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

Park, Sevenoaks, Kent TN13 1DU. Foresight Group is authorised and regulated by the Financial
Services Authority to advise on investments, arrange deals in investments and to make
arrangements with a view to transactions in investments. The principal legislation under which
Foresight Group operates is the provisions of the Limited Liability Partnership Act 2000 and the
relevant provisions of CA 2006 (and regulations made thereunder).
5.3 Foresight Group has recently been subject to a restructuring of its membership resulting in Bernard
Fairman transferring his holding in Foresight Group to Foresight Group CI Limited (a company
incorporated and registered in Guernsey on 12 February 2010, with registered number 51471) of
which he is the sole shareholder. This has resulted in Foresight Group CI Limited becoming the
controlling member of Foresight Group. Bernard Fairman now provides his services to Foresight
Group through the provision of services to Foresight Group CI Limited (this resulting in there having
been no material change in the manner in which Foresight Group provides services to the
Company).
6. General
6.1 Foresight 2 was incorporated and registered in England and Wales under CA 1985 as a public
company with limited liability on 9 August 2004 with registered number 05200494. The principal
legislation under which Foresight 2 operates is CA 2006 (and regulations made thereunder). The
legal and commercial name of Foresight 2 is Foresight 2 VCT plc. Foresight 2 is domiciled in
England. Foresight 2 has no employees or subsidiaries.
6.2 Statutory accounts of Foresight 2 for the years ended 30 September 2008, 2009 and 2010 in
respect of which Foresight 2’s former auditors, Ernst & Young LLP, have made unqualified reports
under section 235 CA 1985/section 495 of CA 2006 have been delivered to the Registrar of
Companies and such reports did not contain any statements under sections 237(2) or (3) CA 1985/
section 495 to section 497A of CA 2006. Foresight 2’s current auditors are KPMG Auditors LLP.
6.3 Save for the fees paid to Foresight Group and Foresight Fund Managers Limited under the
arrangements set out at paragraph 4 above, the fees paid to the Foresight 2 Directors as detailed in
paragraph 2.3 above, fees paid to Foresight Group of £541,867 (2008), £190,624 (2009), £334,214
(2010) and £31,835 (current year) in respect of promotion fees, there were no related party
transactions or fees paid by Foresight 2 during the years ended 30 September 2008, 2009 and
2010 or to the date of this document in the current financial year.
6.4 At the date of this document, there has been no significant change in the financial or trading
position of Foresight 2 since 31 March 2011, the date to which the last unaudited interim accounts
of Foresight 2 were published.
6.5 There are no governmental, legal or arbitration proceedings (including any such proceedings which
are or were pending or threatened of which Foresight 2 is aware) at any time in the 12 months
immediately preceding the date of this document which may have, or have had in the recent past, a
significant effect on Foresight 2’s financial position or profitability.
7. Documents Available for Inspection
Copies of the following documents will be available for inspection during normal business hours on
any day (Saturdays, Sundays and public holidays excepted) from the date of this document until
the Foresight 2 General Meeting at the offices of Martineau at 35 New Bridge Street, London
EC4V 6BW and also at the registered office of Foresight 2:
7.1 the articles of association of Foresight 2 (existing and as will be amended by Resolution 1 to be
proposed at the Foresight 2 General Meeting);
7.2 the audited report and accounts of Foresight 2 for the financial years ended 30 September 2008,
2009 and 2010 and the half-yearly report for the six month period to 31 March 2011;
7.3 the material contracts referred to in paragraph 4 above;
7.4 the BDO consent referred to on the cover page of this document; and
7.5 this document.
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