FORESIGHT 4 VCT PLC - Foresight Group

PART I
MERGER OF THE COMPANY AND THE TARGET VCTS
Introduction
The Board considers that the interests of the shareholders of the Company and the Target VCTs will be
better served by a single, larger VCT. The most cost-effective way to achieve this is to complete a
merger with Foresight 5, Acuity 3 and Foresight Clearwater by placing Foresight 5, Acuity 3 and
Foresight Clearwater into members’ voluntary liquidations and for all of their assets and liabilities to be
transferred to the Company in exchange for the issue of New Ordinary Shares to holders of Foresight
Clearwater Shares and New C Shares to holders of Foresight 5 Shares and Acuity 3 Shares. The New
Ordinary Shares and New C Shares to be issued pursuant to the Schemes are not being offered to the
existing Shareholders of the Company or the public save as may be the case in connection with the
Schemes.
Background
VCTs are required to be listed on the premium segment of the Official List, which involves a significant
level of listing costs as well as related fees to ensure they comply with all relevant legislation. A larger
VCT should be better placed to spread such running costs across a larger asset base and facilitate
better liquidity management and, as a result, may be able to maximise investment opportunities and
sustain a higher level of dividends to shareholders over its life.
In September 2004, the Merger Regulations were introduced allowing VCTs to be acquired by, or merge
with, each other without prejudicing the VCT tax reliefs obtained by their shareholders. A number of
VCTs have taken advantage of these regulations to create larger VCTs for economic and administration
efficiencies, as well as to improve portfolio diversification.
With the above in mind, the Board has been considering acquisition opportunities to increase the size of
the Company and has agreed terms with each of the boards of the Target VCTs to merge the
Companies to create a single, larger VCT. The aim of the Board is to achieve long-term strategic benefits
and reductions in the annual running costs for Shareholders.
The Schemes
The mechanism by which the merger will be completed is as follows:
. each Target VCT will be placed into members’ voluntary liquidation pursuant to a scheme of
reconstruction under Section 110 IA 1986; and
. all of the assets and liabilities of each Target VCT will be transferred to the Company in
consideration for the issue of New Shares (which will be issued directly to the shareholders of the
relevant Target VCT).
In respect of the Foresight 5 Scheme and the Acuity 3 Scheme, the New Shares to be issued will be a
new class of C Shares. This new C Shares fund will be managed separately for approximately three
years before being merged into the existing Ordinary Shares fund. This should allow the portfolio of the
C Shares fund time to develop under the management of Foresight prior to being subsequently merged
into the Ordinary Shares fund, whilst also allowing for any value from the portfolios of Foresight 5 and
Acuity 3 realised over the next few years remaining for the benefit of the existing shareholders of
Foresight 5 and Acuity 3. Both the Foresight 5 Scheme and Acuity 3 Scheme will be completed on a
relative net asset value basis rolling into a C Share with an NAV of £1.
In respect of the Foresight Clearwater Scheme, as its assets materially comprise cash, Foresight
Clearwater will be merged directly into the existing Ordinary Shares fund by issuing New Ordinary
Shares on a relative net asset basis.
The relative net asset values for the Schemes will be the unaudited net asset values of the relevant
share classes of the Companies as at the Calculation Date (this being 3 February 2012), adjusted to take
into consideration that fund’s allocation of the merger costs (this being an estimate of the merger costs of
all of the Schemes as set out below).
For the purposes of calculating the Company’s Merger Value and the Roll-Over Values and the number
of New Shares to be issued, the formulae and provisions set out in Part II of this document will apply.
Foresight and Foresight GP (the manager and administrator respectively) have agreed, subject to the
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