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

PART IV
EXPLANATION OF THE RESOLUTIONS
An explanation of the Resolutions to be proposed at each of the Foresight 1 Meetings and the
Foresight 2 Meetings is set out below.
Foresight 1 Meetings
Foresight 1 General Meeting
Resolution 1 is a composite resolution which will create and authorise the issue of Infrastructure Shares
and approve related matters as set out below and is subject to the approval of Resolution 1 to be
proposed at each of the Foresight 1 Class Meetings.
Paragraph 1.1 of Resolution 1 will approve the amendment of the existing Articles of Foresight 1 as set
out in Part III of this document.
Paragraph 1.2 of Resolution 1 will authorise the Directors pursuant to section 551 CA 2006 to allot
Infrastructure Shares in Foresight 1 up to an aggregate nominal value of £180,000 (representing 51.6%
of the entire issued share capital of Foresight 1 as at 5 September 2011, this being the latest practicable
date prior to publication of this document). The authority conferred by paragraph 1.2 of Resolution 1 will
expire on the fifth anniversary of the date of the passing of the resolution unless renewed, varied or
revoked by Foresight 1 in general meeting and will be in addition to existing authorities. The Foresight 1
Board intends to utilise this authority in the next 12 months for the purposes set out in paragraph 1.3 of
Resolution 1.
Paragraph 1.3 of Resolution 1 will disapply pre-emption rights in respect of the allotment of Infrastructure
Shares (i) up to an aggregate nominal value of up to £150,000 in connection with the Offer, (ii) up to an
aggregate nominal value of 10% of the issued Foresight 1 Infrastructure Share capital from time to time
at an issue price of 1p per share to Foresight Group in connection with performance incentive
arrangements and (iii) up to an aggregate nominal value of 10% of the issued Foresight 1 Infrastructure
Share capital from time to time (in each case, the proceeds of which may be used, in part or whole, to
purchase Foresight 1’s own Infrastructure Shares). The authority conferred by paragraph 1.3 of
Resolution 1 will expire on the conclusion of the annual general meeting of Foresight 1 to be held in 2012
and will be in addition to existing authorities.
Paragraph 1.4 of Resolution 1 will authorise Foresight 1 to make market purchases of up to 2,248,500 of
its Infrastructure Shares. Any Infrastructure Shares bought back under this authority will be at such price
as may be determined by the Foresight 1 Board, but no less than 1p per share and no greater than the
most recently published net asset value per Infrastructure Share prior to the date of purchase (less
transaction costs), and may be cancelled or held in treasury as may be determined by the Foresight 1
Board. The authority conferred by paragraph 1.4 of Resolution 1 will expire on the conclusion of the
annual general meeting of Foresight 1 to be held in 2012 and will be in addition to existing authorities.
The Foresight 1 Board intends to use this authority to facilitate an Infrastructure Share buy-back policy.
Paragraph 1.5 of Resolution 1 will approve, subject to confirmation by an order of the Court, the
cancellation of Foresight 1’s share premium account attributable to the issue of Infrastructure Shares in
Foresight 1.
Paragraph 1.6 of Resolution 1 will approve the Foresight 1 Related Party Transactions between
Foresight 1 and Foresight Group.
Resolution 2 will authorise the Foresight 1 Board to offer Foresight 1 Shareholders the opportunity to
sell all or some of their existing Foresight 1 Ordinary Shares and to buy new Foresight 1 Ordinary Shares
in order to qualify for further income tax relief of up to 30% (‘‘an enhanced buyback’’).
Foresight 1 will buy back Foresight 1 Ordinary Shares at a fixed price equal to the latest published net
asset value per Foresight 1 Ordinary Share prior to the date of purchase (multiplied by 0.97 to take into
account transaction costs), rounded down to the nearest £0.01 per share. The proceeds would be used
to purchase new Foresight 1 Ordinary Shares at a subscription price per share equal to the latest
published net asset value per Foresight 1 Ordinary Share as at close of business prior to the date of
allotment, rounded up to the nearest £0.01 per share.
The aggregate number of Foresight 1 Ordinary Shares which may be bought back and issued (having
disapplied pre-emption rights) under this authority is 2,869,427 (representing 10% of the current issued
16