Proposed equity fundraising

RNS Number : 2503H

HG Capital Trust PLC

17 February 2010

 



17 FEBRUARY 2010

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN, OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA.

HgCapital Trust plc announces proposed equity fundraising

London, 17 February 2010:  The Board of HgCapital Trust plc (the "Company"), which provides investors with a listed vehicle to invest in all private equity deals managed by HgCapital (the "Manager"), announces that it is considering raising additional equity capital by means of a placing and offer of new ordinary shares, with subscription shares attached.  If the Board decides to proceed with the fundraising, it proposes that there will also be a bonus issue of subscription shares to existing shareholders.

The Board believes that the Company is now in the early stages of the next significant deployment cycle, with the opportunity to make attractive new investments over the medium term.   The purpose of the proposed fundraising would be to take full advantage of such new investment opportunities as they arise.

In early 2009 the Company agreed to invest £250 million alongside HgCapital's latest buyout fund, HgCapital 6 ("Hg6"), so that the Company would take up a 15% interest in each of HgCapital's acquisitions. It was agreed that the commitment could increase up to £300 million depending on the total sum raised, in order to maintain the Company's 15% interest. Following the success of Hg6's fundraising programme, which is expected to close with aggregate commitments exceeding £1.85 billion, the Company's commitment will now be approximately £280 million.

In addition, the Board is currently in discussions with the Manager with respect to making a commitment to HgCapital's second renewable energy fund, Hg Renewable Power Partners 2 LP, alongside the Company's existing commitment of approximately £18.2 million in Hg Renewable Power Partners LP, HgCapital's first dedicated renewable energy fund, which is close to being fully invested.

The proposed fundraising, which will be conditional on shareholder approval, is subject to prevailing market conditions. If the Board decides to proceed with the fundraising, it is expected that the issue price for the new ordinary shares will be at or around the current market price.  A further announcement will be made in due course.

For further details:

HgCapital Trust                      Roger Mountford                   [phone]

HgCapital                               Ian Armitage                          [phone]

RBS Hoare Govett Limited    Gary Gould                             [phone]

                                                Stuart Klein

Maitland                                 Neil Bennett                            [phone]

                                                Rowan Brown

About HgCapital Trust plc

HgCapital Trust plc is an investment trust whose shares are listed on the London Stock Exchange. The trust gives investors exposure to a portfolio of high-growth private companies, through a liquid vehicle.  This portfolio is managed by HgCapital, an experienced and well-resourced private equity firm with a long-term track record of delivering superior risk-adjusted returns for its investors.

The Trust has won the Investment Week Private Equity Investment Trust of the Year every year since 2005.

IMPORTANT INFORMATION

This announcement is not a prospectus and it does not constitute an offer to sell or a solicitation of an offer to buy any securities described herein in the United States or in any other jurisdiction, nor shall it, by the fact of its distribution, form the basis if, or be relied upon, in connection with any contract therefor.  No offer, invitation or inducement to acquire shares or other securities in the Company ("Shares") is being made by or in connection with this announcement. Any offer, invitation or inducement to acquire Shares in the Company will be made solely by means of a prospectus published in connection with any offering (the "Prospectus") and any decision to buy Shares in the Company should be made solely on the basis of the information contained in the Prospectus. The Prospectus will supersede all information provided before the date of the Prospectus and any investment decision must be made only on the basis of the information contained therein.

The information presented herein is not an offer for sale within the United States of any equity shares or other securities of the Company. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the Investment Company Act"). In addition, the Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or any other applicable law of the United States. Consequently, the Shares may not be offered or sold or otherwise transferred within the United States, or to, or for the account or benefit of, US Persons, except pursuant to an exemption from the registration requirements of the Securities Act and under circumstances which will not require the Company to register under the Investment Company Act.  No public offering of the Shares is being made in the United States. The Shares may only be resold or transferred in accordance with the restrictions set forth in the Prospectus to be published in connection with any proposed offering and related subscription documents. This communication should not be distributed, forwarded, transferred, reproduced, or otherwise transmitted, directly or indirectly, to any persons within the United States or to any US Persons unless it is lawful to do so.

The promotion of the Company and the distribution of this document in the United Kingdom is restricted by law.  Accordingly, this communication is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate it, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and persons who receive this communication who do not fall within (i), (ii) or (iii) above should not rely on or act upon this communication. 

Certain statements contained in this announcement may be forward-looking statements.  By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.  These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. The Company undertakes no obligation to update its view of such risks and uncertainties or to publicly announce the result of any revisions to the forward-looking statements made herein, except where it would be required to do so under applicable law. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.

No representation or warranty, express or implied, is made or given by or on behalf of the Company or HgCapital or any of their respective affiliates or any of such person's directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this announcement and no responsibility or liability is accepted for any such information or opinions.

This announcement does not constitute a recommendation concerning the Shares. All investments risk the loss of capital and the value of shares may go down as well as up. There is no guarantee or assurance that an investment in the Company will achieve its investment objective. An investment in the Company is speculative and should form only part of a complete investment program, and an investor must be able to bear the loss of its entire investment. Shares may involve a high degree of risk. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States, Canada, Australia, Japan, New Zealand, South Africa or any other jurisdiction in which such publication, distribution or release would be contrary to applicable law or regulation, or to US persons.  The information contained herein does not constitute an offer of securities for sale including in the United States, Australia, Canada, Japan, New Zealand, South Africa or any other jurisdiction in which such offer would be contrary to applicable law or regulation, or to US Persons.

 

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