HgCapital Trust plc Regulatory News (HGT)

Hg, the Manager of HgCapital Trust plc ("HGT"), today announces that the Hg Saturn team ("Saturn") and its investors have agreed to a further investment in Visma, a leading provider of business-critical software to private and public enterprises in the Nordic, Benelux and Baltic regions. Hg will put forward the majority of the new invested capital in a transaction valuing the business at an Enterprise Value of NOK 110 billion (US$12.2 billion), making this the largest ever software buyout globally.

The terms of the transaction are not disclosed.

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

HGT will invest approximately £17.1 million in Visma, with other institutional clients of Hg investing alongside HGT through the Hg Saturn 2 Fund. As part of the transaction, Hg's Genesis 7 Fund will reduce its holding in Visma.

This transaction values HGT's existing investments in Visma at £268.8 million. This would represent an uplift of £69.1 million (35%) or 17 pence per share over the carrying value of £199.7 million in the Net Asset Value ("NAV") of HGT at 31 March 2020.

Based on the 31 March 2020 reported NAV (including all transactions announced to date and the increase in equity via tap equity issues over the second quarter of 2020), following completion of this transaction the pro-forma NAV of the Trust is expected to be £1.077 billion (or 263.6 pence per share). HGT's liquid resources available for future deployment (including all announced transactions) are estimated to be £335 million (31% of the pro-forma 31 March 2020 NAV). The investment will reduce HGT's outstanding commitments to invest in Hg transactions to approximately £850 million.

Note that these figures only relate to HGT's share of Hg's overall investment in Visma.

HgCapital Trust plc will release its interim results to 30 June 2020 on 14 September 2020.

Hg leads further majority investment in Visma valued at US$12.2 billion in

the world's largest ever software buyout

- Hg Saturn 2 will put forward the majority of the new invested capital to acquire a further stake in Visma from a group of current investors including Montagu, who will fully exit the business.

- New investors, Warburg Pincus and TPG will also invest in the business for the first time, acquiring minority stakes. Existing investor CPPIB will also acquire an additional stake;

- The investment will value Visma at an Enterprise Value of NOK 110 billion (US$12.2 billion), making this the largest ever software buyout globally;

- Visma's strategy is to improve society through greater productivity. It does this by providing world-class, mission-critical, Software-as-a-Service (SaaS) to over one million businesses in areas such as accounting, resource planning, payroll, HR and commerce applications;

- Hg will continue to support this proven strategy, alongside a group of world-class technology investors.

London, UK and Oslo, Norway. 21 August 2020. Hg, Europe's leading software investor, today announces that the Hg Saturn team and its investors have agreed to a further investment in Visma, a leading provider of business-critical software to private and public enterprises in the Nordic, Benelux and Baltic regions. Hg will put forward the majority of the new invested capital in a transaction valuing the business at an Enterprise Value of NOK 110 billion (US$12.2 billion), making this the largest ever software buyout globally.

The Hg Saturn 2 Fund will purchase the stake from Montagu, a leading European private equity firm which has been an investor in the business since 2010, and other investors including Hg's Genesis 7 Fund which will reduce its holding in Visma. Warburg Pincus and TPG will invest in the company for the first time, acquiring minority stakes. Existing investor CPPIB will increase its stake, alongside other current co-investors in the business, including General Atlantic who invested earlier in the year. Following completion of the transaction, Hg will continue to own a majority (c.54%) stake in Visma, with co-investors GIC, ICG, CPPIB, Warburg Pincus, TPG, General Atlantic and management.

Hg led the original delisting of Visma from the Oslo Stock Exchange in 2006 and has been the lead or co-lead investor in Visma for the last 14 years. During this period Visma has grown to become a leading provider of SaaS productivity solutions to businesses across Northern Europe - the Nordics, Benelux and Central & Eastern European regions.

Visma is a true Software-as-a-Service (SaaS) champion and the largest provider of cloud-delivered SaaS to European businesses. This is the result of an early decision by Visma and Hg to invest in cloud and SaaS technology in 2008. This early investment has given Visma a leading suite of SaaS products across a number of sectors. Today Visma has over 11,000 employees, including 4,000 software developers who serve over one million business customers. The success in SaaS has resulted in uninterrupted, year-on-year, revenue and EBITDA growth over the last 15 years of (19% and 23% CAGR respectively).

Merete Hverven, CEO of Visma said: "For almost 15 years now, Visma has benefited from a supportive and highly knowledgeable private equity investor base, led by Hg. This guidance and know-how in the software sector has enabled us to consistently and significantly expand both our product offering and geographic footprint. This includes a significant investment in SaaS which has strengthened our recurring revenue model. We continue to invest in world-class technology including new areas of innovation, such as AI and machine learning. We warmly welcome this further support from Hg, General Atlantic and new investors Warburg Pincus and TPG and look forward to continuing Visma's journey to create a fully online ecosystem for SMBs across Europe."

Nic Humphries, Senior Partner and Head of the Hg Saturn team said: "Visma is Europe's biggest success story in cloud software for businesses. This is a result of consistent investment in SaaS technology by Øystein Moan, Merete Hverven and their world-class team. Today we're as excited as we've ever been about the future prospects of the business. Most recently, Covid19 has demonstrated the power of Visma's cloud solutions - empowering businesses to stay connected and continue working through the crisis. We're also delighted to welcome new investors, who join the other strategic investors already supporting Visma from across the globe."

Advising on the transaction were: on the buy side, Arma Partners (financial adviser), Jefferies (financial adviser), Carnegie Investment Bank (financial adviser), Skadden (M&A legal), Kirkland & Ellis (financing legal), Deloitte (structuring), EY (financial and tax DD), Alvarez & Marsal (operational DD) and OC&C (top-up commercial support). On the sell side, advisors were Goldman Sachs (financial adviser), Bank of America (financial adviser), ABG Sundal Collier (financial adviser), Linklaters (legal), Wiersholm (Norway legal), Deloitte (financial DD), Crosslake (tech DD) and OC&C (commercial DD).

For further details:

Hg

Laura Dixon +44 (0)20 8396 0930

Brunswick

Samantha Chiene +44 (0)207 404 5959

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, Visma, Montagu, GIC, ICG, CPPIB, General Atlantic, TPG, and Warburg Pincus' websites are not incorporated into, and do not form part of, this announcement.