Interim Management Statement

HgCapital Trust plc Interim Management Statement 7 October 2011 HgCapital Trust plc (the `Trust'), today issues its Interim Management Statement in accordance with FSA Disclosure and Transparency Rule 4.3. This statement relates to the period from 1 July 2011 to 6 October 2011 and incorporates the Trust's calculation of its Net Asset Value (NAV) at 30 September 2011, in the same form as is issued following the end of each month. The NAV at 30 September 2011 is based on the valuations of unquoted investments as at 30 June 2011, as set out in the interim report issued on 25 August 2011, with any subsequent investment completed by the date of the announcement accounted for at cost; adjustments are made for realisations, exchange rates, changes in the value of quoted securities, and net revenues during the period. Activity during the period Investment Environment Since the end of June we have seen a clear downturn in both key economic indicators and market sentiment across most of the regions in which our Manager, HgCapital, invests. The Board and the Manager have held a cautious view of Western European economic prospects since 2009, assuming lower levels of GDP growth and more volatility than most economic commentators over that period. However, the Manager has also been able to use its sector expertise to identify market niches that benefit from fundamental macro growth drivers and provide sustainable growth opportunities in spite of a generally weak and unstable economy. For instance, the increase of internet transactions is benefitting companies in the software and business services sectors, resulting in double-digit revenue and profit growth for Visma, Lumesse, Epyx, Achilles and SHL. The Manager has been cautious on new investment over the last 12 months and will continue to adopt a similar stance, although the recent market fall does provide pockets of opportunity to consider acquiring attractive businesses at more reasonable prices. New Investments On 23 September 2011, it was announced that the Board of Group NBT plc, the internet domain name management and web hosting firm, and Newton Bidco Limited ("Bidco"), an investment vehicle owned indirectly by the HgCapital 6 fund and by the Trust, had reached agreement on the terms of a recommended cash offer for Group NBT plc ("Group NBT"). The offer of £153 million, 550 pence per share, represents a premium of 22.5 per cent of the closing price of Group NBT on the day before the bid announcement. The Trust's share of the offer is £23.0 million. The takeover offer is intended to be implemented by way of a scheme of arrangement and is conditional on, amongst other things, the approval by a majority in number of the Group NBT shareholders representing at least 75% in value of the Group NBT shares. Bidco has already received irrevocable undertakings to vote in favour of the transaction in respect of shares representing approximately 38.45% of the Group NBT share capital in issue. The takeover offer will be funded entirely from funds managed by HgCapital with no requirement for any third party debt, although some of the investment may be refinanced. Realisations On 1 July 2011, the Manager announced its intention to sell Mondo Minerals, a talc mining company. Upon completion of the sale, which is anticipated by the end of October 2011, the Trust expects to realise initial cash proceeds of £ 13.7 million and a further amount of up to £2.8 million over the next two years. This compares with a carrying value of £14.7 million in the NAV of the Trust at 30 June 2011 and an original cost of £7.0 million. During July 2011, the sale of Cornish Bakehouse was completed, returning proceeds of £0.7 million to the Trust. This investment had previously been fully written-off. In August 2011, the refinancing of SimonsVoss was completed, returning £2.2 million of capital to the Trust and interest thereon of £0.7 million. New and secondary commitments As already described in the interim report, on 19 July 2011 the Trust announced the acquisition from a third party of a £15 million limited partnership interest in HgCapital 6 E LP (`Hg6 E'), one of the partnerships in the current buyout fund (Hg6) of its Manager, HgCapital. The Trust paid £7.8 million in cash for the funds already invested. This represented a 2% premium above the NAV of Hg6 E as at 31 December 2010, adjusted for subsequent cash flows to the date of completion. The balance of the Trust's new investment represents a commitment of £7.2 million which will be invested alongside the other limited partnership interests held by institutional clients of HgCapital in their Hg6 fund. As described in the Interim Report, the Board has agreed to invest up to £60 million alongside the Manager's Mercury fund. Mercury will invest exclusively in the TMT sector in the UK and Continental Europe, focusing on smaller companies with an enterprise value at acquisition of between £20 million and £ 80 million. Banking facility The Trust has recently finalised a £40 million, three year standby facility with Lloyds TSB Bank plc, on an unsecured basis, as detailed in the interim report. Performance relative to benchmark Between 30 June and 30 September the total return (NAV plus dividend) decreased by 1.5%, compared with a 13.5% decrease in the FTSE All-Share Index. The Trust's share price at 30 September 2011 was 1,000.0 pence, a discount of 12.5% against the basic NAV of 1,142.7 pence per share and a discount of 10.2% against the diluted NAV of 1,114.2 pence. The Trust's share price (on a total return basis) decreased by 12.3% over the three months to 30 September 2011, in a period when the FTSE All-Share Index decreased by 13.5%. These calculations of NAV are based on valuations of the portfolio as at 30 June 2011, using market multiples at that date, and therefore do not reflect changes in the ratings of comparable listed companies between 1 July 2011 and 30 September 2011. The book value of the unquoted portfolio will next be reviewed, as usual, at 31 December 2011 in accordance with IPEV guidelines, taking account of each company's maintainable earnings and ratings of comparable businesses in the relevant listed markets at that time. Current trading The Manager is represented on the board of every material investment in the portfolio and receives monthly management accounts from all the buyouts in which the Trust is invested. These are regularly discussed with the Board, together with other information about the trading environment, strategy, prospects and leadership of each business, and the actions that the Manager is taking to effect improvements. The latest available trading figures for companies in the portfolio are for the period ended August 2011. The top 20 companies in the buyout portfolio have seen average sales growth in the last twelve months of 16%, down from 17% as reported in the interim results. Of these investments, 11 increased sales by greater than 10%, including 5 by 20% or more. Only one has reported sales materially below last year. During the last twelve months, average growth in EBITDA of the top 20 buyout investments increased by 10%, down from 12% as reported in the interim results. Of these investments, 10 increased EBITDA by more than 10%, including 7 by more than 20%. Four investments have reported EBITDA materially below the prior year. Over recent months trading has held up well across the top 20 buyout investments with continuing growth in sales and EBITDA overall, compared with the prior year. Only one investment has been suffering sales consistently below last year, but six of the top 20 are reporting EBITDA in recent months below the comparable period last year, reflecting margin pressures. A number of the top 20 are generating cash to reduce debt. The Manager continues to work closely with the management teams in portfolio companies to prepare for on-going difficult economic conditions. The Trust has a significant exposure to euro denominated assets. As at 30 September 2011, the depreciation of the euro against sterling, by 4.9% since 30 June 2011, has resulted in a decrease in the valuation of that portion of the portfolio. Similarly, the depreciation of Norwegian Kroner and Swedish Kroner against sterling of 6.2% and 5.6% respectively, has resulted in a decrease in the sterling valuation of assets denominated in those currencies. Investment objective The Trust gives investors access to a private equity portfolio run by an experienced and well-resourced manager that makes investments in private companies across Northern Europe, principally in the Healthcare, Industrials, Services and TMT sectors. The objective of the Trust is to provide shareholders with long-term capital appreciation in excess of the FTSE All-Share Index by investing in unquoted companies. The Trust provides investors with exposure to a diversified portfolio of private equity investments primarily in the UK and Continental Europe. The Trust's benchmark is the FTSE All-Share Index. Performance All information is at 30 September 2011 and is unaudited. Performance at month end with net income reinvested One month Three One year Three Five Ten years months years years NAV per Ordinary (1.2%) (1.5%) 22.1% 17.4% 88.4% 268.4% share (basic) NAV per Ordinary (1.1%) (1.3%) 19.2% 14.5% 83.7% 259.2% share (diluted) Ordinary Share (8.7%) (12.3%) 20.3% 37.6% 69.8% 335.5% price FTSE All-Share (5.0%) (13.5%) (4.4%) 19.2% 4.0% 66.7% Index Sources: HgCapital, Factset Results At 30 September 2011 Net asset value per share:* -Basic 1,142.7p -Diluted (1) 1,114.2p Share price - ordinary shares: 1,000.0p Ordinary share price premium/ (12.5%) (discount) to NAV (basic): Ordinary share price premium/ (10.2%) (discount) to NAV (diluted): Share price - subscription 93.6p shares: Total net assets: £363.4m Net yield: 2.8% Gearing: Nil% Ordinary shares in issue: 31,799,725 Subscription shares in issue: 5,524,973 * includes 3 months net revenue of 11.3p. Ticker codes: Ordinary shares HGT Subscription shares HGTS 1. The diluted net asset value per share calculation is based on the assumption that all Subscription shares in issue are exercised at their minimum price of 950 pence per share. Unaudited Net Asset Value per Share The investment portfolio has not been revalued at 30 September 2011. The unaudited Net Asset Value at 30 September 2011 is based on the Net Asset Value at 30 June 2011, adjusted to reflect purchases and sales of investments, currency movements and market prices (at bid) in respect of listed investments. Net revenue for the three months to 30 September 2011 was 11.3p. Balance Sheet At 30 September 2011 the Trust's summary balance sheet was as follows: £m % Unquoted investments 245.5 67.6 Accrued income on 30.7 8.4 investments Total investment 276.2 76.0 portfolio Cash and other liquid 90.5 24.9 assets (1) Other net assets (3.3) (0.9) Net Asset Value 363.4 100.0 1. As at 30 September 2011, the Trust's undrawn commitments to invest in or alongside the Manager's Hg6, Hg5, Mercury, RPP and RPP2 funds totalled £ 257.9 million. Portfolio The twenty largest investments at 30 September 2011 (at valuation including accrued interest) were: Investment % of Sector Total Assets 1 TeamSystem 7.3 TMT 2 VISMA 6.3 TMT 3 SHL 5.1 Services 4 Midas (Goldshield) 4.4 Healthcare 5 Frosunda 4.4 Healthcare 6 Lumesse 4.4 TMT 7 Hg Renewable Power Partners 4.0 Renewable Energy LP 8 Mondo Minerals 4.0 Industrials 9 Achilles 3.9 TMT 10 Manio Vire 3.4 Healthcare 11 Epyx 3.2 TMT 12 Manx Telecom 3.2 TMT 13 ATC 3.0 Services 14 Teufel 2.8 Industrials 15 Schleich 2.4 Consumer & Leisure 16 Americana 2.4 Consumer & Leisure 17 SimonsVoss 2.3 Industrials 18 JLA 2.2 Services 19 Sporting Index 1.7 Consumer & Leisure 20 Atlas 1.2 Services Total 71.6 % of Total Sector Assets TMT 27.9 Healthcare 13.3 Services 9.4 Industrials 7.9 Renewable Energy 5.1 Consumer & Leisure 4.0 Other 7.5 Cash and other liquid assets 24.9 Total 100.0% This statement is a general description of the financial position and performance of the Trust for the period from 1 July 2011 to 6 October 2011. It does not contain any profit forecast or forward looking information. Future performance and share price are likely to be affected by a number of factors, including (but not limited to) general economic and market conditions and specific factors affecting the financial performance or prospects of individual investments within the Trust's portfolio.
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