FORESIGHT 4 VCT PLC - Foresight Group

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CONTENTS Page SUMMARY 3 RISK FACTORS 7 EXPECTED TIMETABLES 9 CORPORATE INFORMATION 11 DEFINITIONS 12 PART I MERGER OF THE COMPANY AND THE TARGET VCTS 17 PART II THE SCHEMES 22 PART III INFORMATION ON THE COMPANY 28 PART IV THE INVESTMENT MANAGER 36 PART V FINANCIAL INFORMATION ON THE COMPANY AND THE TARGET VCTS 39 PART VI PRO FORMA FINANCIAL INFORMATION 42 PART VII INVESTMENT PORTFOLIOS AND PRINCIPAL INVESTMENTS OF THE COMPANY, THE TARGET VCTS AND THE ENLARGED COMPANY PART VIII TAX POSITION OF SHAREHOLDERS 52 PART IX TAX POSITION OF THE COMPANY 53 PART X ADDITIONAL INFORMATION 55 2 45
SUMMARY This summary should be read as an introduction to this Prospectus. Any decision to invest in the transferable securities of the Company should be based on consideration of the Prospectus as a whole by such investors. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches to those persons who are responsible for this summary including any translation of the summary, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus. Background 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 liquidation and for all of their assets and liabilities to be transferred to the Company in exchange for the issue of New Ordinary Shares to the holders of Foresight Clearwater Shares and New C Shares to the holders of Foresight 5 Shares and Acuity 3 Shares. The Schemes The mechanism by which each Scheme 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. 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 and near cash, Foresight Clearwater will be merged directly into the existing Ordinary Shares fund by issuing New Ordinary Shares on a relative net asset basis. Each Scheme is not conditional on the other Schemes and will proceed independently and irrespective of the other Schemes. Each Scheme will require the approval by the shareholders of the Company and the relevant Target VCT of the relevant resolutions to be proposed at the General Meeting and the relevant Target VCT Meeting(s), as well as the other conditions applicable to the relevant Scheme (which includes the approval by Shareholders of the change to the investment policy). If the conditions of a Scheme have not been satisfied by 29 February 2012, then that Scheme shall not become effective. Benefits of the Schemes The Board considers that the merger will bring a number of benefits to all of the groups of shareholders through: . a reduction in annual running costs for the Enlarged Company compared to the aggregate annual running costs of the separate Companies; . the creation of a single VCT with a greater capital base over which to spread annual running costs; . amalgamation of investment portfolios for efficient management and administration; . participation in a larger VCT with a more diversified portfolio, spreading the risk across a broader range of investments and creating an increased ability to support follow-on investments and new investments; and . the potential to enhance the ability to pay dividends and buy back shares in the future due to the increased size and reduced running costs of the Enlarged Company, as well as improve liquidity in the secondary market as it is hoped a larger vehicle will attract increased interest. 3
Page 1: THIS DOCUMENT IS IMPORTANT AND REQU
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 and 14: ‘‘Conversion’’ the conversi
Page 15 and 16: ‘‘London Stock Exchange’’ L
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
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adviser or manager in respect of th
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7. CORPORATE GOVERNANCE 7.1 Board o
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Following publication of Internal C
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10.11 There are no known trends, un
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RF65245 Printed by Royle Financial
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FORESIGHT 4 VCT PLC - Foresight Group

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