Issue of Equity

Piccadilly Growth Trust Plc
13 March 2002



                  Piccadilly Growth Trust plc ('Piccadilly')

          Participation in a scheme of reconstruction (the 'Scheme')
                          of KHSFC Limited ('KHSFC')

Introduction

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

KHSFC is a private unlisted investment company which holds cash and listed
securities. KHSFC previously owned and operated a ferry business which it sold
on 6 April 2001. The KHSFC Shareholders mainly consist of approximately 60
individuals.  J O Hambro Capital Management Limited ('JOHCM') is the investment
manager of both Piccadilly and KHSFC.

Under the Scheme, KHSFC will be wound up voluntarily on 16 April 2002, when, in
consideration for the transfer to Piccadilly of the majority of KHSFC's assets,
KHSFC Shareholders will receive new Piccadilly ordinary shares. Under the
Scheme, assets of KHSFC will be transferred to Piccadilly with a value equal to
the value of the Piccadilly shares issued.  There is no cash alternative for
KHSFC Shareholders under the Scheme. 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

On 21 May 2001, Piccadilly issued approximately 2.5 million shares in Piccadilly
as a result of the scheme of reconstruction of Enterprise Capital Trust plc.
Piccadilly's participation in the scheme of reconstruction of Enterprise Capital
Trust plc enabled it to increase its size and widen its shareholder base. The
board of Piccadilly believes that the reconstruction of KHSFC Limited offers a
further opportunity for Piccadilly to increase its size and further widen its
shareholder base in a cost effective manner and without increasing the gearing
of Piccadilly. Such 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 KHSFC 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. The Issue will also
result in the fixed costs of Piccadilly as enlarged by the Issue being spread
over a larger asset base.

Details of the Issue

Under the terms of the Scheme, Piccadilly Shares will be issued to KHSFC
Shareholders based on the following formula to be calculated at 12 April 2002,
being two business days prior to the effective date of the Scheme:

PRIVATENumber of new    =   Number of KHSFC Shares   x   FAV per KHSFC Share (p)
Piccadilly Shares                        held       FAV per Piccadilly Share (p)

The FAV per Piccadilly Share and the FAV per KHSFC Share will be determined in
accordance with the formulae set out in the Piccadilly Prospectus.

Under the Scheme, assets of KHSFC 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 FAV per KHSFC 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 8 March 2002 and the FAV per KHSFC Share and FAV per
Piccadilly Share had been calculated as at that date (being the latest
practicable date prior to the publication of his document), it is estimated that
the FAV per KHSFC Share would have been £33.96 and the FAV per Piccadilly Share
would have been 104.19p. Accordingly, a holder of one hundred KHSFC Shares would
have received 3,259 Piccadilly Shares.



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
announced today. 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 17 April 2002.

The Issue is limited to a maximum of 10,749,519 new Piccadilly Shares (being 100
per cent. of the issued share capital of Piccadilly as at the date of this
announcement). On the basis of the above illustrations, the Scheme would result
in the issue of approximately 2.3 million new Piccadilly Shares (being 21 per
cent. of the issued share capital of Piccadilly as at the date of this document)
and Piccadilly's net assets increasing to £13.7 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 £2.4 million. The actual value of the assets to be transferred to
Piccadilly will not be known until the calculations of the FAVs have been
approved.

Under the terms of the Scheme, it is expected that all of the assets to be
transferred to Piccadilly in consideration for the issue of the new Piccadilly
Shares will comprise cash, cash equivalent securities and securities which fall
within the investment policy of Piccadilly. These assets will be managed up to
the Effective Date by JOHCM, Piccadilly's investment manager. It is expected
that cash and cash equivalent securities will represent approximately 45 per
cent. of the assets to be transferred to Piccadilly. 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 should not exceed £95,000
(including irrecoverable value added tax).

Proposed director

Subject to the Scheme becoming effective no later than 30 April 2002, the
Company's Board of Directors have invited Mrs Margaret Simmons-Hodge to become a
Non-Executive Director of Piccadilly. Mrs Simmons-Hodge has been a director of
KHSFC (prior to the disposal of the ferry business, King Harry Steam Ferry
Company Ltd) for over seven years and Chairman since 1996. Previously, she
worked as a qualified health visitor for 20 years.

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 KHSFC 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 2.30pm on Monday, 8 April 2002 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 £250,822.11 by the creation of an additional
10,749,519 Piccadilly Shares (representing 75 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 £107,495.19 (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 2002.

Voting intentions

The directors have received letters from Shareholders representing 40 per cent.
of the Piccadilly Shares in issue indicating their intention to vote in favour
of the resolution 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 Saturday, 6 April 2002

Extraordinary General Meeting 2.30 pm on Monday, 8 April 2002

Date of calculation of the formula asset values under the Scheme Friday, 12
April 2002

Effective Date of the Scheme Tuesday, 16 April 2002

Dealings commence in new Piccadilly Shares Wednesday, 17 April 2002

Despatch of share certificates Week commencing 22 April 2002


                                  DEFINITIONS

'Company'' or 'Piccadilly''                   Piccadilly Growth Trust plc
'KHSFC''                                      KHSFC Ltd
'KHSFC Shareholders''                         holders of KHSFC Shares
'Effective Date''                             the date on which the Scheme becomes unconditional, which
                                              is expected to be on Tuesday, 16 April 2002
'Extraordinary General Meeting''              the extraordinary general meeting of Piccadilly convened
                                              for 2.30 pm on Monday, 8 April 2002 and any adjournment
                                              thereof
'FAV per Piccadilly Share''                   the formula asset value per Piccadilly Share calculated in
                                              accordance with the formula set out above.
'Issue''                                      the issue of new Piccadilly Shares in connection with the
                                              Scheme
'New Piccadilly Shares''                      the Piccadilly Shares to be issued pursuant to the Issue
'Piccadilly Shareholders'' or 'Shareholders'' holders of Piccadilly Shares
'Piccadilly Shares''                          ordinary shares of 1p each in the capital of Piccadilly
'Prospectus''                                 the prospectus relating to Piccadilly, dated 13 March 2002
'Scheme''                                     the scheme relating to KHSFC, details of which are set out
                                              in Part 2 of the Prospectus





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