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