FORESIGHT 4 VCT PLC - Foresight Group

PART II
THE SCHEMES
The definitions set out on pages 12 to 16 of this document shall have the same meanings when used in
the context of this Part II.
Foresight 5 Scheme
Conditions of the Foresight 5 Scheme
The Foresight 5 Scheme is conditional upon:
. the passing of Resolutions 1 to 3 to be proposed at the General Meeting;
. notice of dissent not having been received from Foresight 5 Shareholders holding more than 10%
in nominal value of Foresight 5’s entire issued share capital under Section 111 IA 1986; and
. the passing of the resolutions to be proposed at the Foresight 5 Meetings.
Subject to the above, the Foresight 5 Scheme shall become effective immediately after the passing of
the special resolution for the winding up of Foresight 5 to be proposed at the Foresight 5 Second General
Meeting. If it becomes effective, the Foresight 5 Scheme shall be binding on all Shareholders (including
dissenting Foresight 5 Shareholders) and all persons claiming through or under them.
Foresight 5 Ordinary Share Roll-Over Value
The Foresight 5 Ordinary Share Roll-Over Value will be calculated as:
A7(B+C)
D
where:
A= the unaudited net assets of the Foresight 5 Ordinary Shares fund as at the Calculation Date (this
being the unaudited net assets of the Foresight 5 Ordinary Shares fund as at 30 September 2011
(taken from the Foresight 5 unaudited management accounts to that date) plus (i) any increase/
decrease in the valuation of an investment held by the Foresight 5 Ordinary Shares fund where
there has been an event in the period between 30 September 2011 and the Calculation Date which
requires a revaluation of the investment in accordance with Financial Reporting Standards 26
‘Financial Instruments: Measurement’ (IAS39) and using International Private Equity and Venture
Capital Valuation Guidelines, (ii) any material increase/decrease in the cash position and/or
debtors and/or the creditors of the Foresight 5 Ordinary Shares fund between 30 September 2011
and the Calculation Date and (iii) any adjustment that both the Foresight 5 Board and the Board
consider appropriate to reflect any other actual or contingent benefit or liability of the Foresight 5
Ordinary Shares fund);
B = the Foresight 5 Ordinary Shares fund’s proportion of the estimated merger costs of the Schemes
(this being 30% of the aggregate costs of the Schemes, to be allocated between the Foresight 5
Ordinary Shares fund and the Foresight 5 C Shares fund in accordance with their relative roll-over
values (ignoring such costs)) plus £4,000 (representing an amount of contingency to cover any
unforeseen additional costs attributable to the Foresight 5 Ordinary Shares fund incurred by the
Company, which will indemnify the Liquidators in respect of all costs of the Foresight 5 Ordinary
Shares fund following the transfer on the Effective Date);
C = the amount estimated to be required to purchase the holdings of Foresight 5 Ordinary Shares from
dissenting Foresight 5 Ordinary Shareholders; and
D = the number of Foresight 5 Ordinary Shares in issue as at close of business on the Record Date
(save for any Foresight 5 Ordinary Shares held by dissenting Foresight 5 Ordinary Shareholders).
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