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REG - HgCapital Trust PLC - Half Year Report and Dividend Declaration

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RNS Number : 2261Z  HgCapital Trust PLC  15 September 2025

HgCAPITAL TRUST PLC

INTERIM RESULTS FOR THE PERIOD ENDED 30 JUNE 2025

 

 

 CONTINUED STRONG TRADING GROWTH AND TRANSACTION ACTIVITY IN A CHALLENGING
MACRO ENVIRONMENT

 

London, 15 September 2025:  HgCapital Trust plc ('HgT'), today announces its
interim results for the period ended 30 June 2025.

 

HgT provides investors with a listed vehicle to invest in one the largest and
fastest growing portfolios of unquoted technology companies in Europe(1),
managed by Hg.

 

The objective of HgT is to provide shareholders with consistent long‑term
returns in excess of the FTSE All‑Share Index by investing predominantly in
unquoted businesses where value can be created through strategic and
operational change. This objective has been demonstrated with a 10-year share
price total return of +19.2% p.a., outperforming the FTSE All-Share Index by
+12.4% p.a. over this period.

 

Highlights for H1 2025 include:

 

§ -0.4% NAV per share growth on a total return basis, with net assets of
£2.5 billion

§ -3.8% total share price return, with market capitalisation of £2.4 billion

§ LTM revenue and EBITDA growth of 19% and 18% respectively for the overall
portfolio, with an average EBITDA margin of 33%

§ Investments of £306 million and gross realisations of £165 million

§ Available liquid resources of £432 million (including a £375 million
credit facility, which was undrawn at 30 June 2025)

§ Outstanding commitments to Hg funds totalling £1.4 billion which are
expected to be drawn over the next 4-5 years

 

Based on HgT's share price at 30 June 2025 and allowing for all historic
dividends being reinvested, an investment of £1,000 made 20 years ago would
now be worth £15,317, a total

return of 1,432%. An equivalent investment in the FTSE All-Share Index would
be worth £3,808.

 

Jim Strang, Chairman of HgT, commented:

"The first half of 2025 has proven to be a period of considerable uncertainty.
The change of government in the United States and the significant variability
of policy and actions that ensued have exacerbated what was an already highly
volatile environment. Against this backdrop, the companies within the HgT
portfolio continued to report robust underlying trading performance, with LTM
sales growing at 19% and EBITDA growing at 18% respectively, materially above
the growth rates of their quoted peers. However, any appreciation in HgT's NAV
per share was substantively affected by the reduction in the valuations of
comparable listed companies used to derive the carrying value of the HgT
portfolio."

 

 

David Toms, Head of Research at Hg, commented:

"The core attraction of this sector remains the ability to deliver sustainable
earnings growth through a variety of market environments and against some
extremely volatile macro-economic backdrops. Beyond this, for the portfolio,
M&A remains a key driver of outperformance and market volatility could be
an important driver for new opportunities in this area."

 

SUMMARY performance

 

                       31 August  YTD        30 June  31 December  H1 2025

2025
Total
2025
2024
Total

return
return
 NAV per share         541.2p     -0.1%      539.5p   545.5p       -0.4 %
 Share price           502.0p     -6.2%      515.0p   539.0p       -3.8%
 FTSE All-Share Index             +14.5%                           +9.1%
                                  YTD 2025                         H1 2025

Movement
Movement
 Net Asset Value       £2.5bn     -£20m      £2.5bn   £2.5bn       -£27m

Source: Hg, Factset. All references to total return allow for all historic
dividends being reinvested
Note: Hg undertakes full revaluations of the portfolio on a quarterly basis,
the next process being 30 September 2025, therefore the movement in unrealised
value of the portfolio to the end of August 2025 is predominantly attributable
to FX.

 

Performance overview

Net assets of £2.5 billion, with continued long-term outperformance of the
FTSE All-Share over five, ten and twenty-year periods:

-     NAV per share of 539.5p, a total annual return of -0.4% for the six
months to 30 June 2025.

-     Share price total return of -3.8% over the period.

-     Interim dividend of 2.0p per share (2024 interim dividend 2.0p per
share).

Robust double-digit growth from the portfolio:

-     Revenue and EBITDA growth of 19% and 18% respectively across the
portfolio over the last twelve months, EBITDA margins of 33%.

-     Valuation multiple (EV/EBITDA) of 25.7x and net debt to EBITDA ratio
of 7.4x for the overall portfolio

Continued portfolio activity to drive future value:

-     £165 million of gross realisations. This includes proceeds from
P&I, Citation, Trackunit and smartTrade.

-     Full and partial exits over the last 12 months were achieved at an
average of 11% above their last reported carrying value.

-     Continued investment with £306 million invested on behalf of HgT
into companies that Hg (the Manager) has known for many years and have
demonstrated a track record of strong performance across market cycles.

 

POST PERIOD TO 31 august 2025

§ Pro forma NAV per share of 541.2p, a total return of +0.3% from 30 June.

§ Pro forma Net assets of £2.5 billion.

§ Share price of 502.0p, a total return of -2.5% since 30 June 2025.

Transaction activity

§ £70 million invested by HgT, primarily into A-LIGN and Payworks

Liquid resources and commitments

§ New commitments to Hg Genesis 11 of €350 million and Hg Mercury 5 of
€150 million where we anticipate the first capital calls in 2027.

§ Available liquid resources (including the £375 million credit facility, of
which £28 million was drawn at the end of August) post-completion of all
announced transactions and the interim dividend payable in October 2025, are
£353 million (14% of 31 August pro-forma NAV). Outstanding commitments of
£1.7 billion (70% of 31 August pro-forma NAV).

Outlook

Commentary from Hg (the Manager):

 

The combination of the long-term nature of listed private equity investment,
and the types of growth businesses in which Hg invests, are expected to
continue to drive long-term performance

 

§ Resilient trading performance underpinned by the mission-critical nature of
products and services provided by portfolio companies.

 

§ Selective investment in companies with similar defensive business models,
building a store of future value for HgT

 

§ While the exit market remains challenging, we continue to prioritise
cash-back to clients, including HgT

 

§ We remain excited by the long-term opportunity, as businesses seek to
automate workflows to improve productivity and manage rising labour costs

 

 

(1) By Enterprise Value, Source: Hg, Factset.

Past performance is not a reliable indicator of future results. The value of
shares and the income from them can go down as well as up as a result of
market and currency fluctuations and investors may not get back the amount
they originally invested.

 

 

- Ends -

 

HgT's 2025 Interim Report and results presentation to accompany the results
are available to view at:  http://www.hgcapitaltrust.com/
(http://www.hgcapitaltrust.com/)

 

 

For further details:

HgCapital Trust

Laura Dixon and George Crowe
 
+44 (0)20 8396 0930

laura.dixon@hgcapital.com (mailto:laura.dixon@hgcapital.com)

george.crowe@hgcapital.com (mailto:george.crowe@hgcapital.com)

 

Cadarn

Lucy Clark

lucy@cadarncapital.com (mailto:lucy@cadarncapital.com)
 
+44 (0)7984 184 461

 

Cadarn

David Harris

david@cadarncapital.com (mailto:david@cadarncapital.com)
 
+44 (0)7368 883 211

 

About HgCapital Trust plc

 

HgCapital Trust plc is an investment company whose shares are listed on the
London Stock Exchange (HGT.L). HGT gives investors exposure, through a liquid
vehicle, to a portfolio of high-growth unquoted companies, managed by Hg, 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, see www.hgcapitaltrust.com
(http://www.hgcapitaltrust.com) and www.hgcapital.com
(http://www.hgcapital.com)

LEI: 213800J7QUJJBEFSIN38

 

Interim report and accounts

30 June 2025

 

HgCapital Trust plc (the "Company" or "HgT") announces its interim results for
the 6 months ended 30 June 2025 and the publication of its Interim Report for
the same period.

 

The objective of HgCapital Trust ('HgT') is to provide shareholders with
consistent long-term returns in excess of the FTSE All-Share Index by
investing predominantly in unquoted companies where value can be created
through strategic and operational change

 

Financial and performance highlights

Performance over six months to 30 June 2025

 

The first half of 2025 saw continued investment and realisation activity,
accompanied by robust underlying trading performance across the portfolio.

Jim Strang, Chairman, HgT

 

-0.4%

NAV per share (539.5p)
Six months ended 30 June 2024: +6.4%

 

£2.5bn

Net assets

31 December 2024: £2.5bn

 

-3.8%

Share price (515.0p)

Six months ended 30 June 2024: +12.7%

 

£2.4bn

Market capitalisation

31 December 2024: £2.5bn

 

2.0p

Interim dividend

30 June 2024: 2.0p

 

1.5%

Total annualised ongoing charges

30 June 2024: 1.6%

 

£306m

Invested on behalf of HgT

Six months ended 30 June 2024: £310m

 

£165m

Realisations to HgT
Six months ended 30 June 2024: £308m

£432m

Available liquid resources (17% of NAV)

31 December 2024: £336m (13% of NAV)

 

£1.4bn

Outstanding commitments (55% of NAV)

31 December 2024: £735m (29% of NAV)

( )

Note: NAV per share and share price return on a total return basis assuming
all historical dividends have been re-invested, which is an Alternative
Performance Measure ('APM'). Please see the definitions of the APM's in the
glossary pages 66 to 67 of the full Interim Report.

 

The investment portfolio

A snapshot as at 30 June 2025

The core attraction of this sector remains the ability to deliver sustainable
earnings growth through a variety of market environments and against some
extremely volatile macro-economic backdrops. Beyond this, for the portfolio,
M&A remains a key driver of outperformance and market volatility could be
an important driver for new opportunities in this area.

David Toms, Head of Research, Hg

 

+19%

LTM sales growth

30 June 2024: +19%

 

+18%

LTM EBITDA growth

30 June 2024: +26%

 

33%

EBITDA margin

30 June 2024: 34%

 

25.7x

EV to EBITDA multiple

31 December 2024: 26.1x

 

7.4x

Net debt to EBITDA ratio

31 December 2024: 7.4x

 

Please see pages 42 to 47 of the full Interim Report.

The portfolio composition changes as a result of investment and realisation
activity, which may mean prior period metrics are not directly comparable.

Past performance is not a reliable indicator of future results. The value of
shares and the income from them can go down as well as up as a result of
market and currency fluctuations and investors may not get back the amount
they originally invested. Figures are based on all investments as at the
balance sheet date and basis of calculation can therefore change year on year.

 

 

Chairman's statement

 

The first half of 2025 has proven to be a period of considerable uncertainty.
The change of government in the United States and the significant variability
of policy and actions that ensued have exacerbated what was an already highly
volatile environment. Against this backdrop, the companies within the HgT
portfolio continued to report robust underlying trading performance, with LTM
sales growing at 19% and EBITDA growing at 18% respectively, materially above
the growth rates of their quoted peers. However, any appreciation in HgT's NAV
per share was substantively affected by the reduction in the valuations of
comparable listed companies used to derive the carrying value of the HgT
portfolio. The HgT share price declined by 3.8% and the NAV per share by 0.4%
in the period.

Jim Strang
Chairman, HgT

 

The first half of 2025 was an active period for new investments and
realisations. This was accompanied by robust underlying trading performance
across the existing portfolio. The deal markets for private equity
transactions continued to gradually improve over the period, aided by
increased investor confidence and more accommodative conditions in credit
markets. Furthermore, the kind of high-quality software businesses that form
the HgT portfolio continued to perform despite the challenging macro-economic
conditions and are viewed as some of the most attractive areas in which to
invest across private markets.

 

The portfolio delivered strong growth in sales and profitability with LTM
sales growth of 19% and EBITDA growth of 18% respectively. The EBITDA margin
across the portfolio averaged 33%. Hg continues to refine and enhance its
in-house value creation capabilities to support these portfolio companies in
reaching their ambitious growth targets, making a significant contribution to
performance achieved. Hg consistently invests in its own team to support
portfolio value creation and now has over 60 full time team members deployed
in this area working collaboratively with portfolio company management teams.
AI remains an area of major focus for the value creation team which seeks to
lead on how to successfully leverage this new technology through its own work
and through a number of strategic partnerships with leading players in AI,
notably Anthropic (Claude), Replit, Cognition Labs (Devin and now Windsurf),
Forethought, Intercom, and this network continues to grow.

 

Highlights to 30 June 2025 included:

•  (3.8)% total share price return

•  (0.4)% NAV per share total return, with net assets of £2.5 billion

•  LTM revenue and EBITDA growth of 19% and 18% for the portfolio, with an
average EBITDA margin of 33%

•  Investments of £306 million and gross realisations of £165 million

•  £432 million of liquid resources available, including a £375 million
credit facility, which was undrawn at 30 June 2025

•  £1.4 billion of outstanding commitments to Hg funds to be invested
over the next four to five years

 

Performance

The NAV of HgT over the first six months of 2025 was largely flat with a 0.4%
decline on a total return basis, as the positive contribution from strong
trading in the underlying portfolio was offset by a contraction in multiples
from companies in the HgT valuation basket and by adverse FX movements (see
charts on page 31 of the full Interim Report for full details).  Following a
decline in NAV in the first quarter of 2025 (-2.0%), performance was positive
in the second quarter (+1.6%) driven by strong earnings growth. HgT's share
price saw a total return of -3.8% over the six-month period. On a long-term
basis, HgT has seen a share price CAGR on a total return basis of 19.2% p.a.
over the past 10 years, outperforming the FTSE All Share index by 12.4% p.a.

 

Total net assets of HgT at 30 June 2025 were £2.5 billion. An analysis of NAV
movements and movement within the underlying portfolio is set out on pages 30
and 31 of the full Interim Report.

 

At the end of June 2025, the HgT portfolio consisted of 57 investments, all of
which focus on mission-critical B2B software and technology enabled service
applications. This portfolio has continued to perform well, delivering revenue
and EBITDA growth of 19% and 18% respectively over the last 12 months,
reflecting the defensive growth and recurring revenue nature of these
businesses. Profitability continues to be strong with an average EBITDA margin
of 33% across the portfolio. These businesses typically exhibit highly
predictable forward cash flows and are appropriately financed (on an
individual basis), including significant debt covenant flexibility around
their financial structures. The average ratio of net debt to EBITDA across the
portfolio at the end of the period was 7.4x (December 2024: 7.4x), while the
average valuation multiple for the portfolio was 25.7x EV-to-EBITDA (December
2024: 26.1.x), which implies that debt accounts for less than 30% of the
average portfolio company capital structure. This allows for a significant
equity cushion within the portfolio, reflecting the thoughtful approach to
leverage, and is consistent with similar peer companies in the market.
Notably, Hg has a dedicated debt capital markets team which continually
monitors and manages the capital structures of the underlying portfolio
companies to ensure they are as robust and flexible as possible in terms of
tenor, interest cost and maturity.

 

As regards dividends, HgT aims to achieve long-term growth in the net asset
value per share and in the share price, rather than to deliver a specific
dividend yield, with the dividend primarily determined by the level of income
from the underlying portfolio, which can vary over time. As regards the
current financial year, the Board HgT has declared an interim dividend of 2.0
pence per share (June 2024: 2.0 pence per share), payable in October.

 

Dividend: see page 63 of the full Interim Report.

Dividend re‑investment plan: page 63 of the full Interim Report.

 

Trading across the portfolio remains robust, delivering strong growth in sales
and profitability at attractive margins, the key driver of long-term
performance for HgT and its shareholders. Despite the challenging market
conditions, Hg continues to deliver a steady flow of liquidity events across
the portfolio.

 

Investments and realisations

HgT saw significant continued investment activity over the first half of 2025,
with a total of £306 million of new and follow-on capital deployed over the
period in nine transactions, including further investments into IFS, P&I,
Citation and a new investment in Scopevisio. This total includes £34 million
of co-investment (on which HgT does not pay management fees or performance
fees). Further investments to finance bolt-on M&A are an area which Hg has
highlighted as particularly attractive in the current environment and where
the sector-leading businesses across the portfolio can improve their relative
market positions, product and service offering.

 

Post-period, investment of £53 million was made into A-LIGN, a new portfolio
company, including a £4.0 million co-investment, which completed in August
2025, and £17 million into Payworks, a Canadian leader in total workforce
management, which was announced in September 2025.

HgT has increased its exposure to co-investments over the period, with further
investment expected over the next twelve months. HgT currently has just over
10% of net assets in co-investment (vs 9% in December 2024) in line with HgT's
long-term goal of 10-15%. Increasing the allocation to co-investments allows
HgT to utilise more fully its available liquid resources, to improve returns
and to reduce the overall fee for shareholders.

 

Despite the challenging market conditions, Hg delivered a number of liquidity
events across the portfolio.  Over the period under review, six such
transactions were completed, including the full and partial exits of
smartTrade and Trackunit with additional proceeds generated from partial sales
of P&I and Citation. In aggregate, HgT saw £165 million in realisations
from the underlying portfolio, representing 7% of opening net assets. This
continues a track record of strong realisation activity, which has generated
liquidity of 24% of opening net assets on average for the preceding five
financial years.

 

Exits over the last 12 months (LTM) achieved an average of 11% above carrying
value. Valuations remain an area of continued focus for the HgT Audit
Valuation and Risk Committee ('AVRC'), with a long-term record of exits above
carrying values.

 

This realisation activity continues to distinguish Hg in a market environment
where generating liquidity remains challenging. Hg's recent record of
delivering more than £9 billion of total realisation proceeds to its
investors (including HgT) over the last two years highlights the fundamental
strengths and attractiveness of the underlying portfolio to both trade and
financial buyers.

 

Portfolio transaction activity: see pages 36 to 39 of the full Interim Report.

 

Fundraising

In line with HgT's long-term investment model, a number of new commitments
were made in the period to the next series of funds being raised by Hg. Hg
continues to demonstrate a disciplined approach to fundraising, matching their
desired fund size targets to the deal opportunities they are tracking. In Q1
2025, HgT committed $1.0 billion to Hg's Saturn 4 fund, with additional new
commitments in July to Hg Genesis 11 of €350 million and Hg Mercury 5 of
€150 million. All new fund commitments benefit from a subscription facility,
meaning that Hg Saturn 4 will be drawn from 2026 and Hg Genesis 11 and Hg
Mercury 5 anticipate the first capital calls in 2027. The Board has the
ability to further increase these Hg Genesis and Hg Mercury commitments in
later quarters as those fundraisings progress. These commitments will also
benefit from sitting behind subscription facilities. As for previous vintages,
HgT maintains its specific 'opt out' right on these new fund commitments (see
Balance sheet section below).

 

As shareholders will be aware, committing to Hg's future funds is the single
greatest lever HgT has to support the long-term growth in NAV.  Participating
in this latest fundraising process will continue to underpin HgT's long‑term
growth while the sizing of these commitments is appropriate for the financial
resources available to the company. HgT continues to participate in this
vintage as Hg's largest single client.

 

Hg funds: see page 24 of the full Interim Report.

 

Capital Allocation

As part of the Board of HgT's commitment to shareholders, our primary
objective is to maximise investment returns through a disciplined approach to
the allocation of available liquid resources. This incorporates the ongoing
monitoring by the Board, working with the Manager, of forecast cash flows and
estimated returns. As I have stated in past reports, the Board continually
seeks ways to improve the effectiveness of governance. As part of this
process, much attention has been devoted to the topic of capital allocation,
including listening to shareholder feedback. The approach, framework and tools
adopted are set out below.

 

Investments

At the core of the capital allocation policy is the imperative to drive
compelling investment returns for shareholders. HgT has delivered strong
shareholder returns to investors over a period of more than two decades, a
fact highlighted by the Association of Investment Companies ('AIC').

 

The Board seeks to maintain this impressive track record by continuing to
access the repeatable returns delivered by the Hg investment platform over the
long-term. HgT's commitments to Hg funds ensure that HgT maintains exposure to
Hg's deal flow, which is the single biggest driver of investment opportunities
with the potential to generate long-term returns. As such, the first priority
of the Board is to ensure that HgT is positioned to access these returns to
the fullest extent possible, at acceptable levels of risk. This includes
co-investment opportunities (free of management fees and performance fees), in
what remains an attractive investment environment.

 

Buybacks

From time to time, market conditions can create divergence between the share
price of HgT and its net asset value. The Board, the Manager and HgT's broker
monitor such divergence closely, following a clearly defined share buyback
framework. The Board has developed a process with a number of 'triggers' set
by absolute and relative levels of share price discount over various time
periods. Where two or more such 'triggers' are activated, the Board formally
considers the appropriateness of buying back shares, giving due regard to the
relative merits and opportunity costs of doing so on long term NAV growth.

 

Dividends

Dividends payable by the company are in part determined by the levels of
income that are generated by the underlying assets of the portfolio. As deal
structures used by Hg have evolved, the level of income generated has trended
lower in recent years, albeit it can easily vary from one year to the next. In
this context, the Board has in recent years guided shareholders to viewing 5p
per share as a reasonable basis for a dividend 'floor'.

 

Business Model - Dividends: see page 15 of the full Interim Report.

Shareholder information - Dividends: see page 63 of the full Interim Report.

 

Debt facility

The final element of the capital allocation policy relates to the use of
leverage. HgT maintains a Revolving Credit Facility of £375 million (c.15% of
net assets) to support the implementation of the investment strategy.

 

Balance sheet

A key role of the Board is to balance considerations of HgT's future
commitments to Hg funds, balance sheet and cash position, while maintaining a
clear focus on risk. This is a continuous cycle of activity which has to adapt
to unpredictable events. HgT has invested in upgrading the systems used to
manage this process, aligning them with similar tools that Hg uses to manage
its own cash-flow forecasting. As a result, the Board benefits from the
ability to assess the various scenarios with a greater degree of granularity
which should enhance the quality of decision making.

 

As one of the tools used to manage the balance sheet, HgT has a revolving
credit facility to support the investment programme and to improve balance
sheet efficiency. In 2024, HgT increased its facility to £375 million,
representing c.15% of NAV, consistent with the historical sizing of this
facility. This will aid HgT's future cash flow management, allowing it to
remain more fully-invested across the cycle

 

As a reminder, HgT benefits from an 'opt out' clause within its underlying
investment agreements with Hg (please refer to business model on page 14 of
the full Interim Report for further details), which provides a useful risk
management tool as the Board seeks to manage and optimise the HgT balance
sheet.

 

Impact and sustainability

The Board and the Manager, Hg, continue to increase their focus on using
sustainability as a value creation tool. We share a firmly held view that not
only should the financial returns to shareholders be attractive but, they must
be delivered in a manner which is consistent with our responsibility to
society. As a technology investor, the Board understands the need to ensure
that those businesses in which we invest reduce their carbon footprint and
contribute to tackling climate change.

 

The UN Principles for Responsible Investment (UNPRI) assessment of Hg's
approach to responsible investment is 5* (94%) for policies and stewardship
and 5* (97%) for Private Equity, and the Board of HgT meets regularly with the
Hg Responsible Investment team to ensure that Hg's work is well understood and
endorsed by the Board. As we have previously reported, Hg launched The Hg
Foundation in 2020 - a charitable enterprise which provides funding and
operational support to initiatives across Europe, the UK and the US. The Hg
Foundation's goal is to have an impact on the development of those skills and
learning most required for employment within the technology industry, focusing
on individuals who might otherwise experience barriers to access this
education. The Foundation is funded by the Hg management company and its team
members.

 

Sustainability: see page 26 of Hg's review of the full Interim Report.

The Hg Foundation: see page 27 of Hg's review of the full Interim Report.

 

Reporting and Transparency

The Board continues to look at ways to increase the effectiveness of
communications for shareholders.

 

As part of this initiative, HgT now provides preliminary trading updates post
period ends, which provide our shareholders with earlier guidance on the
performance of HgT ahead of the full year and interim results, but after
review by the HgT Audit Valuation and Risk Committee ('AVRC') and approval by
the HgT Board.

 

HgT has also engaged with third-party marketing specialists to increase the
scope and reach of its marketing activities in the UK and overseas, where
regulations permit.

 

The HgT website and social media presence are constantly reviewed in order to
continue to improve our dissemination of information to all shareholders and
there are additional initiatives in progress to further increase shareholder
engagement.

 

HgT website: hgcapitaltrust.com

 

Board and governance

In late 2024 we commenced the process to find a new Non‑Executive Director
and an external search firm was engaged to support the Nomination Committee
and the Board in delivering a successful outcome, noting the skills and
experience which would be most additive to HgT.

 

We were pleased to announce in July the appointment of Graham Paterson to the
Board. Graham is an experienced investment professional with over 25 years'
experience in private equity and as a chartered accountant, brings a unique
combination of skills and personal strengths that are highly complementary to
HgT now, and as we continue to execute our strategy of investing in a
portfolio of high-growth private companies in the software and services
sector.

 

On appointment to HgT, he joined the Audit, Valuation and Risk Committee, the
Nomination Committee and the Management Engagement Committee. Subject to his
election at the Company's 2026 Annual General Meeting ('AGM') in May 2026,
Graham will take on the role of HgT's Chair of the Audit, Valuation and Risk
Committee, replacing Richard Brooman, who will retire from the Board at the
conclusion of that AGM.

 

Nomination Committee report see page 106 of the 2024 Annual Report governance
section.

 

Prospects

The elevated risk levels discussed in the 2024 Annual Report remained a factor
over the first six months of 2025 and HgT has continued to navigate these.
Amongst key external risks, both geo-political risk and cyber risk are
expected to remain elevated, and the environment in which HgT operates remains
volatile. Risk is very much front and centre of the considerations of the
Board. We continue to refine and enhance the tools and processes used to
identify, articulate and mitigate the risks HgT faces.

 

While aware of the uncertain world in which HgT is operating and the potential
impact on factors such as foreign exchange and public valuations, which remain
outside of the company's control, the Board remains positive on the outlook
for trading across the portfolio.

 

HgT benefits from the outstanding quality of Hg as manager and from the
successful investment strategy Hg has developed, investing in resilient
businesses with strong repeat revenue B2B models, which solve key business
problems for their numerous customers around the world. The investment
"machine" that drives the performance of HgT is working well, delivering
attractive new opportunities for the portfolio while continuing to
successfully monetise successful exits from the mature assets HgT holds.
Trading across the portfolio remains robust, delivering strong growth in sales
and profitability at attractive margins, the key driver of long-term
performance for HgT and its shareholders.

 

Jim Strang

Chairman

12 September 2025

 

 

 

Manager's update

 

Sustainable earnings growth through a variety of market environments and
against some extremely volatile macro-economic backdrops remains key and I am
comfortable to repeat previous expectations of good double-digit earnings
growth to continue.

David Toms

Head of Research, Hg

 

While market volatility may persist, our focus remains on carefully targeting
and acquiring the highest quality products and providers in our clusters,
driving operational excellence and executing our proven M&A strategy.

Luke Finch

Head of Client Services, Hg

 

The first six months of 2025 have been a rollercoaster ride - following a very
weak Q1 (-11%), public market software (as measured by the IGV ETF that we use
as a proxy) delivered its second-strongest quarter in the past twenty years
with a 23% increase in Q2. When we zoom out a little to look at the first
half, the net effect of this volatility is more limited, with a 9% increase in
software in H1, and a 5% increase in the broader public market.

 

Our analysis shows that within software, the growth of the total revenue of
all software companies combined (i.e. the weighted growth rate), has been more
stable than the average growth rate of individual companies (i.e. the
unweighted growth rate). At present, this total growth rate is outperforming,
in our view this is a result of customers focusing largely on mission-critical
software and established vendors. In turn, this suggests tight control of IT
budgets and a tougher macro-economic backdrop.  This is consistent with our
own experience with the Hg portfolio. Winning new customers, is challenging at
present. Meanwhile, established products remain relatively robust.

 

Historically, the mission-critical software that we focus on, has had two
differentiating factors vs the broader market. First, our portfolio tends to
lag the broader market as we are at the most mission-critical end of the
sector, thus the last area to experience any cutbacks. Changes in customer
sentiment only have a limited near-term impact on revenue, with the vast
majority of our revenue arising from an existing customer base. Second, it has
seen a much softer, attenuated cycle vs the industry - our organic growth
topped out around 15% in 2021, lower than the peak industry growth rate. It
has also stayed ahead of the c. 7% industry trough: i.e. the organic growth of
our portfolio behaves like an even steadier version of the overall software
market. Although our companies are not as big as the megacaps that drive the
total industry performance, they share the same predictable growth
characteristics, reflecting the geographically focused vertical market
software in which we invest. Each of our companies might be much smaller than
SAP or Oracle, but to their customers in their specific niches, they are as
important and mission-critical.

 

As we have previously indicated, in any quarter, there are two main factors
influencing our valuations:

•   Valuation change in public comparators, of which we, very broadly, see
around half the impact in any one quarter. Our valuation model is driven
partly by such inputs, but also by less volatile, longer-term M&A
comparables in the public and private markets.

•   Our multiples are generally directionally similar to US public
software indices, albeit more muted (in both directions). However, at times
there can be modest divergence, generally reflecting the precise mix of comps
that we use and the relative weightings of those. In Q2 for example, there
were some particularly large positive movements in comps that have a high
weighting in the index but low or no weighting in our methodology.
Additionally, we use a number of key European comps that are not represented
in the major US indices.

•   Growth in earnings. Our companies have typically grown their EBITDA by
10-15% organically each year, i.e. c. 3% each quarter, and approximately
double this on an 'all in' basis including M&A.

 

The relative pace of both movements (rating changes can be relatively rapid;
earnings growth tends to be much steadier) dictates movements in any one
quarter, but over time, earnings growth tends to dominate.

 

Looking to the rest of 2025: the core attraction of the sector remains its
ability to deliver sustainable earnings growth through a variety of market
environments and against some extremely volatile macro-economic backdrops. As
a result, I'm comfortable to repeat previous expectations of good double-digit
earnings growth. Beyond this, for our portfolio, M&A remains a key driver
of outperformance for Hg and market volatility could be an important driver
for new opportunities in this area.

 

Outlook

As we navigate the second half of 2025, we remain focused on the fundamentals
that have served us well: backing mission-critical software businesses with
leading products and strong positions with clear paths to value creation
leveraging our capabilities and IP. The stabilisation we are starting to see
in the broader software market suggests we should see improving trading
momentum into 2026. Our continued investments in AI capabilities and the
expansion of our serial chair program position us well to capture the
significant opportunities ahead, particularly as agentic AI moves from
potential to productivity, in products that are offered to customers across
our portfolio.

 

 

 

Overview of the underlying portfolio held through HgT's limited partnerships

 Investments                   Fund             Cluster                                 Location     Year(1)  Residual   Total          Portfolio         Cum.

 (in order of value)                                                                                          cost       valuation(2)   value             Value

                                                                                                              £000       £000           %                 %
 1            Visma            S1/S2/S3/HGT     Tax & Accounting/ERP & Payroll          Scandinavia  2024     209,271    368,254              12.0           12.0
 2            IFS              S3/S4/HGT        ERP & Payroll                           Scandinavia  2022     225,415    299,754             9.7             21.7
 3            Access           S3/G8/HGT        ERP & Payroll                           UK           2020     165,037    248,619             8.0             29.7
 4            P&I              S1/S4/HGT        ERP & Payroll                           Germany      2025     152,614    205,387             6.6              36.3
 5            Howden           S2/HGT           Insurance                               UK           2021     85,825     176,479             5.7             42.0
 6            Septeo           G9/G10/HGT       Legal & Regulatory Compliance           France       2020     63,058     126,021            4.1              46.1
 7            Auditboard       S3/HGT           Legal & Regulatory Compliance           N.America    2024     114,482    122,160             3.9             50.0
 8            Litera           G8/G9            Legal & Regulatory Compliance           N.America    2019     28,919     118,681             3.8             53.8
 9            Ideagen          G10/G9/M3        Legal & Regulatory Compliance           UK           2022     66,448     98,987              3.2             57.0
 10           IRIS             S3/HGT           Tax & Accounting/ERP & Payroll          UK           2024     75,381     86,792              2.8             59.8
 11           FE fundinfo      M2/G9            Fintech                                 UK           2021     26,357     79,596              2.6             62.4
 12           team.blue        G10/HGT          Tech Services                           Benelux      2022     35,911     65,179             2.1              64.5
 13           Sovos            S2/HGT           Tax & Accounting                        N.America    2020     49,593     63,035              2.0             66.5
 14           insightsoftware  S2/HGT           Tax & Accounting                        N.America    2021     53,493     55,722             1.8              68.3

 15           Caseware         G8               Tax & Accounting                        N.America    2020     21,255     54,790             1.8              70.1
 16           Gen II           G9               Fintech                                 N.America    2020     20,679     53,180             1.7              71.8
 17           GGW              S3               Insurance                               Germany      2024     45,875     51,022             1.6              73.4
 18           Azets            G7/HGT           Tax & Accounting                        UK           2016     26,505     48,810             1.6              75.0
 19           Waystone         S2/HGT           Legal & Regulatory Compliance           UK           2022     46,269     48,059             1.6              76.6
 20           Rhapsody         M2/M3/HGT        Healthcare IT                           N.America    2022     20,757     45,744             1.5              78.1
 21           LucaNet          G9               Tax & Accounting                        Germany      2022     20,050     44,994             1.5              79.6
 22           Benevity         S2/HGT           ERP & Payroll                           N.America    2021     32,124     44,342             1.4              81.0
 23           HHA              G9               Healthcare IT                           N.America    2021     24,633     39,395             1.3              82.3
 24           Ivalua           G10              Tax & Accounting                        France       2024     33,030     38,193             1.2              83.5
 25           Project CH       S2               Tax & Accounting                        Germany      2021     18,159     35,788             1.2              84.7
 26           Trackunit        G9/HGT           Automation & Engineering                Scandinavia  2021     35,011     33,682             1.1              85.8
 27           Ncontracts       G10              Legal & Regulatory Compliance           N.America    2024     31,404     31,858             1.0              86.8
 28           Citation         G10              Tech Services                           UK           2025     30,648     30,295             1.0              87.8
 29           Prophix          G9               Tax & Accounting                        N.America    2021     12,458     28,102              0.9             88.7
 30           Norstella        M2/G9/HGT        Healthcare IT                           N.America    2020     24,730     27,393              0.9             89.6
 31           Intelerad        G8               Healthcare IT                           N.America    2020     11,870     25,149              0.8             90.4
 32           CINC             M4/HGT           Tax & Accounting                        N.America    2024     19,235     22,779              0.7             91.1
 33           Geomatikk        M2/HGT           Tech Services                           Scandinavia  2021     11,392     22,315              0.7             91.8
 34           Focus Group      G10              Tech Services                           UK           2024     21,876     21,025              0.7             92.5
 35           Blinqx           M3/HGT           ERP & Payroll                           Benelux      2022     13,749     20,536              0.7             93.2
 36           Auvesy           M3               Automation & Engineering                Germany      2021     8,130      20,060              0.6             93.8
 37           Fonds Finanz     M3               Insurance                               Germany      2022     8,309      19,847              0.6             94.4
 38           Pirum            M3/HGT           Fintech                                 UK           2022     13,928     18,762              0.6             95.0
 39           Cube             M4               Legal & Regulatory Compliance           UK           2024     10,508     16,145              0.5             95.5
 40           GTreasury        M4/HGT           Tax & Accounting                        N.America    2023     14,957     15,180              0.5             96.0
 41           Ctaima           M4               Legal & Regulatory Compliance           Spain        2024     12,005     14,904              0.5             96.5
 42           Bright           M3               ERP & Payroll                           Ireland      2021     6,529      13,495              0.4             96.9
 43           JTL              M4               ERP & Payroll                           Germany      2023     7,559      13,381              0.4             97.3
 44           Serrala          G9               Tax & Accounting                        Germany      2021     23,086     13,181              0.4             97.7
 45           Workwave         S3/HGT           ERP & Payroll                           Scandinavia  2022     11,352     12,482              0.4             98.1
 46           Empyrean         M4               Fintech                                 N.America    2024     11,408     11,794              0.4             98.5
 47           NomadIA          M3               ERP & Payroll                           France       2023     7,815      11,357              0.4             98.9
 48           Mitratech        G7/HGT           Legal & Regulatory Compliance           N.America    2017     3,328      11,348              0.4             99.3
 49           Quantios         M3               Fintech                                 UK           2022     6,697      8,711               0.3             99.6
 50           Induver          M4               Insurance                               Benelux      2024     5,230      6,823               0.2             99.8
 51           MyUniSoft        G10              Tax & Accounting                        France       2024     4,692      5,458               0.2           100.0
 52           Scopevisio       M4               ERP & Payroll                           Germany      2025     4,826      4,963               0.2           100.2
 53           F24              M2/HGT           Tech Services                           Germany      2020     3,625      4,193              0.1            100.3
 54           Revalize         G9               ERP & Payroll                           N.America    2021     18,839     4,123              0.1            100.4
 55           Nitrogen         M3/HGT           Fintech                                 N.America    2021     15,868     4,014              0.1           100.5
 56           Ascendia         S3               Insurance                               Germany      2025     2,420      2,738              0.1            100.6
 57           ASS              G8               Automation & Engineering                Germany      2017     15,865     -                  -              100.6
              Total buyout investments (57)                                                                   2,090,489  3,115,076           100.6         100.6
              Other                             Hedges                                                                   (19,556)             (0.6)        100.0
              Total all investments                                                                           2,090,489  3,095,520           100.0         100.0

 

 

(1  ) Where re-investment has occurred the investment date is based on the
closing of the largest tranche of the investment holding.

(2  ) Including accrued income of £94.0 million. Note that this is summary
of the underlying investments held indirectly by HgT at fair value within the
fund limited partnerships. Please refer to page 35 of the full Interim Report
for a reconciliation to the fair value of the funds held directly by HgT.

 

Dividend

The interim dividend proposed in respect of the year ending 31 December 2025
is 2.0 pence per share.

 Ex-dividend date                                                25 September 2025

 (date from which shares are transferred without dividend)
 Record date                                                     26 September 2025

 (last date for registering transfers to receive the dividend)
 Last date for registering DRIP instructions (see below)         10 October 2025
 Dividend payment date                                           24 October 2025

 

Further Information

HgT's Interim Report for the six months ended 30 June 2025 will be available
today on www.hgcapitaltrust.com (http://www.hgcapitaltrust.com/)

It will also be submitted shortly in full unedited text to the Financial
Conduct Authority's National Storage Mechanism and will be available for
inspection at  data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)   in accordance
with DTR 6.3.5(1A) of the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.

 

ENDS

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other website) is
incorporated into, or forms part of, this announcement.

 

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.   END  IR LTMPTMTMBBMA

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