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Foresight Meetings
Notices of the Foresight General Meeting, Foresight Ordinary Shareholder Class Meeting and Foresight
Planned Exit Shareholder Class Meeting are set out at the end of this document. The Foresight General
Meeting will be held at 12 noon on 18 February 2011 at Over-Seas House, Park Place, St James’s Street,
London SW1A 1LR.
An explanation of the resolutions to be proposed at the Foresight General Meeting and of the resolutions
to be proposed at the Foresight Ordinary Shareholder Class Meeting and Foresight Planned Exit
Shareholder Class Meeting is set out below:
At the Foresight General Meeting,
Resolution 1 is a composite resolution to approve the acquisition of all of the assets and liabilities of
Keydata 1 and Keydata 2 under the Scheme and create and issue New Shares and Additional New Shares
in connection with the Scheme.
Paragraph 1.1 of the resolution will seek the approval of Shareholders for the purchase by the Company
of all of the assets and liabilities of Keydata 1 and Keydata 2 pursuant to the Scheme.
Paragraph 1.2 of the resolution will authorise the Directors pursuant to Section 551 CA 2006 to allot New
Shares and Additional New Shares in the Company up to an aggregate nominal value of £150,000. The
authority conferred by paragraph 1.2 of the resolution will expire on the fifth anniversary of the date of
the passing of this resolution unless renewed, varied or revoked by the Company in general meeting. The
New Shares to be allotted pursuant to this authority are anticipated not to exceed 14.49 per cent. of the
issued Ordinary Share capital of the Company as at 26 January 2011, this being the latest practicable date
prior to publication of this document in connection with the Scheme
Resolution 2 is a composite resolution to reconstruct the Ordinary Share capital of the Company
immediately following the issue of New Shares pursuant to the Scheme if, as anticipated, the Merger
Value per Ordinary Share as at the Calculation Date is less than 100 pence per Ordinary Share. The
purpose of the reconstruction is to ensure that, as nearly as possible, the net asset value per Ordinary
Share is 100 pence. This will be done in the following way.
Immediately following the allotment of New Shares in connection with the Scheme a number of Ordinary
Shares will be ratably redesignated as Deferred Shares and then purchased off-market by the Company
for a nominal consideration so that the net asset value of the remaining Ordinary Shares is, as nearly as
possible, 100 pence per Ordinary Share.
It is proposed by paragraphs 2.1 and 2.3 of the resolution to amend the Articles to include provisions
reflecting the rights and restrictions attaching to the Deferred Shares as set out below:
. dividends — the Deferred Shares will have the right to receive a fixed cumulative preferential
dividend from the revenue profits of the Company which are available for distribution and which
the Directors determine to distribute by way of dividend in priority to any dividend payable on
ordinary share capital at the rate of 1p per annum in aggregate to be paid amongst the holders of
Deferred Shares as a class. The Deferred Shares will carry no further right to a dividend;
. voting — the Deferred Shares will not have any rights to receive notice of, or to attend or vote at
general meetings;
. return of capital — the Deferred Shares will have, on a winding-up, a preferential right to be paid
out of the assets of the Company available for distribution an amount equal to 1p for every
1,000,000 Deferred Shares (or part thereof) held prior to the surplus being distributed to the holders
of ordinary share capital. The Deferred Shares will have no further right to participate in any
surplus assets of the Company; and
. purchase by the Company — the Deferred Shares shall be capable of being purchased by the
Company at any time for an aggregate consideration of 1p (and for such purposes the Directors may
authorise any person to execute on behalf of and as attorney for the holders of Deferred Shares an
appropriate contract and may deliver it or them on their behalf).
Pursuant to paragraphs 2.1 and 2.4 of the resolution, the Directors will be authorised to enter into a
contract to purchase all the issued Deferred Shares for an aggregate amount of 1p in accordance with the
Articles as amended pursuant to paragraph 2.3 of the resolution (in the form of the contract tabled at the
meeting and which as at the date of the meeting will have been on display at the Company’s registered
office and available for inspection by members for not less than 15 days).
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13.8.1(1)(4)