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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(i) the aggregate number of Infrastructure Shares which may be purchased shall not exceed<br />
2,248,500;<br />
(ii) the minimum price which may be paid per Infrastructure Share is 1p, the nominal value<br />
thereof;<br />
(iii) the maximum price which may be paid per Infrastructure Share is an amount equal to the<br />
most recently published net asset value per Infrastructure Share prior to the date of purchase<br />
(less transaction costs);<br />
(iv) the authority conferred by this paragraph 1.4 shall expire on the conclusion of the annual<br />
general meeting of the Company to be held in 2012, unless such authority is renewed prior to<br />
such time; and<br />
(v) the Company may make a contract to purchase Infrastructure Shares under the authority<br />
conferred by this resolution prior to the expiry of such authority which will or may be executed<br />
wholly or partly after the expiration of such authority and may make a purchase of such<br />
shares;<br />
1.5. the amount standing to the credit of the share premium account of the Company attributable to the<br />
issue of Infrastructure Shares, at the date an order is made confirming such cancellation by the<br />
Court, be cancelled; and<br />
1.6. the <strong>Foresight</strong> 1 Related Party Transactions (as defined, and details of which are set out, in the<br />
Circular) between the Company and <strong>Foresight</strong> <strong>Group</strong> LLP be and hereby are approved.<br />
2 That, subject to the passing of resolution 2 to be proposed at each of the Class Meetings and in<br />
addition to existing authorities and the authorities conferred by Resolution 1 above:<br />
2.1 the directors be and hereby are generally and unconditionally authorised in accordance with<br />
section 551 of the Act to exercise all powers of the Company to allot and issue Ordinary Shares in<br />
the Company up to an aggregate nominal amount of £28,694.27;<br />
2.2 the directors be and hereby are empowered pursuant to section 570 and section 573 of the Act to<br />
allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the<br />
authority conferred by paragraph 2.1 of this resolution as if section 561(1) of the Act did not apply to<br />
any such allotment, provided that this power shall be limited to the allotment of Ordinary Shares at<br />
a price per share equal to the latest published net asset value of an existing Ordinary Share prior to<br />
the date of allotment rounded up to the nearest £0.01 per share pursuant to, or in contemplation of,<br />
an enhanced buyback scheme to be offered to all the holders of Ordinary Shares in the Company;<br />
and<br />
2.3 the Company be empowered to make market purchases (within the meaning of section 693(4) of<br />
the Act) of its own Ordinary Shares by means of a tender offer to purchase up to 2,869,427 shares<br />
at a fixed price equal to the latest published net asset value per Ordinary Share prior to the date of<br />
purchase multiplied by 0.97 (rounded down to the nearest £0.01 per share), which fixed price shall,<br />
for the purposes of section 701(3)(b) of the Act constitute both the maximum and minimum price<br />
that may be paid for the shares purchased<br />
and the authority and powers conferred by this resolution shall expire on the conclusion of the<br />
annual general meeting of the Company to be held in 2012, save that the Company may, before<br />
such expiry, make offers or agreements which would or might require Ordinary Shares to be<br />
allotted and purchased and the directors may allot and purchase Ordinary Shares in pursuance of<br />
such offer or agreement notwithstanding that the authority conferred by this resolution has expired.<br />
Dated 6 September 2011<br />
By order of the Board Registered Office:<br />
<strong>Foresight</strong> Fund Managers Limited ECA Court<br />
Secretary 24-26 South Park<br />
Sevenoaks<br />
Kent<br />
TN13 1DU<br />
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