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

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.
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