FORESIGHT 4 VCT PLC - Foresight Group

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. if the net asset value of an Ordinary Share is less than the net asset value of a C Share, all C Shares held by a C Shareholder will be redesignated as Ordinary Shares and a further number of Ordinary Shares (this being calculated by multiplying the number of C Shares held by the net asset value of a C Share divided by the net asset value of an Ordinary Share (rounded down to the nearest share), and deducting from this number the number of C Shares to be redesignated as Ordinary Shares) will be issued, to be paid up in full through the capitalisation of profits and/or reserves attributable to the Ordinary Shares. The C Shares will rank pari passu with the existing Ordinary Shares, save that each share class will be entitled to dividends and a return of capital paid out of, respectively, the net income and the assets attributable to the relevant share class fund. The segregation of the Company’s assets into two funds will mean that, until Conversion, the Ordinary Shares will be exclusively entitled to receive the net returns flowing from the investments in the Ordinary Shares fund (i.e. the existing investments of the Company and any new investments made from that fund), and the C Shares will be exclusively entitled to receive the net returns flowing from the investments in the C Shares fund (i.e. those investments transferred from Foresight 5 and Acuity 3 and any new investments made from that fund). It is intended that monies generated by realisations from the C Shares fund will be invested alongside monies from the Ordinary Shares fund in new investments. Co-investment between the Ordinary Shares fund and the C Shares fund will be subject to the co-investment policy set out in Part III of this document. Until Conversion, each fund will bear its pro rata share (based on net assets) of the running costs of the Company, unless expenses can be attributed to a relevant share class. All Shareholders will share the benefit of spreading the Company’s administration costs over a wider asset base. Each fund will, however, be subject to the overall financial position and performance of the Company as a number of accounting, company law and HMRC provisions are applied at Company level. Taxation The following paragraphs apply to the Company and to persons holding Shares as an investment in the Company who are the absolute beneficial owners of such Shares (or, as the case may be, New Shares) and are resident in the UK. They may not apply to certain classes of persons, such as dealers in securities. The following information is based on current UK law and practice, is subject to changes therein, is given by way of general summary and does not constitute legal or tax advice. Further information in respect of the tax implications of the Schemes, Conversion and generally of VCTs can be found in Part VIII and Part IX of this document. If you are in any doubt about your position, or if you may be subject to tax in a jurisdiction other than the UK, you should consult your independent financial adviser. The Company and Shareholders The implementation of one or more Schemes should not affect the status of the Company as a VCT or the tax reliefs obtained by Shareholders on subscription for existing Shares. It is the intention of the Board to continue to comply with the requirements of ITA 2007 following implementation of the Scheme(s) so as to continue to qualify as a VCT. Target VCTs’ Shareholders The effective exchange of the existing Target VCTs’ Shares for New Shares should not constitute a disposal of the existing Target VCTs’ Shares for the purposes of UK taxation. Instead, the new holding of New Shares should be treated as having been acquired at the same time and at the same cost as the relevant existing Target VCTs’ Shares from which they are derived. Any capital gains tax deferral relief obtained on subscription of the existing shares in the Target VCTs should not, therefore, be crystallised for payment but will be transferred to the New Shares. Shareholders in the Company as a VCT, should be afforded the usual tax reliefs available to shareholders in VCTs. Qualifying Shareholders should continue to receive tax-free dividends and should not be subject to UK taxation on any capital gains on the disposal of Shares. Dissenting Target VCTs’ Shareholders (as further detailed in Part II) whose holdings are purchased for cash at the break value price shall be treated as having disposed of their existing Target VCT shares. The Target VCTs should still be able to claim the benefit of VCT status and the dissenting Target VCTs’ Shareholders should not be subject to any UK taxation in respect of any capital gains arising on disposal. 20
However, the purchase of their holdings by the Liquidators will constitute a disposal in the Target VCTs and a dissenting Target VCT shareholder will be liable to pay any capital gains tax for which such dissenting Target VCT shareholder obtained deferral relief on subscription. If dissenting Target VCTs’ Shareholders have disposed of their shares within the holding period required to retain upfront tax relief, income tax relief on those subscriptions will also be repayable. Clearance has been obtained from HMRC in respect of the Schemes under Section 701 ITA 2007 and Section 138 TCGA 1992. With regard to the former, the receipt of New Shares should not, except in the case of dealers, fail to be regarded as an income receipt for the purposes of UK taxation. Clearance has also been obtained from HMRC that the Schemes meet the requirements of the Merger Regulations and as such the receipt by Target VCTs’ Shareholders of New Shares should not prejudice tax reliefs obtained by Shareholders on existing Shares in the Company and should not be regarded as a disposal. 21
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 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: Cost Savings The Board and the boar
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:
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FORESIGHT 4 VCT PLC - Foresight Group

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