Information Memorandum - Foresight Group

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APPENDIX 3: GLOSSARY IN THIS DOCUMENT THESE EXPRESSIONS AND ABBREVIATIONS HAVE THE FOLLOWING MEANINGS UNLESS THE CONTEXT OTHERWISE REQUIRES. “Administrator” Foresight Fund Managers Limited or such other person as the Fund Manager may from time to time appoint to provide administration and safe custody services in respect of the Fund; “Applicable Laws” all relevant laws, regulations and rules, including those of any government or of the FCA, in any applicable jurisdiction; “Application Form” an application form to participate in the Fund completed by a prospective Investor in the form provided by the Fund Manager; “Associate” any person or entity which (whether directly or indirectly) controls or is controlled by the Fund Manager or any parent company of the Fund Manager (for the purpose of this definition “control” shall refer to the ability to exercise significant influence over the operating or financial policies of any person or entity); “Business Investment Relief” tax relief available to non domiciled residents on untaxed overseas income or gains to invest the UK in Qualifying investments without making a taxable remittance “Business Property Relief” relief from IHT pursuant to sections 103-114 Inheritance Tax Act 1984; “Capital Gains Tax Deferral Relief” relief by way of deferral of CGT (Section 150C and Schedule 5B of the Taxation of Chargeable Gains Act 1992); “Carry Back Relief” as described on page 25 of the Information Memorandum; “CGT” capital gains tax; “Complying Fund” a complying fund within the meaning of Article 2 of the Schedule to the Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001; “Closing Date” a date by which Subscriptions may be accepted by the Fund Manager for the creation of Portfolios; “EIS” Enterprise Investment Scheme, as set out in the Income Tax Act; “EIS Qualifying Company” a company that meets the EIS requirements regarding EIS Relief and Capital Gains Tax Deferral Relief; “EIS Relief” relief from income tax under EIS; “Feed-in Tariff” payment of a set sum to producers of electricity from a renewable system per level of electricity generated; “Foresight Group” comprises Foresight Group CI Limited, Foresight Group LLP and Foresight Fund Managers Limited; “Foresight or Fund Manager” Foresight Group LLP (a limited liability partnership registered in England under number OC300878 and whose registered office is at ECA Court, 24-26 South Park, Sevenoaks, Kent TN13 1DU; and any other subsidiary of Foresight Group CI Limited from time to time. “FCA” The Financial Conduct Authority; “FCA Rules” the FCA’s rules made under powers given to the FCA by FSMA; “FSMA” the Financial Services and Markets Act 2000, as amended from time to time; “Fund” the Foresight Solar EIS Fund 3 which describes the aggregate of all the Investors’ Agreements; “HMRC” HM Revenue & Customs; “IHT” Inheritance Tax; “Income Tax Act” Income Tax Act 2007; “Information Memorandum” this document; 36 FORESIGHT SOLAR EIS FUND 3
“Investee Companies” companies in which the Fund invests (and each an “Investee Company”); “Investment” an investment made through the Fund (together the “Investments”); “Investor” an individual (and certain trustees) who complete(s) an Application Form which is accepted by the Fund Manager and so enters into an Investor’s Agreement; “Investor’s Agreement” an Investor’s agreement to be entered into by each Investor with the Fund Manager, in the terms set out in Appendix 2 of this Information Memorandum; “IPEVC Guidelines” the International Private Equity and Venture Capital Valuation Guidelines from time to time; “Loss Relief” relief in respect of income tax for allowable losses pursuant to section 131 of the Income Tax Act; “Nominee” Foresight Fund Managers Limited (a wholly owned subsidiary of the Fund Manager) or such other nominee as may be appointed by the Fund Manager from time to time to be the registered holder of Investments; “Portfolio” the portfolio of Investments and cash held by the Investor through the Fund; “Readily Realisable Investment” a government or public security denominated in the currency of the country of its issuer or any other security which is admitted to official listing on an Exchange in an EEA State, regularly traded on or under the rules of such an Exchange, or regularly traded on or under the rules of a recognised investment exchange or (except in relation to unsolicited realtime financial promotions) designated investment exchange, or a newly issued security which can reasonably be expected to fall within the above categories when it begins to be traded (this term does not include AIM or PLUS traded investments, nor does it include unlisted securities); “Receiving Agent” The City Partnership (UK) Limited of Thistle House, 21 Thistle Street, Edinburgh, EH2 1DF or such other receiving agent as may be appointed by the Fund Manager from time to time; “Renewable Obligation” the obligation on UK energy suppliers to source a specified proportion of the electricity that they supply to their customers from renewable sources; “Renewable Obligation Certificates” the certificates issued to renewable energy generators based on the amount of eligible or “ROCs” renewable electricity they generate; “RO Scheme” a financial mechanism legislated by the UK Government which incentivises deployment of large-scale renewable electricity generation through the sale of Renewable Obligation Certificates by accredited generators to UK energy suppliers; “Services” the services provided under Clause 4 of the Investor’s Agreement; “Shares” shares in an Investee Company subscribed for by the Fund on behalf of Investors; “Solar Power Plant” a system of solar panels which generates electricity from solar irradiation; APPENDIX 3: GLOSSARY “Subscription” a cash subscription to the Fund by way of an Application Form pursuant to clause 3 of the Investor’s Agreement; “Tax Advantages” the various tax advantages, including EIS Relief, arising from Investments in Shares in EIS Qualifying Companies; “Three Year Period” the period beginning on the date the Shares in an Investee Company are issued and ending three years after that date, or three years after the commencement of the Investee Company’s trade, whichever is later; “VCT” a company satisfying the requirements of Chapter 3 of Part 6 of the Income Tax Act for venture capital trusts. FORESIGHT SOLAR EIS FUND 3 37
Page 1 and 2: INFORMATION MEMORANDUM WITH APPLICA
Page 3 and 4: CONTENTS PAGE n EXPECTED TIMETABLE
Page 5 and 6: LETTER OF INTRODUCTION MAY 2013 DEA
Page 7 and 8: INVESTMENT OPPORTUNITY In order to
Page 9 and 10: DEALFLOW Foresight has developed an
Page 11 and 12: LIQUIDITY If Investors need to real
Page 13 and 14: INTRODUCTION TO SOLAR POWER INVESTI
Page 15 and 16: Is the equipment reliable? Solar Po
Page 17 and 18: • Feed-in Tariffs (FIT) with Cont
Page 19 and 20: AN INTRODUCTION TO SOLAR POWER INVE
Page 21 and 22: Federico Giannandrea Partner Federi
Page 23 and 24: RISK FACTORS INVESTMENT IN SMALLER,
Page 25 and 26: Changes in legislation concerning E
Page 27 and 28: Qualifying Companies and an Investo
Page 29 and 30: 2.14 The Fund Manager will comply w
Page 31 and 32: Investor shall be entitled, as a ma
Page 33 and 34: to the Investor for any profit, com
Page 35 and 36: 18.3 The Fund Manager is covered by
Page 37: Foresight will bear any legal, acco
Page 41 and 42: APPLICATION FORM PRIVATE INVESTORS
Page 43 and 44: APPLICATION FORM AUTHORISED INTERME
Page 45 and 46: APPLICATION FORM ADVISER CERTIFICAT
Page 47 and 48: DIRECTORY FUND MANAGER & PROMOTER F

Information Memorandum - Foresight Group

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