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

PART III
AMENDMENTS TO THE ARTICLES
In order to provide for the rights attaching to the Infrastructure Shares, it is proposed that the Articles of
each Company, unless already provided for, be amended as set out below.
(a) Definitions
Definitions for both Companies
‘‘Infrastructure Share Surplus’’ means the assets of the Company attributable to the Infrastructure
Shares (including, for the avoidance of doubt, any income and/or revenue arising from or relating to
such assets) less such proportion of the Company’s liabilities, including the costs and expenses of
liquidation or return of capital (as the case may be), as the Directors or the liquidator (as the case
may be) shall reasonably allocate to the assets of the Company attributable to the Infrastructure
Shares.
‘‘Infrastructure Shareholders’’ means the holders of Infrastructure Shares from time to time.
‘‘Infrastructure Shares’’ means infrastructure shares of 1p each in the capital of the Company.
‘‘Ordinary Share Surplus’’ means the assets of the Company attributable to the Ordinary Shares
(including, for the avoidance of doubt, any income and/or revenue arising from or relating to such
assets) less such proportion of the Company’s liabilities, including the costs and expenses of
liquidation or return of capital (as the case may be), as the Directors or the liquidator (as the case
may be) shall reasonably allocate to the assets of the Company attributable to the Ordinary
Shares.
‘‘Ordinary Shareholders’’ means the holders of Ordinary Shares from time to time.
‘‘Ordinary Shares’’ means ordinary shares of 1p each in the capital of the Company.
‘‘Statutes’’ means CA 2006, as amended and supplemented, and every other statute for the time
being in force concerning companies affecting the Company.
‘‘Planned Exit Share Surplus’’ means the assets of the Company attributable to the Planned Exit
Shares (including, for the avoidance of doubt, any income and/or revenue arising from or relating to
such assets) less such proportion of the Company’s liabilities, including the costs and expenses of
liquidation or return of capital (as the case may be), as the Directors or the liquidator (as the case
may be) shall reasonably allocate to the assets of the Company attributable to the Planned Exit
Shares.
‘‘Planned Exit Shareholders’’ means the holders of Planned Exit Shares from time to time.
‘‘Planned Exit Shares’’ means planned exit shares of 1p each in the capital of the Company.
Additional Definitions for Foresight 2
‘‘C Share Surplus’’ means the assets of the Company attributable to the C Shares (including, for
the avoidance of doubt, any income and/or revenue arising from or relating to such assets) less
such proportion of the Company’s liabilities, including the costs and expenses of liquidation or
return of capital (as the case may be), as the Directors or the liquidator (as the case may be) shall
reasonably allocate to the assets of the Company attributable to the C Shares.
‘‘C Shareholders’’ means the holders of C Shares from time to time.
‘‘C Shares’’ means C ordinary shares of 1p each in the capital of the Company.
(b) Undertakings
Without prejudice to its obligations under the Statutes, the Company shall (i) procure that the
Company’s records and bank accounts shall be operated so that the assets attributable to the
Shareholders of each class of share in the Company can, at all times, be separately identified and,
in particular but without prejudice to the generality of the foregoing, the Company shall procure that
separate income and expenditure accounts (or, if applicable, profit and loss accounts) balance
sheets and cash flow accounts and such other separate accounts as may, in the opinion of the
Board, be desirable to ensure compliance by the Company with the provisions of section 259 of ITA
13