HgCapital Trust plc Regulatory News (HGT)

Hg receives definitive binding offer from Itiviti to acquire Ullink

28 November 2017

Hg, the Manager of HgCapital Trust plc (the "Company"), has announced that it has received a definitive binding offer from Itiviti, a company backed by Nordic Capital, to acquire Ullink, a leading global provider of electronic trading and connectivity solutions to the financial community. This proposed sale is subject to French workers' council consultations, and customary approvals, such as regulatory clearances. The terms of the transaction were not disclosed.

The Company, whose shares are listed on the London Stock Exchange, gives private and institutional investors the opportunity to participate in all Hg's investments. The Company would realise estimated cash proceeds of approximately £24.3 million on completion of this transaction. This would represent an uplift of £5.2 million (27%) or 14 pence per share over the carrying value of £19.1 million in the Net Asset Value ("NAV") of the Company at 31 October 2017 which was based on the Directors' valuation as at 30 June 2017.

Based on the 31 October 2017 reported NAV (including the impact of the revaluation of the carried interest provision), the pro-forma NAV of the Trust is expected to be £677 million (or 1,813.0 pence per share). The Company's liquid resources available for future deployment including all announced transactions are estimated to be £208 million (31% of the pro-forma 31 October 2017 NAV). In addition, the Company has access to a £80 million standby facility, which is currently undrawn. 

28 November 2017: Hg has announced today that it has received a definitive binding offer from Itiviti, a company backed by Nordic Capital, to acquire Ullink. This proposed sale is subject to French workers' council consultations, and customary approvals, such as regulatory clearances. The terms of the transaction were not disclosed.

Ullink provides mission critical electronic trading and connectivity solutions to the financial community globally. Based on its proprietary multi-asset trading technology and infrastructure, the company serves 2,000 clients in 40 countries and is acknowledged as a leader and innovator in the financial technology space.

Hg initially invested in Ullink in 2014 and has been working with the management of the company since 2014 to build a leading FIX based trading community through strong organic growth and the acquisitions of NYFIX and Metabit.

This original investment in Ullink by the Hg Technology Team followed many years of experience in Hg's proven sector-focused approach of investing in leading global providers of vertical market application software. Ullink shares the core characteristics that Hg looks for: it provides an excellent platform for growth with a subscription revenue model across a diversified client base with a proven commitment to innovation.

The realisation of Ullink would represent the second exit from the Hg 7 (2013) Fund, following the sale of P&I in November 2016, which together with a number of refinancings completed across the unrealised portfolio, has now delivered overall realised returns of 2.6x and a 36% gross IRR. The Fund has now returned in cash 41% of the original investment made.

This proposed transaction follows the successful exits over 2017 year-to-date of Zenith, QUNDIS, Parts Alliance, e-conomic, Zitcom and Sequel Business Solutions, which have returned £1.3 billion to investors with an overall 3.0x investment multiple / 35% gross IRR. A number of further realisations from the Hg funds are anticipated over the coming months.

Jonathan Boyes, Partner at Hg, said: "We are very pleased to have achieved an outstanding result for both Ullink and our Hg clients. This has been achieved through Ullink's transformational merger with NYFIX and strong organic growth that followed as the management team professionalised the combined business. We wish Ullink's management and employees every success as they enter their next phase of growth."

Jean-Baptiste Brian, Director at Hg, commented: "The proposed realisation of Ullink follows a successful partnership with the Company over the past 3 and a half years to build a leading global provider of electronic trading and connectivity solutions to the financial community both organically and through acquisition. We would like to thank the management and employees of Ullink for their outstanding work and effort to achieve this outcome."

Didier Bouillard, CEO at Ullink said: "The combination of Ullink and Itiviti would create a world-leader in Capital Markets technologies and services. Itiviti provides leading solutions in connectivity, market making and trading, with considerable expertise in the Derivatives space. Ullink's core competence in High Touch and Low Touch OMS and our world-leading NYFIX network complement Itiviti's solutions, and our capabilities in connectivity create a global powerhouse unrivalled in the industry."

Hg were supported by Credit Suisse, Skadden and Deloitte on the sale.

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For further details:

Hg

Maitland

About HgCapital Trust plc

HgCapital Trust plc is an investment trust whose shares are listed on the London Stock Exchange (ticker: HGT.L). The Company is a client of Hg, giving investors exposure to a portfolio of high-growth private companies, through a liquid vehicle. New investments and existing portfolio companies are managed by Hg, an experienced and well-resourced private equity firm with a long-term track record of delivering superior risk-adjusted returns for its investors. For further details, please see www.hgcapitaltrust.com.

Neither the contents of HgCapital Trust's, Hg's, Nordic Capital's, Itiviti's or Ullink's websites nor the contents of any website accessible from hyperlinks on the websites (or any other website) is incorporated into, or forms part of, this announcement.