Hg, the Manager of HgCapital Trust plc ("HGT"), today announces an investment in BrightPay and Relate Software ("Relate"). The two businesses will join forces to create a software champion serving payroll and accounting bureaus and SMEs across the Republic of Ireland and the United Kingdom. Hg will become majority investor in the combined business.

Terms of the deal are not disclosed.

HgCapital Trust plc will invest approximately £6.6 million in the combined business, with other institutional clients of Hg investing alongside HGT through the Hg Mercury 3 Fund.

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

Note that these figures only relate to HGTs share of Hg's overall investment in BrightPay and Relate.

This transaction values HGT's existing investment in BrightPay at £35.3 million, representing an uplift of £14.7 million (3.3 pence per share). Based on the 31 August 2021 reported NAV, the pro-forma NAV of the Trust (including the impact of all announced transactions and equity raised via tap issuance) is expected to be £1.68 billion (or 377.7 pence per share). HGT's liquid resources available for future deployment (including all announced transactions, the interim dividend payable in October and equity raised via tap issuance) are estimated to be £234 million (14% of the pro-forma 31 August 2021 NAV of £1.67 billion).

The investment will reduce HGT's outstanding commitments to invest in Hg transactions to approximately £504 million (30% of the pro-forma 31 August 2021 NAV).

BrightPay and Relate Software join forces

to create an accounting & payroll software champion

The combined business will provide an integrated suite of cloud payroll and accounting software tools for accounting bureaus and small to mid-sized businesses in the UK and Ireland.

Dublin, Republic of Ireland, and London, United Kingdom. 28^th September 2021. BrightPay, a leading provider of payroll and HR software solutions, and Relate Software ("Relate"), a champion in post-accounting, practice management and bookkeeping software, today announce that they have agreed to join forces to create a software champion serving payroll and accounting bureaus and SMEs across the Republic of Ireland and the United Kingdom.

Paul Byrne, co-founder and CEO of BrightPay, and Ray Rogers, co-founder and CEO of Relate, will remain as significant investors in the combined business and will become co-CEOs. Ross Webster and Richie McMahon, also co-founders of BrightPay and Relate respectively, will also remain as investors and will continue to focus on developing the combined business' best-in-class product suite.

Hg, a leading software and services investor with over two decades' experience in growing tax & accounting technology businesses across Europe and North America, will become majority investor in the combined business.

The two complementary businesses will bring together their operational strengths and sector-leading products whilst, with the support of Hg, investing further in new cloud innovations to deliver increased automation, efficiency and value for their customers. The combined group will have over 190 employees and has plans to further grow headcount to continue providing best-in-class services and support for its payroll, accounting and SME customers across both the UK and Ireland.

Paul Byrne, founder and CEO of BrightPay, said: "We are delighted to be joining with Ray and his team at Relate. They have a proven track record in a sector we know well and, together, we will aim to be a leading solution for many businesses and accountancy firms. We are also delighted that Hg continues to support us. Their deep sector knowledge has proven invaluable to us and will be instrumental in fuelling the further growth of BrightPay/Relate."

Ray Rogers, founder and CEO of Relate, said: "Combining products from both businesses will provide a compelling offering for our customers, with the scope and backing for further innovation and development. I'm looking forward to working with Paul and am also excited to welcome Hg, a leading software investor with a track record of supporting growth in Irish software businesses."

Jonathan Boyes, Hector Guinness and Thomas Martin at Hg, said: "Both BrightPay and Relate are very highly regarded businesses and champions in their field. The two companies bring together core operational strengths whilst also unlocking a high-quality, complementary suite of products to a newly combined customer base. We're proud to bring together this highly accomplished team. This is a sector and region we know deeply and we are excited for what we'll all be able to achieve together."

The terms of the transaction are not disclosed.

For further details:

Hg

Laura Dixon                                                                                                                        +44 (0)20 8396 0930

Brunswick

Samantha Chiene                                                                                                            +44 (0)207 404 5959

[email protected]

About HgCapital Trust plc

HgCapital Trust plc, whose shares are listed on the London Stock Exchange (ticker: HGT.L), gives investors exposure through a liquid vehicle to a portfolio of high-growth private companies in the software and services sector. The selection of new investments and creation of value in these businesses are 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, please see www.hgcapitaltrust.com.

The contents of the Hg, HgCapital Trust, BrightPay and Relate Software websites are not incorporated into, and do not form part of, this announcement.