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

Foresight 1 and which was effected by Foresight 1 in the years ended 31 December 2008, 2009
and 2010 or in the current financial year to date or which was effected in an earlier financial year
and remains in any respect outstanding or unperformed.
3. Substantial Shareholders
As at 5 September 2011 (this being the latest practicable date prior to publication of this
document), Foresight 1 is not aware of any person who, directly or indirectly, has or will have an
interest in Foresight 1’s entire issued capital or voting rights which is notifiable under UK law (under
which, pursuant to CA 2006 and the Listing Rules and the Disclosure & Transparency Rules of the
FSA, a holding of 3% or more must be notified to Foresight 1).
4. Material Contracts
Save as disclosed in this paragraph 4, Foresight 1 has not entered, other than in the ordinary
course of business, into any contract which is or may be material to Foresight 1 within the two
years immediately preceding the publication of this document or into any contract containing
provisions under which Foresight 1 has any obligation or entitlement which is material to
Foresight 1 as at the date of this document:
4.1 An investment adviser’s agreement dated 11 October 1999 between Foresight 1 (1) and VCF
Partners (novated to Foresight Group pursuant to a novation agreement dated 1 April 2002) (2) (as
amended by supplemental agreements dated 17 October 2003 and 28 January 2010) pursuant to
which Foresight Group has been appointed as the investment manager to Foresight 1.
In respect of the Foresight 1 Ordinary Shares fund, the appointment is terminable on not less than
one years’ notice in writing. In respect of the Foresight 1 Planned Exit Shares fund, the
appointment is terminable on not less than one years’ notice in writing at any time after 30 June
2012 (this being the second anniversary after the closing date of the Foresight 1 Planned Exit
Shares offer). The appointment may also be terminated in circumstances of material breach by
either party and, in any event, Foresight 1 may appoint other parties in substitution for Foresight
Group as investment manager in respect of the whole or part of Foresight 1’s investment portfolio if
it believes that this is necessary to preserve the status of Foresight 1 as a VCT.
In respect of the Foresight 1 Ordinary Shares fund, Foresight Group receives an annual
management fee of an amount equivalent to 2.0% of the net assets of the Foresight 1 Ordinary
Shares fund, calculated and payable quarterly in advance, together with any applicable VAT
thereon.
In respect of the Foresight 1 Planned Exit Shares fund, Foresight Group receives an annual
management fee of an amount equivalent to 1.0% of the net assets of the Foresight 1 Planned Exit
Shares fund, calculated and payable quarterly in advance, together with any applicable VAT
thereon.
The agreement contains usual provisions indemnifying Foresight Group against any liability not
due to its default, gross negligence, fraud or breach of FSMA.
4.2 An oral agreement made on 7 March 2005 between Foresight 1 (1) and Foresight Fund Managers
Limited (2) pursuant to which Foresight Fund Managers Limited has been appointed as the
secretary, administrator and custodian to Foresight 1. The services to be provided will include all
necessary secretarial, accounting, bookkeeping and custodian services required in connection with
the business and operation of Foresight 1. The appointment may be terminated by not less than
one year’s notice in writing. The appointment may also be terminated in circumstances of material
breach by either party. Foresight Fund Managers Limited will receive an annual fee from
Foresight 1 of £100,000 plus VAT payable quarterly in advance.
4.3 A carried interest agreement dated 16 January 2007 between Foresight 1 (1) and Foresight Group
(2) pursuant to which Foresight 1 has granted to Foresight Group the entitlement to subscribe at
par for such number of Foresight 1 Ordinary Shares as represents 15% (at the then prevailing net
asset value per Foresight 1 Ordinary Share adjusted to take into account the relevant dividend to
be paid) of the aggregate of each (revenue or capital) distribution paid to the holders of Foresight 1
Ordinary Shares. Foresight 1 Ordinary Shares will only be issued if the Total Return per Foresight 1
Ordinary Share amounts to at least 100p per Foresight 1 Ordinary Share immediately before the
relevant dividend is paid and after the issue of such Foresight 1 Ordinary Shares. For these
purposes ‘‘Total Return’’ shall mean the aggregate of (i) the then NAV of Foresight 1 Ordinary
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