65%                                            84.6                                         -                            1.6x           57%
                                                                                                                                                                                                            132.4
 Facile                         Jun-18                   € 445.0                                   21%                                            80.4                                         -                            1.0x           0%
                                                                                                                                                                                                                 80.4

 Total gross portfolio                                                                                                                          460.1                                     41.6              756.3           1.7x           54%

 Net Returns                                                                                                                                                                                                                1.5x           44%

            (1) Equity is represented net of €32.8m short term equity bridge; (2) Entry EV presented is for Plesk only (3) Original control investment with dilution to 39% following acquisition of cPanel in
            September 2018; (4) Underwritten equity of €44.5m was refinanced within 3 months so investment cost was restated to €11.9m; (5) Schülerhilfe – Oakley controls 72% of the ordinary                    OAKLEY CAPITAL INVESTMENTS
            equity
Fund II – Portfolio details                                                                                                                                                                               42

31 December 2018
  As at 31 December 2018                                   Entry EV
                                   Date of initial
  (EUR million unless                                          (local       % Holding                Total Cost invested            Proceeds         Fair Value              Gross Money Multiple   Gross IRR
                                   investment
  otherwise noted)                                         currency)

EXITED INVESTMENTS
Intergenia                         Jan-14                     € 141.5               51%                                49.6              68.1                      -                         1.4x       46%
HEG                                Jan-15                  € 1,006.0                 3%                                20.0              42.4                      -                         2.1x       40%
Parship Elite Group                Apr-15                     € 101.0               38%                                56.7             266.3                      -                         4.7x      118%
Verivox                            Aug-15                     € 208.0               10%                                21.5              53.5                      -                         2.5x       44%
Facile                             Sep-14                      € 97.8               69%                                70.5             261.9                      -                         3.7x       51%
                                                                                                                                                                       (1)
Damovo                             Jan-15                      € 29.4               57%                                10.5              45.2               11.4                             5.4x       56%
Total gross realised                                                                                                  228.8             737.4               11.4                             3.3x       63%

OPEN INVESTMENTS
North Sails                        Mar-14                     $172.1                69%                               121.0                   -           121.2                              1.0x         0%
                                                                                          (2)
Inspired                           Aug-14                      € 21.8               16%                                94.5              52.4             106.4                              1.7x       29%
Daisy                              Jul-15                     € 953.6                9%                                38.9                1.7              49.8                             1.3x       10%
Total gross unrealised                                                                                                254.5              54.1             277.4                              1.3x        10%

Total gross portfolio                                                                                                 483.3             791.5             288.8                              2.2x        39%

Net Returns                                                                                                                                                                                  1.9x        30%

              (1)   Amount that Fund II expects to receive in deferred consideration, dependent on Damovo’s financial performance in the year to 31 January 2019
              (2)   Originally control investor before co-invest dilution                                                                                                         OAKLEY CAPITAL INVESTMENTS
Fund I – Portfolio details                                                                                                                                                                                  43

31 December 2018
 As at 31 Dec 2018
                                    Date of initial        Entry EV (local                                                                                                          Gross Money
 (EUR million unless                                                                 % Holding            Total Cost invested                Proceeds             Fair Value                          Gross IRR
                                    investment                  currency)                                                                                                               Multiple
 otherwise noted)

EXITED INVESTMENTS
Headland Media                      Jan-08                              £4.0                80%                                5.7                 15.1                         -           2.7x           28%
Host Europe                         Apr-08                          £123.0                  83%                              59.8                 146.5                         -           2.4x           45%
            (1)
Daisy plc                           Apr-08                          £153.0                  14%                                2.9                 91.0                         -          38.2x           75%
Monument                            Jun-08                              £5.7                51%                                4.3                   1.8                        -           0.4x          -11%
                                                                                                  (2)
Verivox                             Dec-09                            £19.1                 41%                                5.3                 78.0                         -          14.9x           72%
Broadstone                          Nov-10                            £14.2                 84%                              34.2                    6.3                      0.6           0.2x          -31%
Emesa                               Mar-11                            £40.0                 68%                              14.7                  52.0                         -           3.5x         109%
Intergenia                          Dec-11                            £84.0                 51%                              30.4                  55.0                         -           1.8x           32%
Inspired                            Jul-13                            £63.8                 51%                              23.9                  70.5                         -           3.0x           36%
Total gross realised                                                                                                        181.1                 516.2                       0.6           2.9x           44%

OPEN INVESTMENTS
Time Out Group plc(3)               Nov-10                          £12.00                  34%                              82.1                       -                 34.7              0.4x          -16%
Total gross unrealised                                                                                                       82.1                       -                 34.7              0.4x          -16%

Total gross portfolio                                                                                                       263.2                 516.2                   35.3              2.1x           36%

Net Returns                                                                                                                                                                                 1.6x           19%

                  (1) Includes Daisy Data Centre Solutions; (2) Control investment was voting rights were 51% for Verivox (3) Listed since 2016, valuation marked to market          OAKLEY CAPITAL INVESTMENTS
Disclaimer and important information                                                                                                                               44

▪   These presentation materials (the “Presentation”), which is confidential and may not be reproduced in whole or in part, nor may any of its contents be
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