hgcapitaltrust-june2013-general presentation final.pptx...

HgCapital Trust plcInterim ResultsJune 2013

This document accompanies the Interim Report & Accounts for the six months ended 30 June 2013 and contains a summary of information set out in that document. Reference should be made to the full Report & Accounts rather than relying on this summary. The reader’s attention is also drawn to the provisions on pages 28 and 29.

© Copyright 2013 HgCapital 2Sector expert investors supporting management to grow industry champions

ContentsHgCapital Trust plc

PAGE

Overview 3

Financial highlights 4

Buyout portfolio review 5

Renewable energy 9

Conclusion 10

Appendices 12


Six months to 30 June 2013Top 20 buyouts (90% of the portfolio) continues to see solid growth

Overview

Consistent and encouraging growth from the majority of investments

Decision to write-down under performing investments has materially impacted the half year

- Lumesse and NetNames are experiencing short term performance issues, leading us to reduce the valuation of the Trust’s holding by £13.0 million (3% of NAV); in both cases the Manager believes the investment case for each of these companies remains sound; and

- Consumer facing businesses, Teufel and Americana, have continued to perform poorly and we have fully provided against their remaining value, reducing the Trust’s NAV by a further £4.6 million (1% of NAV)

High cash balances, pending deployment, have further held back NAV growth during the period, but there has been a substantial step up in investment activity over July and August with 3 deals completed and £35.0 million invested

£46.5 million returned to the Trust since the start of the year to August, including 2 full realisations and 2 recapitalisations

We continue to invest into the cost base of companies in order to drive sustainable long-term growth

* Total return assumes all dividends have been reinvested


HgCapital Trust plcSix months to 30 June 2013

Financial Highlights

Diluted NAV per share total return -2.2% to 1,173p; net assets of £438 million

Share price performance +13.6%; market cap £423 million

Sales and EBITDA growth from top 20 buyouts of 8% and 5% respectively over the last 12 months

Valuation multiple of 10.8x EBITDA and net debt multiple of 3.9x EBITDA

Estimated liquid resources (including all post period transactions) of £124m (28% of NAV) with expected outstanding commitments of £316m (72% of NAV) by 31 August 2013

Total return assumes the reinvestment of all dividendsPro-forma includes all post period investment activity and the sale of ATC that completed in August 2013


Key drivers of valuation change

COMPANY VALUATION CHANGE IN SIX MONTHS TO 30 JUNE 2013

PRINCIPAL DRIVER OF CHANGE IN VALUATION

Largest increases

ATC +£4.2m Exit secured at an uplift to Dec 2012 carrying value

Sporting Index +£3.0m Strong growth year-on-year

Atlas +£2.8m Continued strong organic growth and improved ratings

Frösunda +£2.1m Business has stabilised and seen a return to profit growth in 2013

Largest decreases

RPP 2 -£2.9m Weak macro-environment for renewables

Teufel -£3.4m Profits down year-on-year through weak consumer demand; full provision taken

Lumesse -£6.4m Poor EBITDA performance in the consulting services division

NetNames -£6.6m Weak trading further impacted by investment into the business

Portfolio Review Six months to 30 June 2013

Please refer to page 14 in the appendix for a full breakdown of realised and unrealised movements in the investment portfolio (including interest) for the six months ended 30 June 2013


Trading Performance of Top 20 Buyout Investments 90% of the portfolio value as at 30 June 2013

Portfolio Review

STRONG PROFIT GROWTH(56% OF THE TOP 20 BY VALUE, £152M)

BEHIND PLAN(9% OF TOP 20 BY VALUE, £25M)

STABLE, LOW GROWTH(23% OF THE TOP 20 BY VALUE, £63M)

FURTHER INVESTMENT IMPACTING SHORT-TERM PROFIT GROWTH

(12% OF THE TOP 20 BY VALUE, £31M)


New investment activity£35m invested in 3 companies in growing markets with highly attractive business models

Portfolio Review

The TMT team agreed the acquisition of e-conomic, a Denmark based leading provider of SME SaaS accountancy services in Europe for an EV of £77.0 million. The Trust’s share of this investment is £11.5 million

The Mercury Fund invested in IntelliFlo Limited, a provider of front and back office SaaS to financial advisors, advisor networks and brokers at an EV of £43.0 million. The Trust’s share of this investment is £4.0 million.

The Services team completed the acquisition of Nair & Co., a UK headquartered company of tailored solutions for fast growing companies looking to expand into international markets, for an EV of £123.0 million. Nair & Co. sets up the required international entities and integrates legal, accounting, payroll, tax and human resources services to ease the process of international expansion. The Trust’s share of this investment is £19.5 million.


Realisations£47m returned to the Trust to August 2013 as interest in the portfolio remains strong

Portfolio Review

Both trade and financial buyers continue to express interest in acquiring a number of our portfolio companies, as a result of their growth and market positions as has been demonstrated by the two full realisations from the buyout portfolio over the period

- In March 2013, Computer Software Holdings Limited (CSH) was sold to Advanced Computer Software Plc, a trade buyer, representing an investment multiple of 1.5x original cost and a gross IRR of 36% p.a. This sale returned £7.3m to the Trust

- In June 2013, we announced the sale of ATC to Intertrust, representing an investment multiple of 2.3x original cost and a gross IRR of 40% p.a. over the two year investment period. The Trust received proceeds of £22.4m on completion in August

In addition to these realisations, we have taken advantage of the buoyant debt markets enabling us to return £11.6m to the Trust from the refinancing of Manx Telecom and Epyx

The European bond markets have enabled the refinancing of the existing bank debt in Voyage Care and TeamSystem, through public bond issues, reducing their debt servicing costs and providing financial flexibility to enable future growth


Renewable Energy Fund InvestmentsDelivering inflation‐protected and non‐GDP linked revenue streams

Renewable Energy

The Trust is invested via limited partnership interests in HgCapital’s two Renewable Energy Funds, RPP1 (2006) and RPP2 (2010)

RPP gives investors exposure to renewable power assets to deliver returns through yield during operation and capital gain at exit

Typically, control positions in high quality renewable energy infrastructure projects with minimal GDP and technology risk

In January 2013, HgCapital sold the UK onshore development assets to Blue Energy at a1.6x investment multiple and 15% IRR. The Trust’s cash share of this exit was £2.8m, as well as retaining a current unrealised value of £1.1m. Two-thirds of RPP1’s invested capital has been returned to date

Weak macro-economic environment for renewables and continued pressure from Spanish government legislation

TOTAL VALUATION £’000 PORTFOLIO VALUE %

Spanish Solar 3,429 1.1UK Wind 2,041 0.7Swedish Wind 1,919 0.6Other 205 0.1RPP1 fund 7,594 2.5Swedish Wind 3,323 1.1Spanish Mini-Hydro 3,153 1.0Irish Onshore Wind 2,940 1.0Other 259 0.1RPP2 fund 9,675 3.2

Total Renewable Fund Investments 17,269 5.7


HgCapital ‐ Outlook & Prospects August 2013

Conclusion

We have already started to make a number of new investments and based on our current pipeline, we would expect to complete more new investments over the next six months

A clear area of focus is on the existing portfolio. We are happy with the level of revenue growth but are not yet seeing the operational leverage coming through that we expect

Over the next twelve months we want to see a return on the investment we are making across the portfolio which, if delivered, will see the rate of profit growth accelerate

Where companies have performed behind plan, we are actively working with the management teams to get the businesses back on track

We believe that the above, together with realising investments for good value, will deliver steady NAV progression over the next couple of years and therefore we are confident that we will continue to reward our investors with superior returns


The Trust continues to deliver long term growthOutperforming the FTSE by 2.5x over the last 10 years on a total return basis

Conclusion

TOTAL RETURN* SHARE PRICE PERFORMANCE OVER TEN YEARS

* Total return assumes the reinvestment of all dividends** Performance record rebased to 100 at 30 June 2003. Source: FactsetAll figures as at 30 June 2013Past performance is not necessarily indicative of future results. Please see notes to recipients on page 28 and 29

10 year share price total return of +19.4% p.a. for the Trust vs. +9.0% p.a. for the FTSE All-Share Index

10 year NAV per share (diluted) total return of +15.4% p.a.

+19.4% p.a


ContentsAppendices

PAGE

Total return long-term performance 13

Realised and unrealised movements in the portfolio 14

Top 20 trading performance 15

Top 20 valuation and gearing 16

Top 20 buyout portfolio 17

Portfolio analysis 19

NAV movements and attribution analysis 20

Liquid resources and commitments 22

The Manager and Investment Strategy 23

Contact 27


Total ReturnAs at 30 June 2013

Appendix

H1 2013%

1 YEAR %

3 YEARS% P.A.

5 YEARS % P.A.

7 YEARS % P.A.

10 YEARS % P.A.

Share price 13.6 28.2 14.4 8.2 11.0 19.4

NAV per share (diluted) (2.2) 4.9 9.5 4.8 10.1 15.4

FTSE All-Share Index 8.5 17.9 12.8 6.7 5.2 9.0

Share price outperformance per annum relative to the FTSE All Share Index 5.1 10.3 1.6 1.5 5.8 10.4

Total return assumes the reinvestment of all dividendsPast performance is not necessarily indicative of future results. Please see notes to recipients on page 28 and 29

£1,000 invested 10 years ago in HgCapital Trust would now be worth £5,867 on a total return basis


Realised and unrealised movements in investment portfolio(including accrued interest) for six month period ended 30 June 2013

Appendix


Trading Performance of Top 20 Buyout InvestmentsTwelve months to 30 June 2013

Over 90% by value of the top 20 buyouts saw sales growth over the last 12 months

Combined sales of £2.3 billion

36% by value of the top 20 buyout companies have increased sales by >10% p.a.

Appendix

SALES +8% p.a.

Over 75% by value of the top 20 buyouts saw earnings growth over the last 12 months

£474 million of EBITDA, margins of 21%

51% by value of the top 20 buyouts by value have increased profits by >10% p.a., with 8% of the portfolio growing by >15% p.a.

Continued investment for future growth

EBITDA +5% p.a.


Valuation and Gearing ‐ Top 20 Buyout InvestmentsTwelve months to 30 June 2013

Valuation multiple unchanged from 2012 year end at 10.8x

Multiple reflects

- Growth companies

- Ratings of market comps

Appendix

EBITDA MULTIPLE 10.8x

Gearing levels slightly up from 3.7x (Dec 12) to 3.9x

Manx and Epyx re-financed over the period

Voyage and TeamSystem public bond issues have reduced debt servicing costs and increased their financial flexibility to grow through acquisition

DEBT TO EBITDA RATIO 3.9x


Buyout Investment PortfolioThe top 10 buy‐out investments represent 65% of the portfolio value

Appendix

All figures as at 30 June 2013(1) including investment valuation and accrued interest(2) The sale of ATC was announced in June 2013 and the total valuation reflects the expected, at the time, proceeds receivable on completion

INVESTMENTYEAR OF

INVESTMENT SECTOR LOCATION

RESIDUAL COST £’000

TOTALVALUATION(1)

£’000

PORTFOLIO VALUE

%

CUM. VALUE

%

CHANGE IN VALUE

OVER 12M

1 2006 TMT Nordic Region 701 32,841 10.8% 10.8%

2 2011 TMT UK 25,598 27,299 9.0% 19.8%

3 2010 TMT Italy 24,432 24,814 8.2% 28.0%

4 2011 Services Benelux 9,913 22,709(2) 7.5% 35.5%

5 2008 TMT UK 5,218 19,622 6.4% 42.0%

6 2010 Services UK 12,227 17,301 5.7% 47.7%

7 2006 Healthcare UK 15,336 13,334 4.4% 52.1%

8 2010 TMT UK 19,430 12,927 4.2% 56.4%

9 2012 Industrials Germany 11,552 12,902 4.2% 60.7%

10 2010 Industrials Germany 11,936 12,704 4.2% 64.9%

Top 10 Investments 136,343 196,453 64.9%


Buyout Investment PortfolioThe top 20 buy‐out investments represent 90% of the portfolio value

Appendix

INVESTMENTYEAR OF

INVESTMENT SECTOR LOCATION

RESIDUAL COST £’000

TOTALVALUATION(1)

£’000

PORTFOLIO VALUE

%

CUM. VALUE

%

CHANGE IN VALUE

OVER 12M

11 2009 TMT UK 5,738 11,450 3.8% 68.7%

12 2007 Services UK 9,597 11,325 3.7% 72.4%

13 2010 Healthcare Nordic Region 14,296 10,036 3.3% 75.7%

14 2005 Consumer & Leisure UK 7,440 9,486 3.1% 78.8%

15 2011 TMT UK 14,249 7,764 2.6% 81.4%

16 2006 Consumer & Leisure Germany 4,650 7,677 2.5% 83.9%

17 2010 TMT UK 3,274 7,372 2.4% 86.3%

18 2012 Services UK 6,655 5,673 1.9% 88.2%

19 2008 Industrials Switzerland 5,829 2,488 0.8% 89.0%

20 2008 Healthcare Germany 8,990 2,115 0.7% 89.7%

Top 20 Investments 217,061 271,839 89.7%

All figures as at 30 June 2013(1) including investment valuation and accrued interest


HgCapital Trust plc Portfolio Analysis As at 30 June 2013

* Representing aggregate realised proceeds and unrealised valuations of an investment

Appendix


Analysis of NAV movementsFor six months ended 30 June 2013

Appendix


Attribution analysis of unrealised movements in the portfolio (including accrued interest movement of £4.3m) for six months to 30 June 2013

Appendix


Liquid Resources and Outstanding CommitmentsMultiple levers in place to manage the balance sheet

Appendix

(1) HgCapital Trust plc has the benefit of an investment opt-out provision in its commitment to invest alongside HgCapital 6 and HgCapital 7, so that it can opt-out of a new investment without penalty should it not have the cash available to invest.(2) Euro denominated assets (3) Partnership interest acquired during 2011 (4) The Trust additionally has a £40 million undrawn standby facility

AS AT 30 JUN 2013 AS AT 31 DEC 2012

£m % of NAV £m % of NAV

HgCapital 7(1) 200.0 45.7% - -

HgCapital 6(1) 67.2 15.4% 64.5 14.8%

HgCapital Mercury 54.6 12.5% 55.3 12.6%

Hg RPP2 (2) 19.2 4.4% 22.0 5.1%

HgT (pre-Hg6 vintage) 6.3 1.4% 15.8 3.6%

HgCapital 6 E (3) 3.5 0.8% 3.6 0.8%

Hg RPP1 1.2 0.2% 1.0 0.2%

Outstanding commitments 352.0 80.4% 162.2 37.1%

Liquid resources (4) 135.6 31.0% 115.8 26.5%

Net outstanding commitments less liquid resources

216.4 49.4% 46.4 10.6%Since the period end, adjusting for all investment activity and realisations; estimated liquid resources will be approximately £124 million (28% of NAV), with outstanding commitments of £316 million (72% of NAV) by 31 August 2013.


HgCapital – The ManagerDelivering sustainable growth across all market cycles

Appendix

Mid-market private equity firm with £5.6 billion AUM, primarily focused on Northern Europe

Deep sector focus across healthcare, industrials, services, TMT and renewable energy

- Mid-market, control buyouts across healthcare, industrials, services, TMT (EV £50m - £500m)

- Lower mid-market, control buyouts in TMT sector (EV £20m - £80m)

- Mid-market, control renewable energy infrastructure

Dedicated portfolio team of 12 professionals to help maximise growth and optimise exits

Well resourced with 107 staff, 68 investment professionals and investment offices in London and Munich

Strong buyout returns since 1990; 112 investments, 92 realisations at 2.5x cost, 36% p.a. gross IRR


A deep sector focus to pick sustainable growth sub‐sectors Seek to make multiple investments in high quality companies with attractive business models

Appendix

Within each identified sub-sector, HgCapital targets growth businesses with proven business model characteristics:

Product or service is business critical but is typically a low-spend item

High level of recurring/repeat revenues

Low customer concentration

Intellectual property protection (technology, brand or business model)

Low volatility/low economic cycle sensitivity

Low churn

The resultant cash flows from these types of business are attractive to many trade & financial buyers so we have exit liquidity


A number of our investments in different sectors share similar characteristics

TMT SERVICES INDUSTRIALS HEALTHCARE

Recurring / repeat revenue

Protected revenue model

1,000s of customers

Potential >30% EBITDA margins

Non-discretionary item

Critical service component

Appendix


The Manager – Investment StrategyValue creation from picking growth & driving operational improvements

Appendix

1.0x

(0.0x)

1.0x

0.5x

0.2x

2.7x

0

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

Entry value Deleveraging Revenue growth Margin expansion Multiple expansion Total proceeds

MU

LTIP

LE O

F O

RIG

INA

L C

OST

(x)

VALUE CREATION ANALYSIS: MUST 4, HgCAPITAL 5 AND HgCAPITAL 6 REALISED PORTFOLIO

Note: Includes all 27 realised buyout investments in MUST 4, HgCapital 5 and HgCapital 6 as of June 2013 (excl. venture investments).Past performance is not indicative of future results. Please see notes to recipients on page 28 and 29

c.1.5x top-line and profit growth

INORGANIC

ORGANIC

Portfolio deleverages: offset by capital used for bolt-on acquisitions

Multiple expansion concealed: Bolt-ons acquired at lower multiples creating margin improvement


For further information on HgCapital Trust plc, please visit our website:

www.hgcapitaltrust.com

Or contact Laura Dixon

+44 (0)20 7089 7888

[email protected]

For more information on Listed Private Equity, please visit the LPEQ website www.lpeq.com

Contact Appendix


DisclaimerHgCapital Trust plc

This document accompanies the Interim Report and Accounts for the six months ended 30 June 2013 and contains a summary of the information set out in that document. Reference should be made to the full Report andAccounts rather than relying on this summary. It does not constitute an advertisement and is not a prospectus. It does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein in theUnited States or in any other jurisdiction, nor shall it, by the fact of its distribution, form the basis if, or be relied upon, in connection with any such contract. No offer, invitation or inducement to acquire shares or othersecurities in HgCapital Trust plc (“Shares”) is being made by or in connection with this document.

The information presented herein is not an offer for sale within the United States of any equity shares or other securities of HgCapital Trust plc. HgCapital Trust plc has not been and will not be registered under the USInvestment Company Act of 1940, as amended (the Investment Company Act"). In addition, the Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or anyother applicable law of the United States. Consequently, the Shares may not be offered or sold or otherwise transferred within the United States, or to, or for the account or benefit of, US Persons, except pursuant to anexemption from the registration requirements of the Securities Act and under circumstances which will not require HgCapital Trust plc to register under the Investment Company Act. No public offering of the Shares is beingmade in the United States. The Shares may only be resold or transferred in accordance with the restrictions set forth in the Prospectus to be published in connection with any proposed offering and related subscriptiondocuments. This communication should not be distributed, forwarded, transferred, reproduced, or otherwise transmitted, directly or indirectly, to any persons within the United States or to any US Persons unless it is lawfulto do so.

This document is being issued by HgCapital to accompany the Annual Report and Accounts. The information and opinions contained in this document are for background purposes only, do not purport to be full or completeand do not constitute investment advice. Subject to HgCapital's regulatory requirements and responsibilities, no reliance may be placed for any purpose on the information and opinions contained in this document or theiraccuracy or completeness and no representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this document by HgCapital or any of itsmembers or employees and no liability is accepted by such persons for the accuracy or completeness of any such information or opinions.

HgCapital’s communications are only directed at eligible counterparties and professional clients. HgCapital acts for HgCapital Trust plc and for no one else in relation to HgCapital Trust plc. It will not advise, provide servicesto or be responsible for providing customer protections to investors or any other person.

This information is not intended to provide, and should not be relied upon, for accounting, legal, tax advice or investment recommendations. You should consult your tax, legal, accounting or other professional advisors aboutthe issues discussed herein. The descriptions contained herein are summaries and are not intended to be complete and neither HgCapital nor any of its affiliates undertakes any obligation to update or correct any errors orinaccuracies in any of the information presented herein. The information in these materials and any other information discussed at the presentation is subject to change. This document does not constitute or form part of anyoffer to issue or sell, or any solicitation of any offer to subscribe or purchase any investment nor shall it or the fact of its distribution form the basis of, or be relied on in connection with, any contract thereof.

The distribution of these materials in certain jurisdictions may be restricted by law and persons into whose possession these materials come should inform themselves about and observe any relevant restrictions. In particular,these materials are not for publication or distribution, directly or indirectly, in, into or from the United States of America, Canada, Australia, Japan, New Zealand or the Republic of South Africa. Any failure to comply with theabove restrictions may constitute a violation of such securities laws. This document is and may be communicated only to (and is directed only at) persons to whom such communication may lawfully be made.

These materials include statements that are, or may be deemed to be, "forward-looking statements" which are based on current expectations and projections about future events. In some cases, these forward-lookingstatements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or othervariations or comparable terminology. They appear in a number of places throughout these materials and include statements regarding the intentions, beliefs or current expectations of HgCapital and/or its members oremployees concerning, among other things, the trading performance, results of operations, financial condition, liquidity, prospects and investment policy of HgCapital Trust plc. By their nature, these forward-lookingstatements as well as those included in any other material discussed at any presentation involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.


DisclaimerHgCapital Trust plc

Forward-looking statements are not guarantees of future performance. A number of important factors could cause actual results or outcomes to differ materially from those expressed, projected or implied in any forward-looking statements. No one undertakes publicly to update or revise any such forward-looking statement. In light of these risks, uncertainties and assumptions, the events or circumstances referred to in the forward-lookingstatements may not occur. None of the future projections, expectations, estimates or prospects in this document should be taken as forecasts or promises nor should they be taken as implying any indication, assurance orguarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the document. No oneundertakes to publicly update or revise any such forward-looking statement, whether as a result of new information, future events or otherwise. As a result of these risks, uncertainties and assumptions, you should not placeundue reliance on these forward-looking statements as a prediction of actual results or otherwise.

Return targets are targets only and are based over the long-term on the performance projections of the investment strategy and market conditions at the time of modelling and are therefore subject to change. There is noguarantee that any target return can be achieved. Investors should not place any reliance on such target return in deciding whether to invest in HgCapital Trust plc . Past performance is not necessarily a reliable indicator offuture results.

To the extent available, the industry, market and competitive position data contained in these materials come from official or third party sources. Third party industry publications, studies and surveys generally state that thedata contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. The contents of this document have not been independentlyverified, are not comprehensive, does not contain all the information that a prospective purchaser of securities may desire or require in deciding whether or not to offer to purchase such securities and do not constitute a duediligence review and should not be construed as such. Subject to HgCapital's regulatory requirements and responsibilities, no undertaking, representation, warranty or other assurance, express or implied, is made or given byor on behalf of HgCapital or any of its members, employees, agents or advisers or any other person as to the accuracy, completeness or fairness of the information, forward-looking statements or opinions contained in thisdocument and no responsibility or liability is accepted by any of them for any such information, forward-looking statements or opinions or in respect of any omission, and this document is distributed expressly on the basis thatit shall not give rise to any liability or obligation if, for whatever reason, any of its contents are or become inaccurate, incomplete or misleading and neither HgCapital nor any such persons undertakes any obligation to providethe recipient with access to additional information or to correct any inaccuracies herein which may become apparent.

HgCapital is the trading name of HgCapital LLP and Hg Pooled Management Limited.

Registered office: 2 More London Riverside, London SE1 2AP.

Authorised and regulated by the Financial Conduct Authority.

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