HgCapital Trust plc Regulatory News (HGT)

29 June 2017

HgCapital Trust plc ("the Company") and other institutional clients of HgCapital will re-invest in Visma Group Holdings ("Visma"), a leading provider of mission-critical business software to SMBs in the Nordic region, following a decision by KKR to sell its holding in the group. HgCapital will be the lead investor in the new transaction structure, alongside Cinven, GIC, Montagu, ICG and the management team at Visma. This transaction values the business at a total enterprise value of NOK45 billion (£4.2 billion / $5.3 billion).

As part of this transaction, the Company will be realising its stake via the HgCapital 6 vintage which will return estimated proceeds of £33.7 million to the Company. When combined with the existing stake in Visma which would be revalued to £78.9 million as a result of this transaction, this represents an uplift of £32.2 million (40%) or 86 pence per share over the carrying value of £80.4 million in the Net Asset Value ("NAV") at 31 May 2017, which was based on the Directors' valuation as at 31 December 2016. The Company will contribute a total of £13.5 million to the re-investment in Visma via its commitment to invest alongside HgCapital 7. This will bring the Company's total investment by value in Visma to £92.4 million, including £38.4 million in co-investment.

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

Following completion, approximately £186 million of the £200 million commitment made by the Company in 2013 will have been invested in thirteen companies, alongside the HgCapital 7 Fund. In December 2016, the Company committed to invest up to £350 million in mid-cap companies, with the HgCapital 8 Fund, over the next four to five years. In February 2017, the Company committed to invest up to £80 million in smaller-cap companies, with HgCapital's Mercury 2 Fund.

Based on the pro-forma 31 May 2017 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 be £649.2 million (or 1,739.4 pence per share). The Company's liquid resources available for future deployment, including all announced transactions, are estimated to be £157 million (24% of the pro-forma 31 May 2017 NAV). In addition, the Company has access to an £80 million standby facility, which is currently undrawn. The transaction will reduce the Company's outstanding commitments to invest in HgCapital deals over the next four to five years to approximately £461 million.

HgCapital leads $5.3bn buyout of Visma, Europe's largest ever software buyout

· HgCapital leads the largest ever European software buyout in a transaction valued at NOK45bn / £4.2bn / $5.3bn

· HgCapital led the buying investor group and will ultimately represent 41% of Visma equity as a result of this transaction; significant minority investors are Cinven, GIC, Montagu and ICG alongside management who will retain a 7% stake in the business

· HgCapital led the public-to-private investment in Visma in 2006 and has been a key shareholder for 11 years, increasing its ownership in both 2014 and now in 2017

29 June 2017: HgCapital has today announced a further investment into Visma Group Holdings ("Visma"), a leading provider of business-critical software to SMBs in the Nordic and Benelux region. HgCapital will invest a further £238 million, in addition to its current holding, valuing the total business at an enterprise value of NOK45 billion (£4.2 billion, US$5.3 billion), making this the largest ever software buyout in Europe and one of the top 5 globally.

HgCapital will be the lead investor in the new transaction structure, representing 41% of the equity, alongside GIC, Singapore's sovereign wealth fund, Montagu and ICG, who will hold minority stakes. Following this transaction, KKR will have realised its entire stake in the business, with Cinven separately retaining a shareholding of c. 17% in Visma. GIC, Montagu and ICG are all committing direct capital to the business, which continues to demonstrate the ability of Visma to attract world-class institutional investor support to help drive the future growth of the business

This group is collectively acquiring 100% of KKR's stake in Visma and 40% of Cinven's shareholding as part of their exit process; investing a total of c. £1.4 billion of equity as part of the transaction. Completion is subject to regulatory approval.

This transaction values HgCapital 's 2014 investment in Visma at 2.4x original cost / c. 36% gross IRR in NOK, after less than three years of ownership.

In 2002, HgCapital's TMT team identified regulatory-driven, subscription-based software as an attractive sub-sector with scope for considerable growth over the following decade. HgCapital has made more than twelve investments in the regulatory-driven software space over the last fifteen years and more than 150 bolt-on acquisitions over this same period. In total HgCapital has made 37 software TMT investments and over 200 bolt-on software acquisitions since 2002, making the firm comfortably the most active European TMT investor over this period.

HgCapital initially invested £101 million in Visma in 2006 (through the firm's HgCapital 5 fund), completing a public-to-private de-listing from the Oslo stock exchange valuing the business at £382m at that time. HgCapital subsequently continued to hold a stake in the business and supported Visma's continued growth over the next eight years, before re-investing again in 2014 (through its HgCapital 7 Fund), alongside both KKR and Cinven.

Visma gives investors ongoing exposure to a leading provider of mission critical accounting, resource planning and payroll software to small and medium-sized enterprises as well as the public sector in the Nordic region. HgCapital has known Visma and its management team since 2004 and will continue to support the business going forward in order to grow revenues both organically and through acquisitions.

HgCapital will continue to work with Visma's management in the ongoing transition of the company's software products to Software as a Service ("SaaS"). Visma is one of the leading SaaS providers to SMB's and the public sector in Europe, with the potential to accelerate this growth both through organic investment and further bolt-on acquisitions.

Visma's performance over the eleven years since 2006 has been consistently strong, growing both revenues, profit, employee numbers and research and development investment every year including throughout the financial crisis, Visma's revenues grew from NOK1.6 billion in 2006 to NOK7.9 billion in 2016, a compound annual growth rate of 17%; EBITDA increased from NOK240 million in 2006 to NOK1.9 billion in 2016, (CAGR of 23%). Separately, the company has also completed more than 120 bolt-on acquisitions over the same period and improved operating margins from 15% to 25%.

"We have been incredibly fortunate to partner with Øystein Moan, CEO of Visma, and his exceptional management team over the last 11 years. They and we have an exciting vision for the business which sees us delivering an ever-increasing number of products and services to our millions of happy customers" said Nic Humphries, Senior Partner and Head of the TMT team at HgCapital.

Øystein Moan, CEO of Visma commented "With KKR now realising their holding after 7 years of investment in Visma, the management team appreciates our long-term investor HgCapital, increasing their holding in the business to 41%. KKR have been good owners of Visma and the company has enjoyed strong growth under their guidance. With deep sector knowledge, HgCapital has made a significant contribution to the development of Visma since 2006, and we look forward to working together towards pan-European expansion and transformation to a pure cloud computing company together with Cinven, GIC, Montagu and ICG. This global network and access to capital will be important when developing and growing Visma over the coming years."

HgCapital and the buying investor group were advised on this transaction by Arma Partners, Lazard, Deloitte, Skadden, White & Case and Bain & Co.

-End-

For further details:

HgCapital

Laura Dixon +44 (0)20 7089 7888

Maitland

Tom Eckersley +44 (0)20 7379 5151

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 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.

Neither the contents of HgCapital Trust's, HgCapital's, Visma's, Cinven's, GIC's, Montagu's, ICG's or KKR'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.