FORESIGHT 4 VCT PLC - Foresight Group

New C Shares to be issued to Foresight 5 Ordinary Shareholders
The number of New C Shares to be issued to Foresight 5 Ordinary Shareholders (save for any
dissenting Foresight 5 Ordinary Shareholders) will be calculated as follows:
( E
1) xF
where:
E = the Foresight 5 Ordinary Share Roll-Over Value; and
F = 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).
Foresight 5 C Share Roll-Over Value
The Foresight 5 C Share Roll-Over Value will be calculated as:
G7(H+I)
J
where:
G = the unaudited net assets of the Foresight 5 C Shares fund as at the Calculation Date (this being the
unaudited net assets of the Foresight 5 C 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 C 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 C 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 C Shares fund);
H = the Foresight 5 C 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 £1,000 (representing an amount of contingency to cover any
unforeseen additional costs attributable to the Foresight 5 C Shares fund incurred by the Company,
which will indemnify the Liquidators in respect of all costs of the Foresight 5 C Shares fund
following the transfer on the Effective Date);
I = the amount estimated to be required to purchase the holdings of Foresight 5 C Shares from
dissenting Foresight 5 C Shareholders; and
J = the number of Foresight 5 C Shares in issue as at close of business on the Record Date (save for
any Foresight 5 C Shares held by dissenting Foresight 5 C Shareholders).
New C Shares to be issued to Foresight 5 C Shareholders
The number of New C Shares to be issued to Foresight 5 C Shareholders (save for any dissenting
Foresight 5 C Shareholders) will be calculated as follows:
( K
1) xL
where:
K = the Foresight 5 C Share Roll-Over Value; and
L = the number of Foresight 5 C Shares in issue as at close of business on the Record Date (save for
any Foresight 5 C Shares held by dissenting Foresight 5 C Shareholders).
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