here - Foresight Group

Where:
A = the unaudited net asset value of Keydata as at 5.00 pm on the Calculation Date, calculated in
accordance with its normal accounting policies;
B = any adjustment required to A in order to reflect a reduced valuation of the Equipment owned
by the Keydata Portfolio Companies of £2,365,000;
C = any adjustment that both the Board and the Keydata Boards (acting jointly) consider
appropriate to reflect any other actual or contingent liability of Keydata between 31 August
2009 and the Calculation Date (including, for the avoidance of doubt, the running costs of
Keydata);
D = the costs of the Scheme (to the extent not already paid or accrued for by Keydata 1 and
Keydata 2 and reflected for in ‘‘A’’ above) plus £10,000* (representing an amount of
contingency to cover any unforeseen additional costs attributable to Keydata incurred by the
Company, which will indemnify the Liquidators in respect of all costs of Keydata following the
transfer on the Effective Date);
E = the amount estimated to be required to purchase the holdings of shares from dissenting
holders of Keydata Shares; and
F = the number of Shares in issue following close of business on the Record Date (save for any
Keydata Shares held by dissenting holders of Keydata Shares).
*Any unutilized part of the contingency sum of £10,000 will be added to the Enterprise Value of the
Derby Project.
The Company
The Merger Value will be calculated as follows:
G + H+ I
J
Where:
G = the unaudited net asset value of the Ordinary Share Fund of Company as at 30 June 2010
calculated in accordance with the Company’s normal accounting policies;
H = any increase/decrease in the valuations of: (i) quoted investments held by the Ordinary Share
Fund in securities listed on a recognised stock exchange (including AIM and the PLUS-traded
or PLUS-quoted markets) by reference to their bid price as at the close of business from 30
June 2010 to the Calculation Date; (ii) unquoted investments held by the Ordinary Share Fund
where there has been an event in the period between 30 June 2010 and the Calculation Date
which requires a revaluation of the investment in accordance with Financial Reporting
Standards 26 ‘Financial Instruments: Measurement (IAS 39)’ and using the International
Private Equity and Venture Capital Valuation Guidelines; and (iii) an investment held by the
Ordinary Share Fund following an event in the period between 30 June 2010 and the
Calculation Date, which, in the opinion of both the Board and the Keydata Boards (acting
jointly), has had a material impact on such an investment;
I = any adjustment that both the Board and the Keydata Boards (acting jointly) consider
appropriate to reflect any other actual or contingent benefit or liability of the Ordinary Share
Fund between 30 June 2010 and the Calculation Date (including, for the avoidance of doubt,
acquisitions and disposals of investments, income from securities and running costs of the
Company);
J = the number of the Ordinary Shares in issue following close of business on the Calculation Date.
Number of New Shares to be issued
The number of New Shares (excluding the Additional New Shares) to be issued to Keydata Shareholders
(save for any dissenting Keydata Shareholders) will be calculated as follows:
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