HgCapital Trust plc. Interim Results 30 June 2010

Transcription

1 HgCapital Trust plc Interim Results 30 June 2010

2 HgCapital Trust plc Contents Summary Performance Balance Sheet Analysis Investment Activity Portfolio Review Manager Update Events since 30 June 2010 Conclusion Appendices 2

3 HgCapital Trust plc Summary New Deals 63m invested in five buyouts and 5m invested in renewable energy assets. Realisations 5m realised at 2x book value from Hoseasons plus recap and dividend receipts of a further 5m. Portfolio Top 20 companies growing earnings strongly. Liquidity Cash balances at 63m, reducing to 22m post 30 June, after two investments. Prospects For new investments less active. For the portfolio current performance is encouraging. 3

4 HgCapital Trust plc Contents Summary Performance Balance Sheet Analysis Portfolio Review Investment Activity Manager Update Events since 30 June 2010 Conclusion Appendices 4

5 Performance Financial Highlights ASSETS AT 30 JUNE 2010* AT 31 DEC 2009 % CHANGE OVER 6 MONTHS Net assets ( 000) 291, , % Net assets per share 938.6p 937.2p 0.1% Liquid resources per share 203.7p 348.0p (41.5%) Share price (ordinary shares at mid-market) Discount (%) over last reported NAV 798.5p 844.0p (5.4%)** 10.3% 9.9% n/a Share price (subscription shares) 42.0p n/a n/a *Since 31 December 2009, an issue of 50 million of new ordinary shares completed at an issue price of 845p ** Performance of -1.4% after adding back 25.0p dividend and 8.4p implied value of subscription shares received (on a five-to-one basis) 5

6 Performance Total Return 6 MTHS TO 30 JUNE YEAR TO 30 JUNE YEARS TO 30 JUNE YEARS TO 30 JUNE YEARS TO 30 JUNE YEARS TO 30 JUNE 2010 Net asset value 2.9% 9.8% 6.5% 13.2% 18.0% 11.3% Share price (2.6%) 4.6% 1.5% 11.0% 21.5% 13.2% FTSE All-Share Index (6.1%) 21.1% (5.7%) 3.5% 7.4% 1.6% *Figures are annualised 6

7 Performance Analysis of net asset value (NAV) movements for the six months ending 30 June

8 Performance Analysis of unrealised movements in investment portfolio (including accrued interest movement of 1.0 million) for the six months ending 30 June

9 Performance Realised and unrealised movements in investment portfolio (including accrued interest) during the six months ending 30 June

10 Performance Significant unrealised portfolio movements during the six months ending 30 June 2010 Company Valuations as at 31 December 2009 m Acquisitions less realisations at value to 30 June 2010 m Valuations as at 30 June 2010 m Valuation changes to 30 June 2010 Drivers of valuation changes m Earnings Gearing Ratings Fx Significant increases Visma Achilles SLV Epyx Significant decreases Pulse 24.6 (0.9) 22.6 (1.1) HgRPP (1.4) Sporting Index (1.9) 10

11 HgCapital Trust plc Contents Summary Performance Balance Sheet Analysis Investment Activity Portfolio Review Manager Update Events since 30 June 2010 Conclusion Appendices 11

12 Performance NAV Analysis AT 30 JUNE 2010 AT 31 DEC 2009 m % m % Investments % % Liquid Resources* % % Other net (liabilities)/assets (0.1) Net assets % % *Since the period end we have completed the acquisition of Teufel and Mr Ted, an add-on to Stepstone, reducing liquid resources by 12.6 million and announced the acquisition of TeamSystem which will reduce liquid resources by 28.5m. This transaction is expected to complete in September After this investment, liquid resources are estimated to be about 22 m (8% of current NAV). 12

13 Balance Sheet Analysis Liquid Resources and Outstanding Commitments AT 30 JUNE 10 ESTIMATED POSITION POST TRANSACTIONS* m % of NAV m % of NAV Total liquid resources** Outstanding Commitments Hg5 Vintage Hg6 Vintage HgRPP HgRPP Net oustanding commitments less liquid resources *Post investments related to the new investment in Teufel ( 9.1m), TeamSystem ( 28.5m) which is expected to complete in September and a further investment in Stepstone ( 3.5m) to fund a bolt-on acquisition that closed in August. **HgCapital plc has the benefit of an investment opt-out provision in its commitment to invest alongside HgCapital 6, so that it can opt-out of a new investment without penalty should it not have the cash available to invest. 13

14 HgCapital Trust plc Contents Summary Performance Balance Sheet Analysis Investment Activity Portfolio Review Manager Update Events since 30 June 2010 Conclusion Appendices 14

15 Investment Activity Investments in the six months to 30 June 2010 COMPANY SECTOR ACTIVITY COST 000 New Investments Stepstone TMT Global provider of strategic HR software 15,805 JLA Services Provision of on-premise laundry services and commercial machine sales 13,398 Frosunda Healthcare Swedish provider of specialist disability care 13,076 Manx TMT Telecommunications and internet provider 11,033 SimonsVoss Industrials Provider of digital radio-based locking and access control systems 10,065 RPP2 Fund Renewable energy Renewable energy fund 1,428 Total New Investments 64,805 Further Investments Voyage Healthcare Care home operator 4,357 RPP Fund Renewable energy Renewable energy fund 3,600 Visma TMT Business application software 1,712 Goldshield Healthcare Markets pharmaceuticals and nutraceuticals (2,730) Other Investments 549 Total Further Investments 7,488 Total Investment by the Company 72,

16 Investment Activity Realisations in the six months to 30 June 2010 COMPANY SECTOR EXIT ROUTE Cost 000 PROCEEDS* 000 CURRENT YEAR GAIN/(LOSS)** 000 Full Realisations Hoseasons Consumer & Leisure Trade sale 2,197 5,065 2,592 FTSA*** Industrials Liquidation 6, Total Full Realisations 9,010 5,065 2,592 Partial Realisations Elite TMT Refinancing 2,209 4,126 - Pulse Healthcare Dividend Other 2, Total Partial Realisations 4,604 5, Total Realisations 13,614 10,654 2,757 * Includes gross revenue received during the year ** Realised proceeds including gross revenue received, in excess of 31 December 2009 book value and accrued interest *** Fully written-off pre 31 December

17 Investment Activity Investment Environment and Prospects Our investment stance has changed little since we released results for 2009 in March. We retain a concern that there will be a second leg to the recession - accordingly we have little interest in cyclical stories; and - we are very focused on buying growth companies at valuations below long run averages. We can see buy out activity levels rising (56% by number and 290% by value ytd cf 2009) and debt markets opening up again to our surprise. Return of a two way market in M&A. Risks centre on - relapse in growth, triggered by slowdown in China/USA - another banking crisis, triggered by Euro area splitting. 17

18 HgCapital Trust plc Contents Summary Performance Balance Sheet Analysis Investment Activity Portfolio Review Manager Update Events since 30 June 2010 Conclusion Appendices 18

19 Portfolio Review Portfolio as at 30 June 2010 The top 10 buy-out investments represent two thirds of the portfolio value Investment Year of Investment Sector Location Residual Cost 000 Total valuation* 000 Portfolio value % Cumulative Value % Visma 2006 TMT Nordic Region 16,321 40, % 17.8% Pulse 1999 Healthcare UK 6,131 22, % 27.6% Stepstone 2010 TMT UK 15,805 14, % 34.1% JLA 2010 Services UK 13,398 13, % 40.0% Frosunda 2010 Healthcare Nordic Region 13,076 12, % 45.6% Manx 2010 TMT UK 11,033 11, % 50.4% Mondo 2007 Industrials Nordic Region 6,987 10, % 54.9% SimonsVoss 2010 Industrials Germany 10,065 9, % 59.2% SLV 2007 Industrials Germany 5,999 9, % 63.2% Goldshield 2009 Healthcare UK 8,545 8, % 66.9% Top 10 Investments 107, , % 19

20 Portfolio Review Portfolio as at 30 June 2010 The top 20 buy-out investments represent over 90% of the portfolio value Investment Year of Investment Sector Location Residual Cost 000 Total valuation* 000 Portfolio value % Cumulative Value % Voyage 2006 Healthcare UK 13,112 8, % 70.6% Epyx 2009 TMT UK 6,388 8, % 74.3% Achilles 2008 TMT UK 5,226 7, % 77.8% Schleich 2006 Consumer & Leisure Germany 4,634 7, % 81.1% Americana 2007 Consumer & Leisure UK 4,625 7, % 84.2% Sporting Index 2005 Consumer & Leisure UK 7,272 6, % 86.9% Elite 2005 TMT Benelux 3,540 3, % 88.4% Casa Reha 2008 Healthcare Germany 8,151 2, % 89.6% SHL 2006 Services UK 7,984 2, % 90.8% Software (Cayman) LP re IRIS 2006 TMT UK 530 1, % 91.6% Top 20 Investments 168, , % 20

21 Portfolio Review Portfolio as at 30 June 2010 Renewable Energy Fund Investments The Trust holds an investment via a limited partnership interest in the Manager s two Renewable Energy Funds, RPP1 and RPP2. The Fund s give investors an exposure to renewable power assets to deliver returns through yield during operation and capital gain at exit. The fund typically takes control positions in high quality European renewable energy infrastructure projects with minimal GDP and technology risk. Investment Vintage Valuation Portfolio Value 000 % RPP , % RPP , % 15, % Platform analysis 3% Geographical analysis 1% 31% 28% 34% 66% Wind Solar Biogas 3% 3% 31% UK / Ireland Germany France Spain Sweden Italy 21

22 Portfolio Review Trading The aggregate sales and EBITDA for the Top 20 buyout investments over the last 12 months was 2.0bn and 0.5bn respectively. The Top 20 investments have delivered year on year sales and EBITDA growth of 6% and 17% respectively. The Top 10 investments, which include five new investments have continued to trade robustly through the downturn, with year on year sales and EBITDA growth of 7% and 14% respectively. A number of investments within the next 10 investments were harder hit by the downturn and have shown some good recovery, growing sales and EBITDA over the last 12 months by 5% and 20% respectively. Trading for the Top 20 Buyout Investments 22

23 Portfolio Review Gearing Average value weighted Debt/EBITDA of the Top 20 investments was 2.9x at 30 th June Gearing Analysis for the top 20 investments Debt/EBITDA EBITDA Debt Portfolio Value Band Number m m m > ,

24 Portfolio Review Valuations Average Value weighted EV/EBITDA multiple used at 30 th June was 9x for the Top 20 investments. Average proceeds over book value on exit has been 1.9x on 30 exits since mid Valuation Multiple bands for the Top 20 Investments Portfolio Value Band Number m <7x x x >11x

25 HgCapital Trust plc Contents Summary Performance Balance Sheet Analysis Portfolio Review Investment Activity Manager Update Events since 30 June 2010 Conclusion Appendices 25

26 Manager Update Hg6 had a final closing in May 2010, with aggregate commitments of 1.9bn, of which HgCapital Trust plc has committed 285 million. We are in the process of raising our second renewable energy fund with targeted commitments of 500m. The Trust has agreed to commit 40m to this fund once aggregate commitments reach 200m. The Trust has initially committed 13m alongside a number of LPs to fund the first investment in RPP2, an on-shore Swedish wind farm development. During the year we have taken the opportunity to strengthen our team, including the hiring of an experienced Director in Healthcare from Apax and a Senior Partner from Deloitte to lead our Services team. 26

27 HgCapital Trust plc Contents Summary Performance Balance Sheet Analysis Portfolio Review Investment Activity Manager Update Events since 30 June 2010 Conclusion Appendices 27

28 HgCapital Trust plc Events since 30 June 2010 Net asset value per share at 31 July 2010 was 941.7p. In July we completed the acquisition of Teufel, a leading designer and online retailer of loud speaker systems in Germany. HgCapital Trust plc invested 9.1m in this transaction. In August we announced the acquisition of TeamSystem, the leading provider of regulatory driven SME business software in Italy. The acquisition is expected to be completed by the end of September. HgCapital Trust plc will invest 28.5m in this transaction. Furthermore, we completed the acquisition of Mr Ted, an add-on for Stepstone, in which HgCapital Trust s investment was 3.5 million. Following these acquisitions the liquid resources of the Trust are estimated to be 22 million and outstanding commitments are 190 million. The Manager and the Board are currently in preliminary discussions with banks to put in place a revolving credit facility. 28

29 HgCapital Trust plc Contents Summary Performance Portfolio Review Investment Activity Manager Update Events since 30 June 2010 Conclusion Appendices 29

30 HgCapital Trust plc Conclusion Seven new investments selected that fit our tight criteria during the buyer s market phase of the M&A cycle. Moving into a two way market in M&A, owning 20 companies delivering 17% growth in ebitda will attract the attention of buyers. Best cadre of portfolio CEOs allow us to look forward with confidence about the prospects for the Trust. 30

31 HgCapital Trust plc Contents Summary Performance Portfolio Review Investment Activity Manager Update Events since 30 June 2010 Conclusion Appendices 31

32 Appendices HgCapital Trust has rewarded the patient investor outperforming the FTSE All-Share Index by 3x and listed PE peers by 2.4-8x over the last 10 years +10.2% p.a. share price appreciation for HgCT vs. -3.3% p.a. for LPE Peers, -1.7% p.a. for the FTSE All-Share Index 10 year total return of 13.2% p.a. for HgCT vs. 1.6% p.a. for the FTSE All-Share Index 300% HgCapital Trust LPE Peer Index (1) FTSE All-Share 250% 264% 200% 150% 100% 84% 72% 50% 0% Note: Chart shows share price return. Data as per 12 January 2010; (1) Equally weighted index of 3i Group, Candover, Electra, Graphite, and SVG Capital. 32

33 Appendices HgCapital Trust Outperforming its listed PE peers HgCapital Trust outperformed key competitors by an average of 3.7x over the last 10 years Best performing peer Electra was outperformed by 2.4x and worst performing 3i by >8x 300% HgCapital Trust Candover Electra SVG Graphite 3i Group 250% 264% 200% 150% 112% 100% 97% 88% 50% 32% 31% 0% Note: Chart shows share price return. Data as per 12 January

34 Appendices Analysis of Movement in NAV 000 Opening net asset value as at 1 January 2010 Net proceeds from share issue Realised loss to book value at 31 December 2009 (excludes gross revenue including gilts results) 236,044 48,855 (619) Net unrealised appreciation of investments (excluding accrued interest) 12,177 Gross revenue 6,510 Priority profit share to General Partners (3,542) Other Expenditure (1,187) Dividend paid (6,297) Closing net asset value as at 30 June ,941 34

35 Portfolio Review Valuation Basis and Vintage As at 30 June 2010 by value VALUATION BASIS VINTAGE Written down 7% Year Year 2009 Net assets 12% 12% 7% Year Year % 12% Pre Pre % 15% Year Year % 10% pre % % Year Year % 23% Earnings Year Year % 28% 28% Cost 38% % % % 12% 35

36 Portfolio Review Sector coverage of investments As at 30 June 2010 by value BY VALUE BY NUMBER Renewable Energy 6% Services 7% Fund 1% Renewable Energy Services 3% 11% TMT 27% Consumer & Leisure 9% TMT 40% Fund 11% Industrials 13% Consumer & Leisure 11% Healthcare 24% Industrials 17% Healthcare 20% 36

37 Portfolio Review Geography and Stage As at 30 June 2010 by value BY GEOGRAPHY BY STAGE North America Rest of Europe 7% Benelux 1% 1% Renewable Energy 6% Fund 1% Germany 13% UK 50% Nordic Region 28% Buyout 93% 37

38 Appendices Portfolio by Sector: 30 June 2010 Investment Year of investment Valuation basis Residual cost Total valuation* Portfolio value '000 '000 % TMT investments Visma 2006 Earnings 16,321 40, % Stepstone 2010 Cost 15,805 14, % Manx Telecom 2010 Cost 11,033 11, % Epyx 2009 Cost 6,388 8, % Achilles 2008 Cost 5,226 7, % Elite 2005 Written down 3,540 3, % Software (Cayman), LP - re Blue Minerva 2006 Earnings 530 1, % Software (Cayman), LP - re Guildford 2007 Earnings % Tiger Capital 2008 Other % Total TMT investments 59,728 89, % Healthcare investments Pulse Staffing 1999 Earnings 6,131 22, % Frosunda 2010 Cost 13,076 12, % Goldshield 2009 Cost 8,545 8, % Voyage 2006 Written down 13,112 8, % Casa Reha 2008 Written down 8,151 2, % Doc M 2004 Other % PBR 2002 Other Total Healthcare investments 49,015 55, % *Including accrued interest 38

39 Appendices Portfolio by Sector: 30 June 2010 (continued) Investment Year of investment Valuation basis Residual cost Total valuation* Portfolio value '000 '000 % Industrials investments Mondo 2007 Earnings 6,987 10, % SimonsVoss 2010 Cost 10,065 9, % SLV 2007 Earnings 5,999 9, % Hirschmann 2004 Other % KVT (King) 2008 Written down 5, W.E.T 2003 Written down 7, Total Industrials investments 36,652 29, % Consumer & Leisure investments Schleich 2006 Earnings 4,634 7, % Americana 2007 Earnings 4,625 7, % Sporting Index 2005 Earnings 7,272 6, % Cornish Bakehouse 2007 Written down 4, Total Consumer & Leisure investments 20,731 20, % Services investments JLA 2010 Cost 13,398 13, % SHL 2006 Written down 7,984 2, % Atlas Energy 2007 Written down 8, Fabory 2007 Written down 7, Total Services investments 37,009 16, % *Including accrued interest 39

40 Appendices Portfolio by Sector: 30 June 2010 (continued) Investment Year of investment Valuation basis Residual cost Total valuation* Portfolio value '000 '000 % Renewable energy investments HG RPP Fund 2006 Net assets 15,570 13, % HG RPP2 Fund 2010 Net assets 1,428 1, % Total Renewable energy investments 16,998 15, % Fund investments Weston Presidio Capital III, LP 1998 Net assets 2,198 1, % ACT Venture Capital Ltd 1994 Net assets Wand / Yankelovich LP 1992 Net assets Total Fund investments 2,238 1, % Derivative Instruments NOK / GBP Hedge n/a n/a 1,699 1, % Hg5 Euro Hedge n/a n/a - (275) (0.1%) Total Derivative Instruments 1,699 1, % Total all investments (35) 224, , % *Including accrued interest 40

41 Appendices HgCapital Strategic relevance STRATEGY Mid-Market 50 million million EV buyouts/buy-ins: Consistently strong deal-flow. Multiple exit options. Not overly dependent on capital markets (for returns, financing or exit). Defensible market positions / proven records. Ability to attract high quality management teams. Return attribution potential to effect material operational improvements. Sole / lead / control investors. Seek multiple value levers. Conservative capital structures. Pan-Regional Primary coverage of northern Europe. Cultural affinity with management teams and business environments. Secondary coverage of other European markets via sector focus. 41

42 Appendices HgCapital Tactical advantage TACTICS Sector-focused 5 dedicated sector teams (developed over 12 years) covering c.70% of the market. Annual business planning process drives agenda for each team. Strategy superseding geography in investment targeting. Intensive post-transaction planning and management Company and portfolio level activity (developed over 10 years). Dedicated resource and expertise (team of 8 professionals, plus support from other senior partners). Helps drive growth and optimise exits. Highly resourced Favourable ratio of staff to deals - team of 75 with 19 active portfolio companies. Just under 3.1 billion AUM. Partners average 16 years of private equity experience / worked together for 12 years. 42

43 Appendices Relationship between HgCapital ( the Manager ), HgCapital Trust and the HgCapital 6 fund 1.9bn The Manager Manages investment portfolio HgCapital Trust 285m Other investors in HgCapital 6 1,615m Sources, arranges and manages investment portfolio Same terms (management fee, etc.) Investment Investment HgCapital 6 Portfolio Note: HgCapital Trust plc has a unique investment opt-out (without penalty) 43

44 HgCapital HgCapital s strategy and tactics have been effective and are well suited to the next stage in the life of Private Equity MID-MARKET AND PAN REGIONAL (UK, Germany, Northern Europe) Multiple value levers. Conservative capital structures. Multiple exit options not overly dependent on capital markets. DEEP SECTOR KNOWLEDGE THROUGH SPECIALIST TEAMS Research-driven investment selection in TMT, Services, Healthcare & Industrials. Higher deal conversion. Optimizes exits. DEDICATED SPECIALIST PORTFOLIO MANAGEMENT Drive incremental growth and profit. Strengthen teams and franchises. BROAD BENCH OF PROFESSIONALS LED BY A COHERENT PARTNER GROUP 40+ investment executives with an average experience of 8+ years in private equity related workfields. Partners have worked 12 years together and enjoy an average experience of 16 years in private equity. Total team of 75 employees. LAUNCHING NEW PRODUCTS THAT EXPLOIT CORE COMPETENCIES Hg6: 1.9 billion flagship buy-out fund- similar focus, strategy and tactics to earlier funds. RPP1&2 : Expansion of successful Renewable Power Generation business. More research-led ideas that leverage core competences. 44

45 HgCapital Disclaimer This document constitutes 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 the United 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 contract therefor. No offer, invitation or inducement to acquire shares or other securities in HgCapital Trust plc ( Shares ) is being made by or in connection with this document. Any offer, invitation or inducement to acquire Shares will be made solely by means of a prospectus published in connection with any offering (the "Prospectus") and any decision to buy Shares should be made solely on the basis of the information contained in the Prospectus. 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 US Investment 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 any other 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 an exemption 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 being made 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 subscription documents. 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 lawful to do so. This document is being issued by HgCapital and is for private circulation only. The information and opinions contained in this document are for background purposes only, do not purport to be full or complete and 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 their accuracy 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 its members 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 its investors and for no one else in relation to its business. It will not advise, provide services to or be responsible for providing customer protections to 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 about the 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 or inaccuracies 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 any offer 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 therefor. 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 the above 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-looking statements 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 other variations 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 or employees 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-looking statements 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. 45

46 HgCapital Disclaimer 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-looking statements 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 or guarantee 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 one undertakes 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 place undue 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 no guarantee 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 or any fund established by HgCapital. 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 the data 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 independently verified, 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 due diligence 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 by or 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 this document 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 that it 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 provide the 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 Services Authority. 46