Circular re Subscription Notice

HgCapital Trust plc (the "Company")

Circular re exercise of Subscription Rights

The Board has today sent to holders of redeemable subscription shares of 1p each in the Company (the "Subscription Shares") a circular (the "Circular"):

(i) reminding them that they have the right ("Subscription Right") (but not the obligation) to subscribe in cash for ordinary shares of 25p each in the Company (the "Ordinary Shares") on 31 May 2013 (the "Final Subscription Date") at 1025p per share (the "Subscription Price");

(ii) informing them that within seven days following the Final Subscription Date (i.e., by 7 June 2013) the Company will appoint a trustee to act on behalf of the holders of all outstanding Subscription Shares; and

(iii) informing them that upon the lapse of Subscription Rights attaching to any Subscription Shares in accordance with the company's articles of association, such Subscription Shares will be reclassified as deferred shares and immediately redeemed at a price not exceeding 1 pence for all the deferred shares redeemed.

31 May 2013 is the final subscription date and there will be no further opportunity for you to exercise Subscription Rights.

The Subscription Rights are exercisable by notice to the Company during the period of 30 days up to and including the Business Day before 31 May 2013. Please note that the right to exercise Subscription Rights will lapse after 30 May 2013 (being the Business Day immediately preceding the last Subscription Date of 31 May 2013).

In the event that any Subscription Shares remain outstanding after the Final Subscription Date the Company will, within seven days appoint a trustee (the "Final Subscription Trustee") to either:

(i) exercise all of the outstanding Subscription Rights and sell in the market the Ordinary Shares resulting from such exercise; or

(ii) accept any offer available to Subscription Shareholders for the purchase of the outstanding Subscription Shares and distribute pro rata the proceeds of any such sale or acceptance of any such offer less any costs to in accordance with the Company's articles of association.

Upon the lapse of Subscription Rights attaching to any Subscription Shares in accordance with the company's articles of association, such Subscription Shares will be reclassified as deferred shares and immediately redeemed at a price not exceeding 1 pence for all the deferred shares redeemed. 

The exercise of Subscription Rights by the holders of Subscription Shares is subject to the terms and conditions attached to the Subscription Shares as described in Part V of the Company's prospectus dated 11 March 2010 and the Company's articles of association.

The terms and conditions of the Subscription Shares allow for the Subscription Shares to be held in certificated form or in uncertificated form (i.e. in CREST), in accordance with the Uncertificated Securities Regulations 2001. Accordingly, the procedure for exercising Subscription Rights depends on whether the Subscription Shares are held in certificated form or uncertificated form. Full details of the procedure are set out in the Circular.

The Company's Directors make no recommendation as to whether holders of Subscription Shares should exercise their Subscription Rights.

The Ordinary Shares resulting from the exercise of the Subscription Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant Ordinary Shares).

The Ordinary Shares arising on the exercise of Subscription Rights will be allotted and issued within 14 days of the Final Subscription Date (being 31 May 2013) (and with effect from that date). Holders of Subscription Shares should note that under the Company's usual timetable for the declaration of dividends, Ordinary Shares issued following the exercise of Subscription Rights on the Final Subscription Date in May 2013 would be issued after the record date relating to the dividend of 23p per share declared in March 2013, relating to the 2012 results, and will not qualify to receive that dividend, but will qualify for any subsequent dividend declared after their issue

The information in this announcement should be read in conjunction with the full text of the Circular dated 25 April 2013. Capitalised terms used but not defined in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Circular.

The Company will submit the Circular to the National Storage Mechanism and it will shortly be available for inspection at www.hemscott.com/nsm.do.

Enquiries:

Computershare Investor Services plc

Computershare Priority Applications, Corporate Actions

The Pavilions, Bridgwater Road

Bristol BS99 6AJ

0870 702 0131

Hg Pooled Management Limited

2 More London Riverside

London, SE1 2AP

+44 (0)20 7089 7888

Neither the contents of the HgCapital Trust or National Storage Mechanism websites, nor the contents of any website accessible from hyperlinks on those websites (or any other website) is incorporated into, or forms part of, this announcement.