FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group
FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group
FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group
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Resolution 2 will authorise the <strong>Foresight</strong> 2 Board to offer <strong>Foresight</strong> 2 Shareholders the opportunity to<br />
sell all or some of their existing <strong>Foresight</strong> 2 Ordinary Shares and to buy new <strong>Foresight</strong> 2 Ordinary Shares<br />
in order to qualify for further income tax relief of up to 30% (‘‘an enhanced buyback’’).<br />
<strong>Foresight</strong> 2 will buy back <strong>Foresight</strong> 2 Ordinary Shares at a fixed price equal to the latest published net<br />
asset value per <strong>Foresight</strong> 2 Ordinary Share prior to the date of purchase (multiplied by 0.97 to take into<br />
account transaction costs), rounded down to the nearest £0.01 per share. The proceeds would be used<br />
to purchase new <strong>Foresight</strong> 2 Ordinary Shares at a subscription price per share equal to the latest<br />
published net asset value per <strong>Foresight</strong> 2 Ordinary Share as at close of business prior to the date of<br />
allotment, rounded up to the nearest £0.01 per share.<br />
The aggregate number of <strong>Foresight</strong> 2 Ordinary Shares which may be bought back and issued (having<br />
disapplied pre-emption rights) under this authority is 2,108,834 <strong>Foresight</strong> 2 Ordinary Shares<br />
(representing 10% of the current issued <strong>Foresight</strong> 2 Ordinary Share capital. The <strong>Foresight</strong> 2 Ordinary<br />
Shares purchased pursuant to this authority may be cancelled or held in treasury as may be determined<br />
by the <strong>Foresight</strong> 2 Board. The authority conferred by Resolution 2 will expire on the conclusion of the<br />
annual general meeting of <strong>Foresight</strong> 2 to be held in 2012 and will be in addition to existing authorities and<br />
the authorities conferred by Resolution 1. The <strong>Foresight</strong> 2 Board intends to use this authority to facilitate<br />
an enhanced buy-back scheme if it believes it to be in the interests of holders of <strong>Foresight</strong> 2 Ordinary<br />
Shares.<br />
No net cash payment would be required from a holder of <strong>Foresight</strong> 2 Ordinary Shares participating in the<br />
enhanced buyback as the new <strong>Foresight</strong> 2 Ordinary Shares applied for under the arrangement would be<br />
paid for out of the proceeds of existing <strong>Foresight</strong> 2 Ordinary Shares purchased under the buyback.<br />
Resolution 3 will authorise the <strong>Foresight</strong> 2 Board to offer <strong>Foresight</strong> 2 Shareholders the opportunity to<br />
sell all or some of their existing <strong>Foresight</strong> 2 C Shares and to buy new <strong>Foresight</strong> 2 C Shares in order to<br />
qualify for further income tax relief of up to 30% (‘‘an enhanced buyback’’).<br />
<strong>Foresight</strong> 2 will buy back <strong>Foresight</strong> 2 C Shares at a fixed price equal to the latest published net asset<br />
value per <strong>Foresight</strong> 2 C Share prior to the date of purchase (multiplied by 0.97 to take into account<br />
transaction costs), rounded down to the nearest £0.01 per share. The proceeds would be used to<br />
purchase new <strong>Foresight</strong> 2 C Shares at a subscription price per share equal to the latest published net<br />
asset value per <strong>Foresight</strong> 2 C Share as at close of business prior to the date of allotment, rounded up to<br />
the nearest £0.01 per share.<br />
The aggregate number of <strong>Foresight</strong> 2 C Shares which may be bought back and issued (having<br />
disapplied pre-emption rights) under this authority is 2,469,944 <strong>Foresight</strong> 2 C Shares (representing 10%<br />
of the current issued <strong>Foresight</strong> 2 C Share capital. The <strong>Foresight</strong> 2 C Shares purchased pursuant to this<br />
authority may be cancelled or held in treasury as may be determined by the <strong>Foresight</strong> 2 Board. The<br />
authority conferred by Resolution 3 will expire on the conclusion of the annual general meeting of<br />
<strong>Foresight</strong> 2 to be held in 2012 and will be in addition to existing authorities and the authorities conferred<br />
by Resolutions 1 and 2. The <strong>Foresight</strong> 2 Board intends to use this authority to facilitate an enhanced buyback<br />
scheme if it believes it to be in the interests of holders of <strong>Foresight</strong> 2 C Shares.<br />
No net cash payment would be required from a holder of <strong>Foresight</strong> 2 C Shares participating in the<br />
enhanced buyback as the new <strong>Foresight</strong> 2 C Shares applied for under the arrangement would be paid<br />
for out of the proceeds of existing <strong>Foresight</strong> 2 C Shares purchased under the buyback.<br />
<strong>Foresight</strong> 2 Class Meetings<br />
The Resolutions to be proposed at the <strong>Foresight</strong> 2 Class Meetings, if passed, will approve the passing of<br />
the Resolutions to be proposed at the <strong>Foresight</strong> 2 General Meeting and will sanction any modification of<br />
the rights of <strong>Foresight</strong> 2 Ordinary Shareholders, <strong>Foresight</strong> 2 C Shareholders and <strong>Foresight</strong> 2 Planned<br />
Exit Shareholders resulting therefrom.<br />
Special Resolutions<br />
The Resolutions to be proposed at each of the <strong>Foresight</strong> 1 Meetings and the <strong>Foresight</strong> 2 Meetings will be<br />
proposed as special resolutions meaning that for the Resolution to be passed at least 75% of the votes<br />
cast at the relevant meeting must be in favour of the Resolution.<br />
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