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

DEFINITIONS
‘‘Articles’’ the articles of association of the Companies, as amended from time
to time, as the context permits
‘‘BDO’’ BDO LLP, which is authorised and regulated by the Financial
Services Authority, is a UKLA registered sponsor
‘‘Boards’’ the board of directors of the Companies (and each a ‘‘Board’’ as the
context permits)
‘‘CA 1985’’ the Companies Act 1985, as amended
‘‘CA 2006’’ the Companies Act 2006, as amended
‘‘Companies’’ Foresight VCT plc and Foresight 2 VCT plc (and each a ‘‘Company’’
as the context permits)
‘‘Directors’’ the directors of a Company or the Companies, as the context permits
(and each a ‘‘Director’’)
‘‘Distributions’’ amounts paid by way of dividends, tender offers, share buy-backs
relating to an exit opportunity, proceeds on a sale or liquidation of the
relevant Company and any other proceeds or value received, or
deemed to be received, by Shareholders in the relevant Company in
respect of Infrastructure Shares, excluding any income tax relief on
subscription
‘‘Foresight 1’’ Foresight VCT plc
‘‘Foresight 1 Class Meetings’’ the Foresight 1 Ordinary Shares Class Meeting and the Foresight 1
Planned Exit Share Class Meeting
‘‘Foresight 1 General
Meeting’’
‘‘Foresight 1 Related Party
Transactions’’
the general meeting of the holders of Foresight 1 Shares to be held
on 30 September 2011
the investment management, the performance incentive and the
promotion fee arrangements proposed to be entered into between
Foresight 1 and Foresight Group in respect of the Infrastructure
Shares and the Offer, which constitute related party transactions
under the Listing Rules, as described on page 12 of this document
‘‘Foresight 1 Meetings’’ the Foresight 1 General Meeting and Foresight 1 Class Meetings
‘‘Foresight 1 Ordinary
Shares’’
‘‘Foresight 1 Ordinary Shares
Class Meeting’’
‘‘Foresight 1 Planned Exit
Shares’’
‘‘Foresight 1 Planned Exit
Shares Class Meeting’’
the ordinary shares of 1p each in the capital of Foresight 1 (and each
a ‘‘Foresight 1 Ordinary Share’’)
the separate meeting of the holders of Foresight 1 Ordinary Shares
to be held on 30 September 2011
the planned exit ordinary shares of 1p each in the capital of
Foresight 1 (and each a ‘‘Foresight 1 Planned Exit Share’’)
the separate meeting of the holders of Foresight 1 Planned Exit
Shares to be held on 30 September 2011
‘‘Foresight 1 Shares’’ Foresight 1 Ordinary Shares and/or Foresight 1 Planned Exit Shares
and/or Foresight 1 Infrastructure Shares, as the context permits (and
each a ‘‘Foresight 1 Share’’)
‘‘Foresight 1 Proposals’’ the proposals to (i) create and issue Infrastructure Shares (and
related matters) and (ii) approve the enhanced buyback scheme as
set out in this document, together with the Resolutions to be
proposed at the Foresight 1 Meetings
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