HgCapital Trust plc Regulatory News (HGT)

Hg, the Manager of HgCapital Trust plc ("HGT"), today announces a recapitalisation of The Access Group, a leading provider of business management solutions to mid-market organisations in the UK, Ireland and Asia Pacific.

As part of the transaction, Hg Saturn Funds will make a new investment in The Access Group, while Hg's Genesis 8 Fund will partially reduce its holding. As a result of the transaction, HGT will receive a net distribution of £55.6 million.

This transaction values HGT's existing investments in The Access Group at £441.1 million. This would represent an uplift of £104.7 million (31%) or 22.9 pence per share over the carrying value of £336.4 million in the Net Asset Value ("NAV") of HGT at 31 March 2022.

HGT, whose shares are listed on the London Stock Exchange, gives private and institutional investors the opportunity to participate in all Hg's investments.

Note that these figures only relate to HGTs share of Hg's overall investment in The Access Group.

Based on the 31 March 2022 reported NAV, the pro-forma NAV of the Trust is expected to be £2.1 billion (or 452.1 pence per share). HGT's available liquid resources, which includes the undrawn bank facility of £250 million for future deployment, are estimated to be £436 million (21% of the 31 March 2022 pro-forma NAV of £2.1 billion).

The investment will reduce HGT's outstanding commitments to invest in Hg transactions to approximately £617 million (30% of the pro-forma 31 March 2022 NAV).

THE ACCESS GROUP ANNOUNCES SUBSTANTIAL INVESTMENT TO DRIVE CONTINUED EXPANSION AT £9.2 BILLION VALUATION

· Secures continued backing from its largest shareholders and experienced software investors, Hg and TA Associates

· Enterprise value of £9.2 billion

· Secures new refinancing including incremental facility for over £1 billion to support further strategic acquisitions

LONDON, UK - 8 June 2022 - The Access Group, a leading provider of business management software to mid-market organisations in the UK, Ireland and Asia Pacific, today announced further investment from its shareholders, Hg and TA Associates, with an associated enterprise value of £9.2 billion, believed to make it one of the largest UK headquartered software providers.

Access has grown significantly since its incorporation in 1991, delivering uninterrupted profitable growth in the last 15 years. Since 2020, Access has more than doubled in size driven by double-digit organic growth, combined with strategic M&A in the UK, Ireland and Asia Pacific. Access has grown its customer base to more than 60,000 and its employees to approximately 5,000, expanding internationally with offices in nine countries.

The announcement of the further strategic investment from Hg, a leading software and services investor, and TA Associates, a leading global growth private equity firm, is significant. In addition, GIC, a global institutional investor, has confirmed a new investment in Access and that it will become a minority shareholder in the company. The transaction, which is subject to customary regulatory approvals, is expected to close in the second half of 2022.

Commenting on today's announcements, Chris Bayne, CEO of The Access Group, said: "I'm incredibly proud of our continued success and delighted that our leading investors, Hg and TA, continue to support us as the company expands in the UK, Ireland and Asia Pacific. With GIC's additional investment, Access continues to receive strong support from the investment community, helping to drive our performance and growth plans.

"We have made massive progress in our growth strategy since we announced the last investment from Hg and TA in 2020. Hg and TA's further investment in Access signifies our business and team's strength. We look forward to expanding and continuing our relationship with all three of our investors as we carry on with organic and acquisitive growth projects and further geographic expansion.

"Over the next few years, the management team and I will continue to focus on our growth strategy and our products and solutions, especially Access Workspace, our SaaS platform, which allows our customers' products and data to be consumed in one place with a consistent user experience.

"The acquisition facility gives Access the power for even more significant expansion as we continue to add exciting new technology and people to the Group. It's our mission to transform our customers' productivity and give them the freedom to do more of what's important to them."

Jonathan Boyes, a Partner at Hg, said: "Access has proved to be one of the biggest UK successes in cloud software. Chris and his team should feel incredibly proud of their achievements, delivering an exceptionally robust performance whilst significantly growing the business during a tough environment over the last few years. It has been a pleasure to work with the team and we're delighted to commit further as a significant investor in the business. Hg is now a proud investor in three of the largest private equity-owned software businesses in Europe and we're more excited than we've ever been about the future prospects of the role of SaaS in the business world."

J. Morgan Seigler, a Managing Director at TA Associates, said: "Over the course of TA's more than seven-year partnership with Access, the business has continually shown its strength, resilience and capacity for innovation, driven by the leadership of Chris and the management team. We have been proud to support the journey and are thrilled to further our partnership. Looking ahead, we believe the business is well-positioned to continue delivering on its vision, focusing on strengthening product offerings, both organically and through strategic acquisitions, for its growing customer base."

Rothschild & Co advised The Access Group and Arma Partners advised Hg on the transaction. Legal advisors were Latham & Watkins, Linklaters, and Travers Smith. Deloitte and Kirkland & Ellis advised The Access Group on the refinancing activities.

About HgCapital Trust plc

HgCapital Trust plc, whose shares are listed on the London Stock Exchange (ticker: HGT.L), gives investors exposure through a liquid vehicle to a portfolio of high-growth private companies in the software and services sector. The selection of new investments and creation of value in these businesses 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.

The contents of the Hg, HgCapital Trust, TA, GIC and The Access Group's websites are not incorporated into, and do not form part of, this announcement.