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

(payable quarterly in advance together with any applicable VAT) calculated on a quarterly basis of
0.075% of the gross proceeds of the Foresight 2 Ordinary Share, Foresight 2 C Share and
Foresight 2 Planned Exit Share offers capped at £100,000 per year (but annually uplifted for RPI)
at the previous quarter end.
4.3 A carried interest agreement dated 23 September 2004 between Foresight 2 (1) and Foresight
Group (2) pursuant to which Foresight 2 has granted to Foresight Group an option to subscribe for
3,906,866 Foresight 2 Ordinary Shares at par if all distributions (whether in cash or otherwise) paid
or declared by Foresight 2 pro rata to all holders of Foresight 2 Ordinary Shares is not less than 60p
per share prior to 23 September 2011 or 90p per share thereafter, and the net asset value
attributable to the Foresight 2 Ordinary Shares issued is not less than the total amount subscribed
(including by way of premium, less issue costs for Foresight 2 Ordinary Shares), less the total
amount paid (including by way of premium) by Foresight 2 in purchasing its own Foresight 2
Ordinary Shares. This agreement further provides that if the Company issues shares otherwise
than pursuant to the above option at a time when the option remains outstanding and unexercised,
the agreement shall be amended to such extent as may be necessary to ensure that the benefit of
the option after that further issue of shares is equal to the benefit existing prior to that further issue
of shares
4.4 A carried interest agreement dated 10 December 2007 between Foresight 2 (1) and Foresight
Group (2) pursuant to which Foresight Group is entitled to be issued with such number of
Foresight 2 C Shares at a subscription price of par value as represents 15% (at the then prevailing
net asset value per Foresight 2 C Share adjusted to take into account the relevant distribution) of
each revenue or capital distribution paid to Foresight 2 C Shareholders. Such Foresight 2 C Shares
will only be issued to Foresight Group if the aggregate value of an investment or collection of
investments comprising net asset value plus the aggregate amount of all distributions (both
revenue and capital) made (‘‘Total Return’’) exceeds, both immediately before and immediately
after the issue of Foresight 2 C Shares, the Foresight 2 C Shares’ original subscription price of £1.
By way of example Foresight 2 C Shares will need to show a base NAV Total Return of 100p or
more before Foresight Group will be entitled to receive 15% of any distributions made by
Foresight 2 to C Shareholders following such issue. The base NAV Total Return will increase after
each performance incentive payment by an amount based on the dividend payment to
shareholders.
4.5 A carried interest agreement between Foresight 2 (1) and Foresight Group (2) dated 28 January
2010 pursuant to which Foresight Group are entitled, once the holders of Foresight 2 Planned Exit
Shares have received 110p of distributions per Foresight 2 Planned Exit Shares, to the next 15p of
distributions per Foresight 2 Planned Exit Shares, thereafter 20% of all further distributions per
Planned Exit Shares. This entitlement can be satisfied at the discretion of the Foresight 2 Board
wholly or partly in cash and wholly or partly by the issue of a number of Foresight 2 Planned Exit
Shares which, on issue, will have an aggregate net asset value (using the most recently published
net asset value per Foresight 2 Planned Exit Share in the relevant Company) equal to the amount
to be satisfied through the issue of such shares.
4.6 A sponsor and promoter agreement dated 28 January 2010 between Foresight 1 (1),
Foresight 2 (2), the Directors of Foresight 1 (3), the Directors of Foresight 2 (4), Foresight
Group (5) and BDO LLP (6), pursuant to which Foresight Group agreed to act as promoter in
connection with the offer of the Foresight 1 Planned Exit Shares and Foresight 2 Planned Exit
Shares. The agreement contained warranties given by Foresight 2 to Foresight Group. Foresight
Group received a fee of 5.5% of the gross amount raised pursuant to this offer.
5. Foresight Group
5.1 Foresight Group is an alternative asset manager with a 26 year track record and specific expertise
in infrastructure and private equity. The team has over 200 years of collective investment
experience and combines investors’ capital and its own hands-on expertise with the intention of
creating long-term value and generating attractive returns for shareholders. Foresight Group offers
both private and institutional investors access to a range of investment opportunities and a
comprehensive management service in its chosen areas of specialisation.
5.2 Foresight Group (telephone number 01732 471 800) was incorporated and registered in England
and Wales as a limited liability partnership on 25 October 2001 under number OC300878.
Foresight Group’s registered office and principal place of business is at ECA Court, 24-26 South
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