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")
reminding them that they have the right (the "Subscription Right") (but not the
obligation) to subscribe in cash for ordinary shares of 25p each in the Company
(the "Ordinary Shares") on the subscription dates set out below (each a
"Subscription Date") and at the applicable subscription price (each a
"Subscription Price"):
Subscription Date Subscription Price
(per share)
31 October 2012 950p
31 May 2013 1025p
The next Subscription Date is 31 October 2012 and the Subscription Price
payable on this date is 950p per share. 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 October 2012. As set out above, this will be the last
opportunity to exercise Subscription Rights at a Subscription price of 950p per
share; the Subscription Price will then rise by 75p per share on the final
Subscription Date.
If the Subscription Rights are not exercised on this occasion, the holders of
Subscription Shares will have one final opportunity to do so during the period
of 30 days up to and including the Business Day before 31 May 2013, at a
Subscription Price of 1025p per share. Please note that the Subscription Rights
will lapse after 30 May 2013 (being the Business Day immediately preceding the
last Subscription Date of 31 May 2013).
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.
However, the Directors have given irrevocable instructions that the
Subscription Rights attaching to their holdings of Subscription Shares, which
amount to a total of 7,274 shares, should be exercised on 31 October 2012. The
irrevocable instructions are unconditional and will be effected irrespective of
prevailing Ordinary or Subscription Share prices. Partners of HgCapital, the
Manager of the Company, have also given irrevocable undertakings to exercise a
total of 118,683 Subscription Shares, which are beneficially owned by them, on
31 October 2012.
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 relevant Subscription Date (and with
effect from the Subscription Date). Holders of Subscription Shares should note
that under the Company's usual timetable for declaration of dividends, Ordinary
Shares issued as a result of the exercise of Subscription Rights on 31 October
2012 would be issued prior to the record date for any dividend to be paid in
the first half of 2013; Ordinary Shares issued following the exercise of
Subscription Rights on the final Subscription Date in May 2013 would be issued
after such record date and would not qualify to receive that dividend.
The information in this announcement should be read in conjunction with the
full text of the Circular dated 26 September 2012. 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.
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