Mitratech Announces Strategic Investment from OTPP

Hg, the Manager of HgCapital Trust plc ("HGT"), today announces that it has agreed the sale of Mitratech, a leading provider of legal and compliance software.

The terms of the transaction have not been disclosed and closing is subject to customary closing conditions.

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

This transaction values HGT's investment in Mitratech at approximately £49.9 million. This would represent an uplift of £15.1 million (43% or 3.6 pence per share) over the carrying value of £34.8 million in the Net Asset Value ("NAV") of HGT at 28 February 2021.

Note that these figures only relate to HgCapital Trust's share of Hg's overall investment in Mitratech.

Based on the 28 February 2021 reported NAV, the pro-forma NAV of the Trust is expected to be £1.3 billion (or 309.1 pence per share). HGT's liquid resources available for future deployment (including all announced transactions, the proposed full-year dividend payable in May 2021 and equity raised via tap issuance) are estimated to be £155 million (12% of the pro-forma 28 February 2021 NAV). In addition, HGT has access to a £200 million standby facility, which is currently undrawn.

Mitratech Announces Strategic Investment from Ontario Teachers'  

New investment enables Mitratech to continue to drive portfolio expansion with corporate legal, risk and compliance, workflow automation and human resources solutions enabling digital transformation

Austin, Texas and Toronto, Ontario, March 24, 2021 - Mitratech, a leading provider of legal and compliance software, announced today that it has agreed to a strategic investment from Ontario Teachers' Pension Plan Board (Ontario Teachers'). Following completion of the transaction, Hg, a leading global software investor and the majority investor in Mitratech since 2017, will retain a minority interest. TA Associates will sell its minority investment in the business.

With Mitratech's proven portfolio of end-to-end solutions, organizations worldwide are able to implement best practices and standardize processes across all lines of business to automate activities of the corporate legal department, help organizations manage legal complexity, and stay compliant with an ever-changing landscape of risks and obligations. Mitratech serves over 50% of the Fortune 100 and over 500,000 users across the globe. Additionally, over 12,000 law firms, including 100% of the Am Law 200, collaborate with their corporate clients through Mitratech's e-Billing product offerings. 

"Our new partnership with Ontario Teachers' will further support our commitment to enhancing our portfolio of products and support our dedicated and growing customer base with their digital transformation, risk mitigation, and operational excellence," said Mike Williams, CEO of Mitratech. "Hg has been a strong partner for us over the past four years and we look forward to a continued relationship with them."

Ontario Teachers' is one of the world's pre-eminent private equity investors. Through its private equity arm (Private Capital), Ontario Teachers' offers companies flexible, long-term capital and a focus on sustainable value creation. Since launching Private Capital in 1991, Ontario Teachers' has deployed capital in more than 500 investments globally, with a continued focus on investments in the software and technology sectors.

"Mitratech is an exceptional business with a significant and growing suite of mission-critical technology solutions for corporate clients," said Karen Frank, Senior Managing Director, Equities at Ontario Teachers'. "We look forward to supporting Mike Williams and Mitratech's strong management team to drive the next phase of the company's growth, both organically and through strategic acquisitions."

"We've really enjoyed working with the Mitratech team to build a high-quality business in legal technology over the last four years," said Jean-Baptiste Brian, Partner at Hg. "Mark Friedman and the team at ST6 were also instrumental in building a best-in-class software company and we're really proud of what we've achieved together, particularly the operational transformation of the company and an acquisition strategy that has enhanced the customer proposition.  We look forward to supporting Mike and his team in the next phase of growth of Mitratech."

"Since our investment in 2015, Mitratech has ignited growth, expanded globally and broadened its portfolio to solve more customer needs," said Hythem El-Nazer, Managing Director at TA Associates. "We believe Mitratech is well positioned for continued growth in the future and we wish them continued success."

Mitratech and Hg were advised by Lazard as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor. Ontario Teachers' was advised by Evercore as financial advisor and Sullivan & Cromwell LLP as legal advisor.

The terms of the transaction have not been disclosed and closing is subject to customary closing conditions.

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, Ontario Teachers' Pension Plan and Mitratech websites are not incorporated into, and do not form part of, this announcement.