Issue of Equity

Piccadilly Growth Trust Plc
11 April 2001

                 Piccadilly Growth Trust plc ('Piccadilly'')

         Participation in a scheme of reconstruction (the 'Scheme'')
                   of Enterprise Capital Trust PLC ('ECT'')

Introduction

The board of Piccadilly announces today proposals for Piccadilly's
participation in the scheme for the reconstruction of ECT under section 110 of
the Insolvency Act 1986. The Scheme, if approved by the shareholders of both
companies, will involve Piccadilly as a proposed roll over vehicle for ECT
Shareholders.

ECT is an investment trust company whose investment objective is to maximise
returns to its shareholders through the realisation of its listed and unlisted
equity portfolios in an orderly manner at the best price reasonably
obtainable. J O Hambro Capital Management Limited ('JOHCM'') is the investment
manager of both Piccadilly and ECT.

Under the Scheme, ECT will be wound up voluntarily on 18 May 2001, when, in
consideration for the transfer to Enterprise Capital PLC ('Enterprise
Capital''), a new investment trust incorporated as a successor vehicle to ECT,
of certain of ECT's assets, ECT Ordinary Shareholders will receive Enterprise
Capital Shares. In addition, all ECT Shareholders (including ECT B
Shareholders) will be offered the opportunity to elect to receive cash or new
Piccadilly Shares. Under the Scheme, assets of ECT will be transferred to
Piccadilly with a value equal to the value of the new Piccadilly Shares
issued. Due to the potential size of the acquisition of assets by Piccadilly
under the Scheme, Piccadilly's participation in the Scheme requires the
approval of Shareholders. The Issue also requires Piccadilly's authorised
share capital to be increased and the directors to be authorised to issue the
new Piccadilly Shares. The board of Piccadilly is therefore convening the
Extraordinary General Meeting to seek Shareholders' approval of Piccadilly's
participation in the Scheme.

Reasons for the Issue

The board of Piccadilly believes that the Issue will materially increase the
size of Piccadilly and that a larger trust with a wider shareholder base will
spread Piccadilly's fixed costs and provide shareholders with a more liquid
investment. A larger trust will also allow the portfolio of assets held by
Piccadilly to be further diversified. The board of Piccadilly also believes
that many of the ECT Shareholders who are likely to elect to receive new
Piccadilly Shares are longer term investors which should assist in the balance
between the supply of and demand for Piccadilly Shares.



Details of the Issue

Under the terms of the Scheme, ECT Ordinary Shareholders will receive one
Enterprise Capital Share for every four ECT Ordinary Shares held by them. In
addition, all ECT Shareholders can elect to:

l  receive cash, equivalent to the Cash Entitlement of the ECT Shares held by
them; or

l  roll over the Cash Entitlement of the ECT Shares held by them into new
Piccadilly Shares.

New Piccadilly Shares will be issued by Piccadilly to ECT Shareholders who
elect, or are deemed to have elected, to roll over their investment into
Piccadilly under the terms of the Scheme based on the following formula to be
calculated as at 16 May 2001:
PRIVATENumber of new         =    Number of ECT    x   Cash Entitlement of an
Piccadilly Shares                  Shares held              ECT Share (p)
                                                      FAV per Piccadilly Share
                                                                 (p)

The Cash Entitlements of ECT Shares and the FAV per Piccadilly Share will be
determined in accordance with the formulae set out in Part 2 of the
Prospectus.

Under the Scheme, assets of ECT will be transferred to Piccadilly with a value
equal to the value of the new Piccadilly Shares issued and the Piccadilly
directors therefore consider that the value to Piccadilly of these assets
justifies the consideration payable by Piccadilly.

The new Piccadilly Shares will be issued credited as fully paid and will rank
pari passu in all respects with the existing issued Piccadilly Shares,
including the right to receive all dividends and other distributions (if any)
declared, made or paid after the Effective Date, except for the second interim
dividend referred to below. Fractional entitlements to new Piccadilly Shares
will not be allotted. Application has been made to the UKLA for the new
Piccadilly Shares to be admitted to the Official List of the UKLA and to the
London Stock Exchange for the new Piccadilly Shares to be admitted to trading.
It is expected that such admissions will become effective and that dealings in
the new Piccadilly Shares will commence on 22 May 2001.

The Cash Entitlement of an ECT Share and the FAV per Piccadilly Share cannot
be determined until the Scheme has become effective. However, by way of
illustration only, if the Effective Date had been 6 April 2001 and the Cash
Entitlement and FAV per Piccadilly Share had been calculated as at that date
(being the latest practicable date prior to the publication of this document),
it is estimated that the Cash Entitlement of an ECT Ordinary Share would have
been 86.0p, the Cash Entitlement of an ECT B Share would have been 57p and the
FAV of a Piccadilly Share would have been 119.1p. Accordingly, a holder of
1,000 ECT Ordinary Shares electing to receive new Piccadilly Shares under the
Scheme would have received 722 new Piccadilly Shares. On the same basis, a
holder of 1,000 ECT B Shares electing to receive new Piccadilly Shares under
the Scheme would have received 478 new Piccadilly Shares.

The Issue is limited to a maximum of 8,244,107 new Piccadilly Shares (being
100 per cent. of the issued share capital of Piccadilly as at the date of this
document). Accordingly, there is the possibility that elections by ECT
Shareholders for new Piccadilly Shares may be scaled back. On the basis of the
above illustrations, if every ECT Shareholder elected to receive new
Piccadilly Shares, the Scheme would result, after scaling back, in the issue
of 8,244,107 new Piccadilly Shares (being 100 per cent. of the issued share
capital of Piccadilly as at the date of this document) and Piccadilly's net
assets increasing to £19.5 million (net of the expenses of the Issue payable
by Piccadilly). On the basis of the above illustrations, the Scheme would
result in the transfer of assets to Piccadilly with a value of approximately £
9.8 million. The actual value of the assets to be transferred to Piccadilly
will not be known until ECT Shareholders have made their elections under the
Scheme.

Under the terms of the Scheme, it is expected that the majority of the assets
to be transferred to Piccadilly in consideration for the issue of the new
Piccadilly Shares will comprise shares and securities in companies which fall
within the investment policy of Piccadilly. These assets will be managed up to
the Effective Date by JOHCM, Piccadilly's investment manager. The remainder of
the assets to be transferred to Piccadilly will comprise cash or cash
equivalent securities. It is not expected that there will be any material
portfolio realignment costs in respect of the assets to be transferred to
Piccadilly under the Scheme.

In the event that the FAV per Piccadilly Share calculated for the purposes of
the Scheme is 90 per cent. or less of the mid-market price of a Piccadilly
Share as at the close of business on the business day immediately prior to the
Effective Date, the Issue will not proceed.

Expenses of the Issue

The expenses of the Issue payable by Piccadilly will not exceed £130,000
(including irrecoverable value added tax). JOHCM has agreed to waive £40,000
of its entitlement to future management fees, which represents a saving of £
47,000 (including irrecoverable value added tax which would have been payable
on this fee). The expenses of the Issue will effectively be borne by all of
the Piccadilly Shareholders (including ECT Shareholders who acquire new
Piccadilly Shares under the Scheme). Taking account of the reduction in the
management fees agreed with JOHCM, the net expenses of the Issue will be
between 0.5 per cent. and 1.0 per cent. of the net assets of Piccadilly
calculated as at 6 April 2001 depending on the number of new Piccadilly Shares
issued to ECT Shareholders.

Extraordinary General Meeting

The Issue is conditional, inter alia, on the approval of Piccadilly
Shareholders. It is also necessary to increase Piccadilly's authorised share
capital and to authorise the directors of Piccadilly to issue new Piccadilly
Shares to ECT Shareholders pursuant to the terms of the Scheme. You will find
set out at the end of this document a notice convening an Extraordinary
General Meeting of Piccadilly to be held at 2.30 pm on Thursday, 26 April 2001
at Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y 6QB at which an
ordinary resolution will be proposed:

(i) to approve Piccadilly's participation in the Scheme;

(ii) subject to the Scheme becoming unconditional, to increase the authorised
share capital of the Company to £219,842.86 by the creation of an additional
10,834,286 Piccadilly Shares (representing 97 per cent. of the Company's
authorised share capital as at the date of this document) and, following the
issue of new Piccadilly Shares pursuant to the Scheme, to cancel sufficient of
the Company's authorised but unissued share capital so that the Company's
authorised share capital after the Issue is equal to one and one-third of the
Company's issued share capital; and

(iii) subject to the Scheme becoming unconditional, to authorise the
Piccadilly directors pursuant to section 80 of the Companies Act 1985 to allot
new Piccadilly Shares pursuant to, or in connection with, the Issue of up to a
maximum aggregate nominal amount of £82,441.07 (representing 100 per cent. of
the Company's issued share capital as at the date of this document), such
authority to expire on 31 December 2001.

Voting intentions

The directors of Piccadilly have received irrevocable undertakings from
Shareholders representing 25.4 per cent. of the Piccadilly Shares in issue
undertaking to vote in favour of the resolutions to be proposed at the
Extraordinary General Meeting. In addition, the directors have received
letters from Shareholders representing 11.2 per cent. of the Piccadilly Shares
in issue indicating their intention to vote in favour of the resolutions to be
proposed at the Extraordinary General Meeting.



For further information, please contact:

Peter Metcalfe, Piccadilly Growth Trust plc 020 7747 5678

Max King, J O Hambro Capital Management Limited 020 7747 5678



                              EXPECTED TIMETABLE

Latest time for receipt of forms of proxy 2.30 pm on Tuesday, 24 April 2001

Extraordinary General Meeting 2.30 pm on Thursday, 26 April 2001

Date of calculation of the formula asset values under the Scheme Wednesday, 16
May 2001

Effective Date of the Scheme Friday, 18 May 2001

Dealings commence in new Piccadilly Shares and crediting of CREST accounts
Tuesday, 22 May 2001

Despatch of share certificates Week commencing 28 May 2001

                                 DEFINITIONS
'Cash           in the case of an ECT Ordinary Share, the cash entitlement of
Entitlement''   an ECT Ordinary Share calculated in accordance with the formula
                set out in paragraph 3.2 of Part 2 of the Prospectus and, in
                the case of an ECT B Share, the cash entitlement of an ECT B
                Share calculated in accordance with the formula set out in
                paragraph 3.3 of Part 2 of the Prospectus
'Company'' or   Piccadilly Growth Trust plc
'Piccadilly''
'ECT''          Enterprise Capital Trust PLC
'ECT B          holders of ECT B Shares
Shareholders''
'ECT B Shares'' cumulative redeemable preference shares of 57p each in the
                capital of ECT
'ECT Ordinary   holders of ECT Ordinary Shares
Shareholders''
'ECT Ordinary   ordinary shares of 1p each in the capital of ECT
Shares''
'ECT            ECT Ordinary Shareholders and/or ECT B Shareholders as the
Shareholders''  context so requires
'ECT Shares''   ECT Ordinary Shares and/or ECT B Shares as the context so
                requires
'Effective      the date on which the Scheme becomes unconditional, which is
Date''          expected to be on Friday, 18 May 2001
'Enterprise     Enterprise Capital PLC, a new investment trust company
Capital''       incorporated as a successor vehicle to Enterprise Capital Trust
                PLC
'Enterprise     ordinary shares of 1p each in the capital of Enterprise Capital
Capital
Shares''
'Extraordinary  the extraordinary general meeting of Piccadilly convened for
General         2.30 pm on Thursday, 26 April 2001 and any adjournment thereof
Meeting''
'FAV per        the formula asset value per Piccadilly Share calculated in
Piccadilly      accordance with the formula set out in paragraph 3.4 of Part 2
Share''         of the Prospectus
'Issue''        the issue of new Piccadilly Shares in connection with the
                Scheme
'New Piccadilly the Piccadilly Shares to be issued pursuant to the Issue
Shares''
'Piccadilly     holders of Piccadilly Shares
Shareholders''
or
'Shareholders''
'Piccadilly     ordinary shares of 1p each in the capital of Piccadilly
Shares''
'Prospectus''   the prospectus relating to Piccadilly dated 10 April 2001
'Scheme''       the scheme relating to ECT, details of which are set out in
                Part 2 of the Prospectus