Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
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LIQUIDITY<br />
If Investors need to realise their Investments early, they will<br />
be able to offer their Investments for sale through <strong>Foresight</strong><br />
at their most recent valuation. <strong>Foresight</strong> will endeavour to<br />
arrange for any Investments so offered to be bought by the<br />
Investee Companies, or acquired by other <strong>Foresight</strong> <strong>Group</strong><br />
managed funds or other Investors. This does not imply any<br />
obligation on the part of any party to acquire Investments and<br />
there is no guarantee that Investments offered can be sold<br />
or that they can be sold at their most recent valuation. The<br />
disposal of an Investment before the end of the Three Year<br />
Period is likely to result in a loss or clawback of EIS Relief and<br />
crystallisation of any Capital Gains Tax Deferral Relief.<br />
As the Investments will be in unquoted companies, there will<br />
be no readily available market for the Investments. As a result,<br />
the most likely mechanism for realising Investments is through<br />
a realisation process implemented by <strong>Foresight</strong>. <strong>Foresight</strong> will<br />
consider options for making realisations and returning funds<br />
to Investors (subject to individual options to stay invested)<br />
FUND STRUCTURE<br />
The Fund comprises a number of discretionary managed<br />
Portfolios, which are managed on behalf of individual<br />
Investors in accordance with the investment objectives and<br />
restrictions set out in Schedule 1 of the Investor’s Agreement.<br />
The Investor’s Agreement is made between each Investor<br />
and <strong>Foresight</strong> (on behalf of itself and the Administrator and<br />
the Nominee) on the terms set out in Appendix 2 to this<br />
<strong>Information</strong> <strong>Memorandum</strong>. <strong>Foresight</strong> will be responsible for<br />
the discretionary management of Portfolios but each Investor,<br />
for legal and tax purposes, will be the beneficial owner of a<br />
specific number of Shares in each Investee Company, the<br />
aggregate of which, together with cash held on behalf of<br />
the Investor, comprise his or her Portfolio. The combined<br />
Portfolios comprise the Fund, which is as an unapproved<br />
EIS fund. The Nominee will be the registered holder of all<br />
Investments of the Fund.<br />
The Fund is not a collective investment scheme within the<br />
meaning of section 235 of the Financial Services and Markets<br />
Act 2000 by virtue of it being a fund complying within the<br />
meaning of Article 2 of the Schedule to the Financial Services<br />
and Markets Act 2000 (Collective Investment Schemes) Order<br />
2001 and, pursuant to clause 15.2 of the Investor’s Agreement,<br />
Investors are entitled only to the withdrawal rights prescribed<br />
by that clause.<br />
HOW TO INVEST<br />
Please read the Investor’s Agreement and complete the<br />
Application Form, both of which are included in this document.<br />
Potential Investors can apply to participate in the Fund in<br />
respect of any amount from £10,000 upwards, subject to the<br />
amount being a multiple of £1,000.<br />
Please send the completed Application Form, together with<br />
the Adviser Certificate and cheque (or confirmation of Direct<br />
in relation to each Investment after the Three Year Period.<br />
However, the timescale for realising Investments may be<br />
longer than the end of the Three Year Period.<br />
By the end of the Three Year Period, the Investee Companies<br />
should have established revenue streams supported by<br />
an established track record. The revenue forecasts for the<br />
Investee Companies should also be relatively predictable and<br />
will be underpinned by warranties from counterparties. As<br />
such, <strong>Foresight</strong> believes that the remaining income streams<br />
generated by the Investee Companies will be attractive to<br />
institutional investors or other <strong>Foresight</strong> <strong>Group</strong> managed<br />
funds and that either sales or refinancing of the Investee<br />
Companies would enable funds to be returned to Investors.<br />
As above, this does not imply any obligation on any party<br />
to acquire Investments and there is no guarantee that<br />
Investments offered for sale can be sold or that they can be<br />
sold at their most recent valuation. The proceeds of sale of<br />
Investments will be returned to Investors and not reinvested.<br />
Investors in the Fund will make Investments together<br />
and their Investments will be managed by <strong>Foresight</strong> on a<br />
common basis. The Fund will, therefore, constitute a collective<br />
investment undertaking within the meaning of the Markets<br />
in Financial Instruments Directive (MiFiD) and, by virtue of<br />
the exemption for collective investment undertakings in<br />
Article 2.1(h) of MiFiD, the Fund falls outside the remit<br />
of MiFiD.<br />
All Investors in the Fund will be categorised by <strong>Foresight</strong> as<br />
retail clients unless otherwise agreed by <strong>Foresight</strong> and the<br />
Investor, and their Applications will, therefore, be subject<br />
to their financial adviser certifying that participation in the<br />
Fund meets their objectives, that they have the expertise,<br />
experience and knowledge to understand the risks and<br />
that they are able to bear the associated risk involved in<br />
participating in the Fund. Investors who do not have financial<br />
advisers who will provide this confirmation will not be able to<br />
participate in the Fund.<br />
The Fund Manager is covered by the Financial Services<br />
Compensation Scheme. An Investor may be entitled to<br />
compensation from the scheme if the Fund Manager cannot<br />
meet its obligations, as described in greater detail in the<br />
Investor’s Agreement.<br />
Transfer) payable to ”The City Partnership-<strong>Foresight</strong> SE3”, by<br />
post to the Receiving Agent. <strong>Foresight</strong> will notify applicants<br />
if his or her application is accepted and such acceptance<br />
will create a binding agreement between the Investor and<br />
<strong>Foresight</strong> (for itself and the Administrator and the Nominee)<br />
on the terms of the Investor’s Agreement.<br />
FORESIGHT SOLAR EIS FUND 3<br />
09