here - Foresight Group

More documents

Recommendations

Info

Directors John Howard Gregory (Chairman of the Company) Peter Frederick Dicks Dr Antony Richard Diment Gordon James Humphries Company Secretary and Custodian Foresight Fund Managers Limited ECA Court South Park Sevenoaks Kent TN13 1DU Investment Manager Foresight Group LLP ECA Court South Park Sevenoaks Kent TN13 1DU Solicitors and VCT Tax Advisers R W Blears LLP 125 Old Broad Street London EC2N 1AR Sponsor BDO LLP 125 Colmore Row Birmingham B3 3SD CORPORATE INFORMATION 4 Registered Office ECA Court 24-26 South Park Sevenoaks Kent TN13 1DU Company Registration Number 03421340 Website www.foresightgroup.eu Telephone Number 01732 471 800 Registrars and Receiving Agent Computershare Investor Services PLC The Pavilions Bridgewater Road Bristol BS99 6ZZ Auditors Ernst & Young LLP 1 More London Place London SE1 2AF Broker Singer Capital Markets Limited 1 Hanover Street London W15 1YZ Bankers Barclays Bank plc 54 Lombard Street London EC3P 3AH
PART I DEFINITIONS ‘‘Additional Consideration’’ the additional consideration payable to Keydata Shareholders who participate in the Scheme in the form of Additional New Shares subject to and in accordance with the terms of the Scheme ‘‘Additional New Shares’’ the additional New Shares to be issued to Keydata Shareholders pursuant to and in accordance with the Scheme (and each an ‘‘Additional New Share’’) equal in aggregate value to the Additional Consideration for the Shares ‘‘Admission’’ the date on which the New Shares are listed on the Official List of the UK Listing Authority and admitted to dealing on the London Stock Exchange’s market for listed securities ‘‘Articles’’ the articles of association of the Company, as amended from time to time ‘‘Board’’ or ‘‘Directors’’ the board of directors of the Company ‘‘Boyle’’ Boyle Electrical Generation Limited ‘‘Burley’’ Burley Energy Limited ‘‘CA 1985’’ Companies Act 1985, as amended ‘‘CA 2006’’ Companies Act 2006, as amended ‘‘Calculation Date’’ the date on which the Roll-Over Value and the Merger Value will be calculated, this being 24 February 2011 ‘‘Clarke’’ Clarke Power Services Limited ‘‘Companies’’ Foresight, Keydata 1 and Keydata 2 ‘‘Computershare Investor Services PLC’’ a trading name for Computershare Limited ‘‘Companies Acts’’ CA 1985 and CA 2006 ‘‘Company’’ or ‘‘Foresight’’ Foresight VCT plc ‘‘Cooke’’ Cooke Generation Limited ‘‘Deferred Shares’’ that number of Ordinary Shares which, pursuant to resolution 2 of the resolutions to be proposed at the Foresight General Meeting will (immediately after the issue of New Shares pursuant to the Scheme) be redesignated as Deferred Shares and repurchased by Foresight pursuant to the Ordinary Share Reconstruction ‘‘Derby Project’’ the proposed 3.0MW biomass-fuelled electricity generation station in Derby within the scope of the Planning Permission to be built in stages between 2011 and 2012 including the Equipment and all other tangible and intangible assets, liabilities, revenues, profits and business directly attributable or derived therefrom ‘‘Effective Date’’ the date on which the Scheme will be completed, this is anticipated as being 28 February 2011 ‘‘Enhanced Buyback’’ the proposed tender offer by the Company to purchase existing Ordinary Shares held by Shareholders where such selling ‘‘Enlarged Company’’ Shareholders commit to acquire new Ordinary Shares pursuant to an open offer made by the Company, summary details of which are contained in Part III of this document the Company, following implementation of the Scheme 5
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 3: EXPECTED TIMETABLES EXPECTED TIMETA
Page 7 and 8: ‘‘Keydata VCTs’’ Keydata 1
Page 9 and 10: (acting through the Liquidators) fo
Page 11 and 12: Whilst it is the intention of the B
Page 13 and 14: Company’s footprint in the enviro
Page 15 and 16: they agreed on an initial collabora
Page 17 and 18: Worked example Had the Scheme been
Page 19 and 20: current VCT Rules and their interpr
Page 21 and 22: The Articles shall, following the p
Page 23 and 24: PART IV THE SCHEME 1. Definitions a
Page 25 and 26: ( R ) x F M Where: R = the Roll-Ove
Page 27 and 28: 1 and Keydata 2, the Board or the K
Page 29 and 30: PART V ADDITIONAL INFORMATION 1. Re
Page 31 and 32: provisions under which the Company
Page 33 and 34: 8. General 8.1 The Company was inco
Page 35 and 36: of Ordinary Shares at the rate of 1
Page 37 and 38: purchase up to 47,741,385 Ordinary
Page 39 and 40: of voting rights in the Company as
Page 41 and 42: at the meeting you will need to app
Page 43 and 44: FORESIGHT VCT PLC NOTICE OF SEPARAT
Page 45: paragraph directly below, your prox

here - Foresight Group

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?