here - Foresight Group
here - Foresight Group
here - Foresight Group
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4. Directors and their Interests<br />
4.1 The names and business addresses of the Directors, all of whom are non-executive, are as follows:<br />
. John Gregory<br />
. Peter Dicks<br />
. Antony Diment<br />
. Gordon Humphries<br />
all of ECA Court, 24-26 South Park, Sevenoaks, Kent TN13 1DU (the registered office and<br />
principal place of business of the Company).<br />
4.2 As at 26 January 2011 (this being the latest practicable date prior to publication of this document),<br />
the interests of the Directors (and their immediate families) in the issued share capital of the<br />
Company were as follows:<br />
Director Number<br />
Ordinary Shares Planned Exit Shares<br />
% of<br />
Share<br />
Capital Number<br />
% of<br />
Share<br />
Capital<br />
John Gregory nil nil nil nil<br />
Peter Dicks 91,283 0.19 nil nil<br />
Antony Diment 54,128 0.11 nil nil<br />
Gordon Humphries 6,204 0.01 nil nil<br />
4.3 None of the Directors has an interest in Keydata 1 Shares and Keydata 2 Shares and none of the<br />
directors in Keydata 1 and Keydata 2 has an interest in the Shares.<br />
4.4 John Gregory was appointed as a director on 30 July 2010. Peter Dicks and Antony Diment were<br />
appointed on 22 August 1997 as directors of <strong>Foresight</strong>. Gordon Humphries was appointed as a<br />
director of <strong>Foresight</strong> on 9 March 2007. None of the Directors has a service contract and may resign<br />
at any time by giving 12 month’s notice in writing to the Board or by mutual consent. All Directors<br />
are subject to retirement by rotation. Their appointment does not confer any right to hold office for<br />
any period nor any right to compensation if they cease to be directors. The total annual<br />
remuneration receivable by John Gregory as chairman is £25,000 per annum and of Peter Dicks is<br />
£18,250. The total annual remuneration receivable by Antony Diment and Gordon Humphries is<br />
£19,500 and £18,250 respectively. The office of non-executive director of <strong>Foresight</strong> is not<br />
pensionable. Aggregate Directors’ emoluments in respect of qualifying services for the period<br />
ended 31 December 2009 amounted to £62,750 (plus applicable VAT) and aggregate emoluments<br />
for the current year are expected to be £81,000. Emoluments for the current year are not expected<br />
to change if the Scheme is approved or not approved by Shareholders.<br />
4.5 No Director is or has been interested in any transaction which is or was unusual in its nature or<br />
conditions or significant to the business of the Company and which was effected by the Company in<br />
the financial year ended 31 December 2009 or in the current financial year or which was effected in<br />
an earlier financial year and remains in any respect outstanding or unperformed.<br />
5 Substantial Shareholders<br />
As at 26 January 2011 (this being the latest practicable date prior to publication of this document), the<br />
Company is not aware of any person, who immediately following the issue of the New Shares pursuant to<br />
the Scheme, directly or indirectly, has an interest in the Company’s capital or voting rights which is<br />
notifiable under UK law (under which, pursuant to CA 2006 and the Listing Rules and the Disclosure &<br />
Transparency Rules of the Financial Services Authority, a holding of 3 per cent. or more must be notified<br />
to the Company).<br />
6 Material Contracts<br />
6.1 Save as disclosed in this paragraph 6.1, the Company has not entered, other than in the ordinary<br />
course of business, into any contract which is or may be material to the Company within the two<br />
years immediately preceding the publication of this document or into any contract containing<br />
30<br />
13.7.2(c)<br />
13.7.2(d)