here - Foresight Group

‘‘Planned Exit Shares’’
indirectly for that person’s benefit and in all cases treating a person as
entitled to do anything which that person is entitled to do at a future
date, or will at a future date be entitled to do
planned exit shares of 1p each in the capital of the Company
‘‘Planning Permission’’ the planning permission to build the Derby Project granted by Derby
City Council under application number DER/02/08/00261/PRI
‘‘Planned Exit Shareholders’’
approved on the 28 July 2008 as it exists as at the date of this
document
holders of the Planned Exit Shares
‘‘Proposals’’ the proposals to effect the merger of the Companies by way of the
Scheme and pass the resolutions numbered 1, 2, 3 and 4 to be
proposed at the Foresight Meetings
‘‘Prospectus’’ the Registration Document published by the Company on 28 January
2010 and the Summary and Securities Note
‘‘Reconstruction’’ the reconstruction effected on 16 January 2007 whereby, 14,791,348
ordinary shares in the capital of Foresight in issue as at 15 January
2007 were redesignated as 10,177,029 C ordinary shares in
‘‘Record Date’’
accordance with a conversion ratio such that the total number of
shares so redesignated was in proportion to the ratio which the
unaudited net asset value of the such ordinary shares bore to the
unaudited net asset value of the C Shares in the capital of Foresight
in issue as at 15 January 2007. The balance of 4,614,319 ordinary
shares also in issue as at 15 January 2007, having a nominal value of
£46,143 was redesignated as deferred shares and was purchased by
Foresight for an aggregate amount of 1p. All of the resulting
45,153,120 C Shares were then redesignated as Ordinary Shares and
the articles of association of Foresight were amended so that all of
the assets and liabilities of Foresight as at 16 January 2007 were
merged into a single pool of assets and liabilities to which the holders
of Ordinary Shares are exclusively entitled
the record date by reference to which Keydata Shareholders’
entitlements will be allocated pursuant to the Scheme, this being 24
February 2011
‘‘Registration Document’’ the registration document dated 28 January 2010 which forms part of
the Prospectus
‘‘Roll-Over Value’’ the value of a Keydata 1 Share and Keydata 2 Share calculated in
accordance with paragraph 4 of Part IV of this document
‘‘Summary and Securities Note’’ the summary and securities note published on 27 January 2011 by
Foresight that forms part of the Prospectus
‘‘Scheme’’ the proposed merger of the Company with Keydata 1 and Keydata 2
by means of placing Keydata 1 and Keydata 2 into members’
voluntary liquidation pursuant to Section 110 of IA 1986 and the
acquisition by the Company of all of the assets and liabilities of
Keydata 1 and Keydata 2 in consideration for New Shares and the
payment of Additional Consideration as set out in Part IV of this
document
‘‘Shareholder’’ a holder of Shares
‘‘Shares’’ Ordinary Shares and Planned Exit Shares (and each a ‘‘Share’’) as
the context may require
‘‘Spencer’’ Spencer Energy Services Limited
‘‘TCGA 1992’’ Taxation of Chargeable Gains Act 1992, as amended
‘‘Transfer Agreement’’ the agreement between the Company and Keydata 1 and Keydata 2
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