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Information Memorandum - Foresight Group

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RISK FACTORS<br />

INVESTMENT IN SMALLER, UNQUOTED COMPANIES, BY ITS NATURE, INVOLVES A HIGH DEGREE<br />

OF RISK. INVESTORS SHOULD SEEK FINANCIAL ADVICE ABOUT WHETHER PARTICIPATION IN THE<br />

FUND IS SUITABLE FOR THEM IN THE LIGHT OF THE INFORMATION IN THIS DOCUMENT AND THEIR<br />

PERSONAL CIRCUMSTANCES.<br />

SET OUT BELOW ARE WHAT THE FUND MANAGER BELIEVES TO BE THE KEY RISKS ASSOCIATED WITH<br />

PARTICIPATING IN THE FUND. ADDITIONAL RISKS AND UNCERTAINTIES, NOT PRESENTLY KNOWN TO<br />

THE FUND MANAGER, OR WHICH THE FUND MANAGER CURRENTLY DEEMS IMMATERIAL, MAY ALSO<br />

HAVE AN ADVERSE EFFECT ON THE FUND AND ON INVESTMENTS.<br />

General risk<br />

Prospective Investors should be aware that the value of<br />

investments through the Fund can fall as well as rise. In addition,<br />

there is no guarantee that the valuation of Shares will fully<br />

reflect their underlying value, or that the Shares can be sold at<br />

that valuation. The value of Investments and income from them<br />

may go down as well as up and Investors may not get back the<br />

amount they originally invest through the Fund.<br />

Liquidity and exit<br />

The Investee Companies will be small, unquoted companies.<br />

Realisation of investments in unquoted companies can be<br />

difficult and may take considerable time. Investment in<br />

such companies by its nature is illiquid and uncertain and<br />

consequently involves a higher degree of risk than a portfolio<br />

of quoted shares.<br />

There is no market, nor is there intended to be a market,<br />

for Investments; as such, an Investment will not be readily<br />

realisable. It is not intended that any income or capital will be<br />

returned to Investors during the Three Year Period. After the<br />

Three Year Period, it may still be difficult to realise Investments<br />

or to obtain reliable information about their value as the market<br />

for shares in smaller companies is often less liquid than that for<br />

shares in larger companies, bringing with it potential difficulties<br />

in acquiring, valuing and disposing of such shares. An EIS<br />

investment should, therefore, be seen as a longer<br />

term investment.<br />

Operational risks<br />

The performance of the Fund is dependent on the ability of<br />

the Fund Manager to identify appropriate Investee Companies<br />

and on the ability of the Investee Companies to perform in<br />

line with their respective business plans. The income from the<br />

Investee Companies will depend on the revenues generated by<br />

the activities undertaken by such companies, which may be less<br />

than the costs incurred by such companies.<br />

Investment in smaller, unquoted companies, by its nature,<br />

involves a high degree of risk. Proper information for<br />

determining their value or the risks to which they are exposed<br />

may also not be available. Investment in such companies can<br />

offer good investment returns but by its nature is illiquid and<br />

uncertain and consequently involves a higher degree of risk<br />

than a portfolio of quoted shares. Realisation of investments<br />

in unquoted companies can be difficult and may take<br />

considerable time.<br />

Projects engaged in by Investee Companies may be subject<br />

to operational risks such as divergence between forecast and<br />

actual levels of solar radiation, or by changes in legislation, or<br />

by changes in the rates of revenue support, interest, inflation,<br />

foreign exchange or tax, or by changes in prices of solar<br />

panels and other capital equipment, energy, or financing, or<br />

by changes in labour, maintenance, safety or other operating<br />

costs, or by operating and technical risks, including risk of<br />

mechanical breakdown, failure to perform according to design<br />

specifications, failure to obtain accreditation and registration<br />

with Ofgem for Solar Power Plants, unavailability of grid<br />

connection, labour and other work interruptions, delays as a<br />

result of statutory and regulatory requirements, including those<br />

imposed by environmental, safety, labour and other regulatory<br />

and political authorities, or where construction operations do<br />

not proceed as planned and other unanticipated events that<br />

adversely affect operations.<br />

Investee Companies will be expected to maintain all appropriate<br />

industry standard insurances. However, failure to do so or<br />

failure to successfully claim under these insurance policies may<br />

materially impact the performance of the business in the event<br />

a claim is triggered. There are some types of losses, such as<br />

terrorism, acts or war, force majeure or other unforeseeable<br />

catastrophic events that cannot be insured at all, and situations<br />

where insurance is not adequate or as to which inadequate<br />

reserves had been established, which may adversely impact on<br />

the anticipated returns from a project.<br />

Although the intention is that Investee Companies will only<br />

engage counterparties to undertake projects where the<br />

counterparties are considered sufficiently credit-worthy,<br />

some counterparties may fail to honour some or all of their<br />

obligations under the relevant contracts which may adversely<br />

impact on the anticipated returns from a project.<br />

Investee Company performance<br />

The Investee Companies are likely to be small, thinly<br />

capitalised trading companies acting in new markets. As such,<br />

they are vulnerable to risks which might have a smaller impact<br />

on larger, better capitalised companies including management<br />

performance risks, counterparty credit risk, interest rate risk,<br />

market risks, supplier and customer concentration risks and<br />

other commercial risks which may materially impact<br />

their performance.<br />

FORESIGHT SOLAR EIS EIS FUND 3<br />

21

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