Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
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STAYING INVESTED<br />
Some Investors may wish to stay invested for the longer term to<br />
take advantage of the long-term returns of the Investee Companies.<br />
Each Investor is therefore invited to tell us whether he or she wishes<br />
to exit in years three to four or to stay invested for the longer term.<br />
Each Investor may select this option at any time up to a date to<br />
be notified to Investors by the Fund Manager. Selection may only<br />
be made in writing addressed to the Fund Manager. Any Investors<br />
considering staying invested should seek specialist independent tax<br />
and financial advice before making any such selection.<br />
CHARGES<br />
Initial Fundraising Charges<br />
To ensure Investors benefit from tax reliefs on the full<br />
amount invested, fundraising charges are payable by<br />
Investee Companies rather than by the Fund. The level<br />
of the fundraising charges payable to the Fund Manager<br />
reflects whether or not commission is payable to financial<br />
intemediaries.<br />
In certain limited situations, commission may be paid as described<br />
in more detail below:<br />
Fundraising Charge: 2.5% of Subscription<br />
(no commission payable) payable immediately.<br />
Fundraising Charge: 5.5% of Subscription payable<br />
(commission payable) immediately plus 0.5% pa of<br />
Subscription for 4 years payable annually.<br />
To ensure fairness between Investors different numbers of Shares<br />
will be issued to Investors to reflect the different charge levels that<br />
may be payable in relation to Subscriptions of individual Investors.<br />
Although the amount of the fundraising charges should not<br />
reduce the EIS Relief available to Investors the fundraising charges<br />
payable by an Investor will reduce the value of the Portfolio of<br />
that Investor. <strong>Foresight</strong> will pay the costs of establishing the<br />
Fund, including legal and taxation costs, the preparation of this<br />
<strong>Information</strong> <strong>Memorandum</strong> and any other direct expenses incurred<br />
Annual Fund Management Charges<br />
<strong>Foresight</strong> intends that Investors should benefit from tax reliefs<br />
on the full amount invested in the Fund. For this reason, the<br />
fund management charges described below (other than the<br />
performance incentive fee) are payable by Investee Companies<br />
rather than by the Fund by reference to the amount invested in<br />
that Investee Company.<br />
The fund management charges will accrue for all Investors<br />
from 31 August 2013, or subsequent date of Subscription<br />
if later, onwards and will be payable quarterly in advance,<br />
with the first payment being on the date of the investment<br />
in the relevant Investee Company. VAT will be added where<br />
applicable.<br />
Any fees and charges that are not paid by Investee Companies<br />
will be recouped from the proceeds of sale of Investments or<br />
dividends received.<br />
Annual management charge 1.75% of the value of<br />
the Portfolio.<br />
Secretarial charge 0.3% of the value of<br />
the Portfolio (subject to<br />
an RPI-linked minimum<br />
of £60,000 in aggregate).<br />
08 FORESIGHT SOLAR EIS FUND 3<br />
<strong>Foresight</strong> will manage the Investments with the aim of providing<br />
the necessary flexibility consistent with meeting each Investor’s<br />
preference to exit or remain invested for the longer term. Under<br />
certain circumstances, <strong>Foresight</strong> may be unable to meet the wishes<br />
of Investors to stay invested. For example, if the option to stay<br />
invested is exercised in respect of a relatively small proportion<br />
of the Fund, it may be impractical or uneconomic for the Fund to<br />
continue. <strong>Foresight</strong> may, therefore, decide to terminate the Fund<br />
and realise and distribute all Investments.<br />
<strong>Foresight</strong> will bear any legal, accounting and other fees<br />
incurred by the Fund in connection with potential Investments<br />
which do not proceed to completion and may retain for its own<br />
benefit any arrangement fees and directors’ or monitoring fees<br />
which it receives in connection with investments.<br />
Performance Incentive<br />
<strong>Foresight</strong> will be entitled to a performance incentive fee,<br />
payable from the proceeds of realising Investments. This<br />
fee, which will be deducted from realisation proceeds, is only<br />
payable once Investors have received proceeds of at least £1<br />
per £1 invested in investments. The performance incentive fee<br />
is calculated as 20% of proceeds to Investors in excess of £1<br />
per £1 invested until total proceeds reach 120p per £1 invested,<br />
and 30% thereafter.<br />
Adviser Charges<br />
As part of the new regulations introduced by the FCA (the Retail<br />
Distribution Review), authorised financial intemediary charges for<br />
advising on certain investment products are (in most situations)<br />
to be paid by the client directly rather than via commission from<br />
the product. This amount, for advice provided, is to be agreed by<br />
an Investor and his/her adviser (whether for initial advice and/or<br />
for ongoing management of the relationship between the Investor<br />
and the Fund Manager). An Investor may specify in the Application<br />
Form, the amount of any such charges (upfront and/or ongoing)<br />
he/she has agreed with his/her authorised financial intermediary<br />
in connection with <strong>Foresight</strong> Solar EIS Fund 3 and request that<br />
<strong>Foresight</strong> facilitate that payment.<br />
Any sums to be facilitated (upfront or ongoing) will be deducted<br />
from the Subscription. Accordingly only the net amount of the<br />
Subscription will be available to invest through the Fund and<br />
Investors will not obtain EIS Relief on the sums so facilitated.<br />
The amount of any ongoing charges to be facilitated by <strong>Foresight</strong><br />
will be deposited in a bank account with Woodside Corporate<br />
Services Limited pending payment to advisers.<br />
Adviser Commission<br />
Authorised financial intermediaries may in certain situations be<br />
permitted to receive commission such as for execution only clients<br />
where no advice or personal recommendation has been given or<br />
for professional clients. In such permitted situations authorised<br />
financial intermediaries will be paid initial commission, usually at<br />
the rate of 3% of Subscriptions, plus annual trail commission at<br />
the rate of 0.5% of Subscriptions for a maximum of four years<br />
(inclusive of VAT). All commission will be paid from fundraising<br />
charges described above.