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

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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. 26
CORPORATE INFORMATION Directors of Foresight 1 John Howard Gregory (Chairman) Peter Frederick Dicks Gordon James Humphries Directors of Foresight 2 Jocelin Montague St John Harris (Chairman) Peter Frederick Dicks David William Quysner (all of the registered office) Registered Office ECA Court 24-26 South Park Sevenoaks TN13 1DU Telephone: 01732 471 800 Email: info@foresightgroup.eu Website: www.foresightgroup.eu Company Numbers Foresight 1 – 03421340 Foresight 2 – 05200494 Investment Manager Company Secretary & Administrator Foresight Group LLP Foresight Fund Managers Limited ECA Court ECA Court 24-26 South Park 24-26 South Park Sevenoaks Sevenoaks Kent Kent TN13 1DU TN13 1DU Solicitors & VCT Status Adviser Sponsor Martineau BDO LLP No.1 Colmore Square 125 Colmore Row Birmingham Birmingham B4 6AA B3 3SD Registrars Auditors Computershare Investor Services PLC KPMG Audit plc The Pavilions Saltire Court Bridgwater Road 20 Castle Terrace Bristol Edinburgh BS99 6ZZ EH1 2EG 27
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 3 and 4: EXPECTED TIMETABLES FORESIGHT 1 MEE
Page 5 and 6: ‘‘Foresight 2’’ Foresight 2
Page 7 and 8: PART I LETTER FROM THE CHAIRMEN FOR
Page 9 and 10: mid-market quotations of the shares
Page 11 and 12: PART II INFRASTRUCTURE SHARES Creat
Page 13 and 14: PART III AMENDMENTS TO THE ARTICLES
Page 15 and 16: (i) any alteration to the Articles;
Page 17 and 18: Foresight 1 Ordinary Share capital)
Page 19 and 20: PART V FORESIGHT 1 ADDITIONAL INFOR
Page 21 and 22: Shares and (ii) an amount equal to
Page 23 and 24: PART VI FORESIGHT 2 ADDITIONAL INFO
Page 25: (payable quarterly in advance toget
Page 29 and 30: (i) the aggregate number of Infrast
Page 31 and 32: 8. In accordance with section 325 o
Page 33 and 34: Notes: 1 None of the directors has
Page 35 and 36: FORESIGHT VCT PLC (Registered in En
Page 39 and 40: (i) the aggregate number of Infrast
Page 41 and 42: 6. CREST members who wish to appoin
Page 43 and 44: Notes: 1 None of the directors has
Page 45 and 46: FORESIGHT 2 VCT PLC (Registered in
Page 49 and 50: Notes: 1. None of the directors has
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FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group

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