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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<strong>FORESIGHT</strong> <strong>VCT</strong> <strong>PLC</strong><br />
(Registered in England and Wales with registered number 03421340)<br />
NOTICE OF GENERAL MEETING<br />
Notice is hereby given that a general meeting of <strong>Foresight</strong> <strong>VCT</strong> plc (‘‘the Company’’) will be held at<br />
9.00 a.m. on 30 September 2011 at the offices of Martineau, 35 New Bridge Street, London EC4V 6BW<br />
for the purposes of considering and, if thought fit, passing the following resolutions, which will be<br />
proposed as special resolutions.<br />
1. That, subject to the passing of resolution 1 to be proposed at each of the separate meetings of the<br />
holders of ordinary shares of 1p each in the capital of the Company and the holders of the planned<br />
exit ordinary shares of 1p each in the capital of the Company convened for 9.30 a.m. and 9.35 a.m.<br />
on 30 September 2011 respectively (‘‘Class Meetings’’):<br />
1.1 the articles of association of the Company (‘‘the Articles’’) be and hereby are amended to allow for<br />
the creation and issue of infrastructure ordinary shares of 1p each (‘‘Infrastructure Shares’’), in<br />
particular to reflect the rights and restrictions to be attached to such Infrastructure Shares as set<br />
out in Part III of the joint circular to shareholders of the Company and <strong>Foresight</strong> 2 <strong>VCT</strong> plc<br />
(‘‘Circular’’), a copy of the Articles in the form to be adopted being tabled at the meeting and<br />
initialed by the chairman for the purposes of identification;<br />
1.2 in addition to existing authorities, the directors be and are hereby generally and unconditionally<br />
authorised in accordance with section 551 of the Companies Act 2006 (‘‘Act’’) to exercise all the<br />
powers of the Company to allot Infrastructure Shares and to grant rights to subscribe for or to<br />
convert any security into Infrastructure Shares (‘‘Rights’’) up to an aggregate nominal amount of<br />
£180,000, provided that the authority conferred by this resolution shall expire on the fifth<br />
anniversary of the date of the passing of this resolution (unless renewed, varied or revoked by the<br />
Company in a general meeting), save that the Company shall be entitled to make offers or<br />
agreements before the expiry of this authority which would or might require Infrastructure Shares to<br />
be allotted or Rights to be granted after such expiry and the directors shall be entitled to allot<br />
Infrastructure Shares and grant Rights pursuant to any such offer or agreement as if this authority<br />
had not expired;<br />
1.3 in addition to existing authorities, the directors be and hereby are empowered pursuant to sections<br />
570 and 573 of the Act to allot equity securities (which expression shall have the meaning ascribed<br />
to it in section 560(1) of the Act) for cash pursuant to the authority conferred by paragraph 1.2 of<br />
this resolution or by way of a sale of treasury shares, as if section 561(1) of the Act did not apply to<br />
such allotment, provided that the power conferred by this paragraph 1.3 shall expire on the<br />
conclusion of the annual general meeting of the Company to be held in 2012 (save that the<br />
Company shall be entitled to make offers or agreements before the expiry of such power which<br />
would or might require shares to be allotted and issued after such expiry and the directors shall be<br />
entitled to allot shares pursuant to any such offer or agreement as if this power had not expired)<br />
and provided further that this power shall be limited to:<br />
(i) the allotment and issue of Infrastructure Shares with an aggregate nominal value of up to<br />
£150,000 in connection with an offer for subscription;<br />
(ii) the allotment and issue of Infrastructure Shares at an issue price of 1p per share with an<br />
aggregate nominal value of up to 10% of the issued Infrastructure Share capital of the<br />
Company from time to time to <strong>Foresight</strong> <strong>Group</strong> LLP in connection with performance incentive<br />
arrangements with the Company; and<br />
(iii) the allotment and issue of Infrastructure Shares with an aggregate nominal value of up to<br />
10% of the issued Infrastructure Share capital of the Company from time to time<br />
in each case where the proceeds may, in whole or part, be used to purchase Infrastructure Shares<br />
in the Company;<br />
1.4 in addition to existing authorities, the Company be and hereby is empowered to make one or more<br />
market purchases (within the meaning of section 693(4) of the Act) of its own Infrastructure Shares<br />
(either for cancellation or for the retention as treasury shares for future re-issue or transfer)<br />
provided that:<br />
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