here - Foresight Group
here - Foresight Group
here - Foresight Group
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The formula for calculating the number of Ordinary Shares to be redesignated as Deferred Shares (DS) is<br />
set out below below:<br />
DS = N –X<br />
w<strong>here</strong>: N = the number of Ordinary Shares in issue immediately following the<br />
allotment of New Shares in connection with the Scheme<br />
X =<br />
Y =<br />
N<br />
Y<br />
100<br />
Z<br />
Z = the Merger Value in pence per Ordinary Share<br />
The effect of these transactions, based on the unaudited net asset values of the Companies as at 30 June<br />
2010, on can be summarised in table format as follows:<br />
Number £ Pence<br />
<strong>Foresight</strong>*<br />
Ordinary Shares in issue as at 30 June 2010 47,741,385<br />
Net asset value of the Ordinary share Fund as at 30 June 2010<br />
Net asset value of the Ordinary Share Fund per Ordinary Share<br />
22,585,000<br />
as at 30 June 2010 47.30<br />
Keydata 1 and Keydata 2<br />
Ordinary Shares in issue for both companies 14,612,640<br />
Net asset value for both companies 3,826,000<br />
Net asset value per Keydata Share 26.2<br />
New Ordinary Shares to be issued on merger 8,090,614<br />
<strong>Foresight</strong> enlarged Ordinary Share capital 55,831,999<br />
Following the Ordinary Share Reconstruction<br />
Ordinary Shares in issue 26,408,536<br />
Net asset value per Ordinary Share 100<br />
* extracted from the interim report of <strong>Foresight</strong><br />
Share issue and repurchase Authorities<br />
In order to implement the Scheme, the Company will need to authorise the Board to allot New Shares<br />
and Additional New Shares up to an aggregate nominal value of £106,638 pursuant to the Scheme but to<br />
allow for some flexibility, Shareholders are being asked to approve on allotment authority of up to<br />
£150,000.<br />
The Company will also take this opportunity to renew its authorities to issue up to 10 per cent. of its<br />
enlarged issued Ordinary Share capital (having disapplied pre-emption rights) following the<br />
implementation of both the Scheme and the Ordinary Share Reconstruction and to buy-back up to<br />
2,640,853 Ordinary Shares.<br />
Enhanced Buyback<br />
As soon as practicable following the completion of the Scheme and the Ordinary Share Reconstruction<br />
the Board intends to offer the Enhanced Buyback to Ordinary Shareholders. In an enhanced buyback, a<br />
shareholder is provided with the opportunity to sell shares back to his VCT and to subscribe for new<br />
shares at the same time, effectively retaining his investment whilst obtaining new VCT income tax relief<br />
of up to 30 per cent. of the amount re-subscribed. HMRC has confirmed that, in accordance with the<br />
18<br />
10.4.1(2)(d)<br />
13.8.1(1)(3)<br />
13.7.1(e)<br />
13.7.1(1)(a)