FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group

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approximately 0.19% of the issued Foresight 1 Ordinary Share capital). The Foresight 1 Board does not hold any Foresight 1 Planned Exit Shares. The Foresight 2 Board believes that the Foresight 2 Proposals and the Resolutions to be proposed at the Foresight 2 Meetings are in the best interests of Foresight 2 Shareholders as a whole and unanimously recommends Foresight 2 Shareholders to vote in favour of such Resolutions as they intend to do in respect of their own holdings of 132,641 Foresight 2 Shares representing approximately 0.26% of the entire issued Foresight 2 Share capital (these being 81,391 Foresight 2 Ordinary Shares, representing approximately 0.39% of the issued Foresight 2 Ordinary Share capital and, 51,250 Foresight 2 C Shares, representing approximately 0.19% of the issued Foresight 2 C Share capital). The Foresight 2 Board does not hold any Foresight 2 Planned Exit Shares. Yours faithfully John Gregory Chairman Foresight VCT plc Jocelin Harris Chairman Foresight 2 VCT plc 10
PART II INFRASTRUCTURE SHARES Creation of the Infrastructure Shares Fund The Articles of each Company will be amended to provide for the rights attaching to the new class of Infrastructure Shares. The Infrastructure Shares will rank pari passu with the existing issued Shares in the relevant Company, save that each class of share will be entitled to the assets, distributions and returns on liquidation arising in respect of their relevant share class. The segregation of each Company’s assets into separate share classes will mean that the holders of the relevant share class will be exclusively entitled to the net returns flowing from the investments and assets attributable to their class of shares. Each share class will bear its pro rata portion (based on net assets) of the running costs of the relevant Company, unless expenses can be attributed to a relevant share class. All Shareholders will share the benefit of spreading each Company’s administration costs over a wider asset base. The Infrastructure Shares fund will, however, be subject to the overall financial position and performance of the Company as a number of accounting, company law and HMRC provisions are applied at Company level. Although each Company’s existing share classes will benefit from fixed costs being spread across a larger asset base, they will continue, however, to be subject to the overall financial position and performance of that Company as a number of accounting, company law and VCT tests are applied at Company level. In addition, if, on liquidation, in the unlikely event there was a deficit in relation to one share class, such deficit would be borne by the other share classes. Further details of the rights attaching to the Infrastructure Shares, as will be provided for by the amendments to the Articles of each Company, are set out in Part III of this document. The investment policies of the Companies were amended in 2010 prior to the launch of the Planned Exit Shares. As a result of this amendment, the investment policies of the Companies cover multiple share classes and do not need to be amended as a result of the Infrastructure Shares. The Offer The Boards intend to launch a joint offer for subscription to raise up to £30 million through the issue of Infrastructure Shares in October 2011. It is intended that the Offer will remain open (unless fully subscribed earlier) until the end of June 2012. The Infrastructure Shares will be issued at £1 per share. The Offer will be available both to existing Shareholders in the Companies and to new investors. Applications will be split equally between the companies and fractions of Infrastructure Shares will not be allotted. Although the Infrastructure Shares are intended to be issued in certificated form, the Companies will apply for the Infrastructure Shares to be admitted to CREST so that Shareholders can transfer their holding into uncertificated form following allotment should they so wish. Application will be made for the Infrastructure Shares to be admitted to the Official List and to trading on the premium segment of the London Stock Exchange’s market for listed securities. General Infrastructure Share Issue and Buy-back Authorities Each of the Boards also propose to take authority to issue (having dis-applied pre-emption rights) (i) up to an aggregate nominal value of 10% of the issued Infrastructure Share capital of their respective Company in connection with performance incentive arrangements with Foresight Group and (ii) up to an aggregate nominal value of 10% of the issued Infrastructure Share capital of their respective Company. This latter authority may be used following the close of the Offer if the relevant Board believes there is further interest in investing in the Infrastructure Shares fund. In addition, it is proposed that each Company be authorised to purchase up to 2,248,500 Infrastructure Shares (representing approximately 14.99% of the expected number of issued Infrastructure Shares of each Company, assuming full subscription, following the Offer). This authority will provide flexibility for each Company should Infrastructure Shares become available in the market for purchase, though it is not expected that such authority will be materially called upon during the five-year holding period required for upfront VCT tax reliefs to be maintained. 11
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 3 and 4: EXPECTED TIMETABLES FORESIGHT 1 MEE
Page 5 and 6: ‘‘Foresight 2’’ Foresight 2
Page 7 and 8: PART I LETTER FROM THE CHAIRMEN FOR
Page 9: mid-market quotations of the shares
Page 13 and 14: PART III AMENDMENTS TO THE ARTICLES
Page 15 and 16: (i) any alteration to the Articles;
Page 17 and 18: Foresight 1 Ordinary Share capital)
Page 19 and 20: PART V FORESIGHT 1 ADDITIONAL INFOR
Page 21 and 22: Shares and (ii) an amount equal to
Page 23 and 24: PART VI FORESIGHT 2 ADDITIONAL INFO
Page 25 and 26: (payable quarterly in advance toget
Page 27 and 28: CORPORATE INFORMATION Directors of
Page 29 and 30: (i) the aggregate number of Infrast
Page 31 and 32: 8. In accordance with section 325 o
Page 33 and 34: Notes: 1 None of the directors has
Page 35 and 36: FORESIGHT VCT PLC (Registered in En
Page 39 and 40: (i) the aggregate number of Infrast
Page 41 and 42: 6. CREST members who wish to appoin
Page 43 and 44: Notes: 1 None of the directors has
Page 45 and 46: FORESIGHT 2 VCT PLC (Registered in
Page 49 and 50: Notes: 1. None of the directors has
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FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group

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