here - Foresight Group

Directors:
John Gregory (Chairman)
Peter Dicks
Antony Diment
Gordon Humphries
PART III
LETTER FROM THE CHAIRMAN OF FORESIGHT VCT PLC
registered in England and Wales with registered number 03421340
Registered Office:
ECA Court
24-26 South Park
Sevenoaks
Kent TN13 1DU
27 January 2011
Dear Shareholder
Recommended proposals to acquire all of the assets and liabilities of Keydata 1 and Keydata 2 pursuant
to the Scheme, to carry out the Ordinary Share Reconstruction, to renew the authority to issue and
repurchase Ordinary Shares, and to effect the Enhanced Buyback
The Board announced on 1 September 2010 that terms for the merger of Keydata 1 and Keydata 2 with
Foresight had been agreed.
The purpose of this letter is to set out for Shareholders the terms of that agreement and to put the
Proposals to Shareholders for consideration. The Proposals will, if effected, result in Keydata 1 and
Keydata 2 being merged into Foresight creating an Enlarged Company having net assets of over £30
million which is expected to deliver cost savings and strategic benefits.
In connection with the Proposals relating to the Scheme, the Ordinary Share Reconstruction, the renewal
of the authority to issue and repurchase Ordinary Shares and the Enhanced Buyback, the Company has
published this circular and the Prospectus.
The Board first announced that the Company intended to offer holders of Ordinary Shares the
opportunity to participate in an enhanced buyback on 28 January 2010 and authority to proceed with an
enhanced buyback was given by Shareholders at the general meeting of the Company held on 23
February 2010. It was subsequently decided to postpone an enhanced buyback until after the Scheme was
completed so that the shareholders of Keydata 1 and Keydata 2 might also have the opportunity to
participate. Accordingly, if the Proposals are approved by Shareholders at the Foresight meetings, the
Company intends to publish, as soon as practicable after completion of the Scheme and the Ordinary
Share Reconstruction, a further document which will enable Ordinary Shareholders, including ex
Keydata shareholders, to participate in the Enhanced Buyback. The Enhanced Buyback will not be
suitable for all Ordinary Shareholders for the reasons described below in the paragraph entitled
‘‘Considerations relating to the Enhanced Buyback’’ but the Board expects that many Ordinary
Shareholders, including the ex-Keydata Shareholders, will find the opportunity to participate attractive.
To effect the Proposals the consent of Shareholders, pursuant to the Companies Acts, Listing Rules and
the Articles, is being sought at the Foresight Meetings to approve the merger of the Companies pursuant
to the Scheme, to carry out the Ordinary Share Reconstruction, to renew the authority to issue and
repurchase Ordinary Shares and to effect the Enhanced Buyback. A specific resolution to approve the
acquisition of the assets and liabilities of Keydata 1 and Keydata 2 pursuant to the Scheme is not
required, however, in light of the nature of the Proposals the Board believes it appropriate to include this
as part of resolution 1.
Rationale for the Merger
The Board believes that there is an optimum size for the Company which is at least £30 million of net
assets. In attaining this optimum size, the Board wishes and expects to achieve and maintain a more
diversified portfolio of investments for the benefit of Ordinary Shareholders.
As at 30 June 2010 the Company’s net assets (attributable to both the Ordinary Shares and the Planned
Exit Shares) were approximately £28,458,000.
A merger of the Company with Keydata 1 and Keydata 2 will create an Enlarged Company with
combined net assets of over £30 million. It will also create the strategic benefit of increasing the
12
13.3.1(2)
13.3.1(2)
13.3.1(3)
10.4.1.1
13.8.1(3)
13.3.1(3)
10.4.1(2)(f)