HgCapital Trust plc Regulatory News (HGT)

7 December 2015

HgCapital, the Manager of HgCapital Trust plc ("The Trust"), has announced that it has agreed the sale of TeamSystem Holding SpA ("TeamSystem"), a leading provider of business critical, regulatory driven software products to accountants, HR professionals and SMEs in Italy, to Hellman & Friedman LLC, a leading private equity investment firm. HgCapital intends to retain a minority stake in the Company. This transaction is expected to close in the first quarter of 2016 subject to any necessary approvals.

The Trust is a listed investment trust which participates in all HgCapital's investments alongside its institutional clients. On completion, this transaction will result in an estimated value of the Trust's stake in TeamSystem of £44.9 million which represents an uplift of £10.5 million (31%) over the carrying value of £34.4 million in the Net Asset Value ("NAV") of the Trust at 30 November 2015, which was based on the Directors' valuation as at 30 June 2015.

Based on the 30 November 2015 reported NAV (including all announced transactions and the impact of the revaluation of the carried interest provision), the pro-forma NAV of the Trust is expected to increase to £490.6 million or 1,314.3 pence per share).

Hellman & Friedman acquires controlling interest in TeamSystem Holding SpA from HgCapital, Bain Capital, ICG and Management

December 2015, London: Private equity funds affiliated with Hellman & Friedman LLC ("H&F") acquire a controlling interest in TeamSystem Holding SpA ("TeamSystem"), beginning a new chapter of growth for the Italian software company. Management will continue to invest in the business going forward and HgCapital intends to retain a minority stake.

TeamSystem, founded in 1979, is a leading provider of software applications to professionals and enterprises in Italy across different segments, offering a broad range of business-critical, on-premise and on-cloud solutions to a diversified base of over 200,000 customers.

Federico Leproux, CEO, remarked: "This transaction confirms the great value we have built in our business serving our customers with best-in-class solutions, support and distribution. All of us at TeamSystem are excited to partner with Hellman & Friedman given their extensive expertise in software and their commitment to further accelerate growth and continuously evolve our business, investing behind innovative products and world class service. TeamSystem's management and I are also very appreciative of HgCapital's and Bain Capital's support of our growth strategy over the last several years and are thrilled with the proposed continued participation of HgCapital going forward."

"TeamSystem is an outstanding software franchise, with a long and successful track record of providing market-leading products to thousands of different Italian professionals and enterprises. We are excited to partner with Federico Leproux and his management team in the coming years and are confident that TeamSystem will continue to lead the market in terms of innovation by offering its customers a full suite of cloud-enabled software solutions that will significantly improve the efficiency of their businesses", said Blake Kleinman, Managing Director at Hellman & Friedman.

Philip Sternheimer, Director at Hellman & Friedman, added: "Federico and his team have consistently grown TeamSystem to a leadership position in the Italian software market for accountants, lawyers, labour advisors and SMEs. It's a privilege to partner with this energetic team to deliver the next phase of growth."

Patrick Healy, Deputy CEO of Hellman & Friedman, added: "This investment leverages our deep expertise in technology and marks a continuation of our strategy to invest in strong franchises with significant growth opportunities."

HgCapital intends to roll a minority portion of its proceeds into the new transaction. Jean-Baptiste Brian, a Director at HgCapital, said, "We have had a very successful partnership with TeamSystem and are proud of what the Company has achieved since we first entered into that relationship. At the same time, we believe that there are numerous further growth opportunities ahead and would be excited to contribute to the next leg of that journey."

Ivano Sessa, Managing Director at Bain Capital, added: "Bain Capital initially bought TeamSystem in 2004 from Palamon and sold the company in 2010 to HgCapital, reinvesting at that time. Our investment in TeamSystem has been a close partnership with the management team over the last eleven years, helping the business to significantly become a market leader."

- Ends -

For further details:

HgCapital

Laura Dixon +44 (0)20 7089 7888

HgCapital Trust

Roger Mountford +44 (0) 7799 662601

Maitland

Jamie Dunkley +44 (0)20 7379 5151

Tom Eckersley +44 (0)20 7379 5151

Hellman & Friedman / Montfort CommunicationsHugh Morrison +44 (0) 7921 881800Charlotte McMullen +44 (0) 7921 881800

About HgCapital Trust plc

HgCapital Trust plc is an investment trust whose shares are listed on the London Stock Exchange (ticker: HGT.L). The Trust is a client of HgCapital, giving investors exposure to a portfolio of high-growth private companies, through a liquid vehicle. New investments and existing portfolio companies are managed by HgCapital, 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

About Hellman & FriedmanHellman & Friedman is a leading private equity investment firm with offices in San Francisco, New York, and London. Since its founding in 1984, H&F has raised over $35 billion of committed capital. The firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including software, internet & media, financial services, business & information services, healthcare, energy & industrials and retail & consumer. For more information on Hellman & Friedman, please visit www.hf.com.

Neither the contents of HgCapital's, HgCapital Trust's, TeamSystem's, Hellman & Friedman's or Bain Capital'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.