FORESIGHT 4 VCT PLC - Foresight Group

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‘‘Foresight 5 Transfer Agreement’’ the agreement between the Company and Foresight 5 (acting through the Liquidators) for the transfer of all of the assets and liabilities of Foresight 5 by the Liquidators to the Company pursuant to the Foresight 5 Scheme ‘‘Foresight Clearwater’’ Foresight Clearwater VCT plc ‘‘Foresight Clearwater Board’’ the board of directors of Foresight Clearwater ‘‘Foresight Clearwater Circular’’ the circular to Foresight Clearwater Shareholders dated 22 December 2011 ‘‘Foresight Clearwater First the general meeting of Foresight Clearwater to be held on General Meeting’’ 26 January 2012 ‘‘Foresight Clearwater Meetings’’ the Foresight Clearwater First General Meeting and the Foresight Clearwater Second General Meeting ‘‘Foresight Clearwater Roll-Over Value’’ the value of a Foresight Clearwater Share calculated in accordance with Part II of this document ‘‘Foresight Clearwater Scheme’’ the proposed merger of the Company with Foresight Clearwater by means of placing Foresight Clearwater into members’ voluntary liquidation pursuant to Section 110 of IA 1986 and the acquisition by the Company of all of Foresight Clearwater’s assets and liabilities in consideration for New Ordinary Shares, further details of which are set out in Part II of this document ‘‘Foresight Clearwater Second General Meeting’’ the general meeting of Foresight Clearwater to be held on 6 February 2012 ‘‘Foresight Clearwater Shares’’ ordinary shares of 1p each in the capital of Foresight Clearwater (and each a ‘‘Foresight Clearwater Share’’) ‘‘Foresight Clearwater Shares fund’’ ‘‘Foresight Clearwater Shareholders’’ ‘‘Foresight Clearwater Transfer Agreement’’ the assets and liabilities attributable to the Foresight Clearwater Shares holders of Foresight Clearwater Shares (and each a ‘‘Foresight Clearwater Shareholder’’) the agreement between the Company and Foresight Clearwater (acting through the Liquidators) for the transfer of all of the assets and liabilities of Foresight Clearwater by the Liquidators to the Company pursuant to the Foresight Clearwater Scheme ‘‘Foresight Fund Managers’’ Foresight Fund Managers Limited ‘‘Foresight GP’’ Foresight Group LLP ‘‘Foresight Group’’ Foresight and Foresight GP ‘‘FSA’’ the Financial Services Authority ‘‘FSMA’’ the Financial Services and Markets Act 2000, as amended ‘‘General Meeting’’ the general meeting of the Company to be held on 26 January 2012 ‘‘Half-Yearly Report’’ the unaudited half-yearly report of the Company for the six month period ended 30 September 2011 ‘‘HMRC’’ Her Majesty’s Revenue & Customs ‘‘IA 1986’’ the Insolvency Act 1986, as amended ‘‘ITA 2007’’ the Income Tax Act 2007, as amended ‘‘Liquidators’’ William Duncan and Sarah Louise Burge, RSM Tenon Limited, Unit 1, Calder Close, Calder Park, Wakefield WF4 3BA, being the proposed liquidators for each of the Target VCTs ‘‘Listing Rules’’ the listing rules of the UKLA 14
‘‘London Stock Exchange’’ London Stock Exchange plc ‘‘Merger Regulations’’ the Venture Capital Trusts (Winding-up and Mergers) (Tax) ‘‘NAV’’ or ‘‘net asset value’’ Regulations 2004 net asset value ‘‘New C Shares’’ C Shares to be issued by the Company to Foresight 5 Shareholders and/or Acuity 3 Shareholders in accordance with the Foresight 5 Scheme and/or the Acuity 3 Scheme, as the context permits (and each a ‘‘New C Share’’) ‘‘New Ordinary Shares’’ Ordinary Shares to be issued by the Company to Foresight Clearwater Shareholders in accordance with the Foresight Clearwater Scheme (and each a ‘‘New Ordinary Share’’) ‘‘New Shares’’ New Ordinary Shares and/or New C Shares, as the context permits (and each a ‘‘New Share’’) ‘‘OEICs’’ open ended investment companies ‘‘Official List’’ the official list of the UKLA ‘‘Ordinary Shares’’ ordinary shares of 1p each in the capital of the Company (ISIN GB00B07YBS95) (and each an ‘‘Ordinary Share’’) ‘‘Ordinary Shares fund’’ the assets and liabilities attributable to the Ordinary Shares ‘‘PLUS’’ a prescribed market for the purposes of Section 118 of FSMA and a recognised investment exchange operated by PLUS Markets Group plc ‘‘Prospectus’’ this document ‘‘Qualifying Company’’ a company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007 ‘‘Qualifying Investment’’ an investment in a Qualifying Company satisfying the requirements of Chapter 4 of Part 6 of ITA 2007 ‘‘Record Date’’ the record date to which entitlements will be allocated pursuant to the Schemes, this being 5.00 p.m. on 3 February 2012 ‘‘Resolutions’’ the resolutions to be proposed at the General Meeting (and each a ‘‘Resolution’’) ‘‘Roll-Over Values’’ the Foresight 5 Ordinary Share Roll-Over Value, the Foresight 5 C Share Roll-Over Value, the Acuity 3 Roll-Over Value and the Foresight Clearwater Roll-Over Value ‘‘RPI’’ Retail Prices Index ‘‘Schemes’’ the Foresight 5 Scheme, the Acuity 3 Scheme and the Foresight Clearwater Scheme (and each a ‘‘Scheme’’) ‘‘Shareholders’’ holders of Shares (and each a ‘‘Shareholder’’) ‘‘Shares’’ Ordinary Shares and/or, following implementation of the Acuity 3 Scheme and/or the Foresight 5 Scheme, C Shares, as the context permits (and each a ‘‘Share’’) ‘‘Target VCT First General Meeting’’ the Foresight 5 First General Meeting or the Acuity 3 First General Meeting or the Foresight Clearwater First General Meeting, as the context permits ‘‘Target VCT Meetings’’ in respect of a Target VCT, the relevant Target VCT First General Meeting and the relevant Target VCT Second General Meeting to be held on 26 January 2012 and 6 February 2012 respectively 15
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 3 and 4: SUMMARY This summary should be read
Page 5 and 6: Summary Investment Objective and In
Page 7 and 8: RISK FACTORS Shareholders and prosp
Page 9 and 10: EXPECTED TIMETABLES EXPECTED TIMETA
Page 11 and 12: Directors Philip Henry Stephens (Ch
Page 13: ‘‘Conversion’’ the conversi
Page 17 and 18: PART I MERGER OF THE COMPANY AND TH
Page 19 and 20: Cost Savings The Board and the boar
Page 21 and 22: However, the purchase of their hold
Page 23 and 24: New C Shares to be issued to Foresi
Page 25 and 26: D = the number of Acuity 3 Shares i
Page 27 and 28: As at 30 September 2011, the unaudi
Page 29 and 30: The Board of Directors The Board of
Page 31 and 32: securities, cash is primarily held
Page 33 and 34: Dividend Policy The dividend policy
Page 35 and 36: Custodian Foresight Fund Managers (
Page 37 and 38: Gary Fraser Is a chartered accounta
Page 39 and 40: PART V FINANCIAL INFORMATION ON THE
Page 41 and 42: Description 2010 Annual Report Obje
Page 43 and 44: Opinion In our opinion: . the pro f
Page 45 and 46: PART VII INVESTMENT PORTFOLIOS AND
Page 47 and 48: Acuity 3 Value (£’000s) % Invest
Page 49 and 50: Trilogy Communications Limited Acco
Page 51 and 52: Connect2media Limited Dormant accou
Page 53 and 54: PART IX TAX POSITION OF THE COMPANY
Page 55 and 56: PART X ADDITIONAL INFORMATION 1. TH
Page 57 and 58: (d) the authority conferred by this
Page 59 and 60: days immediately preceding the day
Page 61 and 62: including any corporation present b
Page 63 and 64: 3.7 Directors (i) There shall be no
Page 65 and 66:
the Company is to be dealt with as
Page 67 and 68:
4.8 The Directors are currently or
Page 69 and 70:
adviser or manager in respect of th
Page 71 and 72:
7. CORPORATE GOVERNANCE 7.1 Board o
Page 73 and 74:
Following publication of Internal C
Page 75 and 76:
10.11 There are no known trends, un
Page 78:
RF65245 Printed by Royle Financial
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FORESIGHT 4 VCT PLC - Foresight Group

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