FORESIGHT 4 VCT PLC - Foresight Group

Foresight 5 Scheme Illustration
As at 30 September 2011, the unaudited NAV of a Foresight 5 Ordinary Share (taken from the Foresight
5 unaudited management accounts to that date) was 17.4p (which included a provision for the Foresight
5 Ordinary Shares fund portion of the costs of the Schemes). The Foresight 5 Ordinary Share Roll-Over
Value (had the merger been completed on that date and calculated in accordance with this Part II) would
have been 17.4p (assuming no dissenting Foresight 5 Ordinary Shareholders).
The number of New C Shares that would have been issued to Foresight 5 Ordinary Shareholders (had
the merger been completed on that date and calculated in accordance with this Part II) would be
10,376,451 (0.173550 New C Share for every Foresight 5 Ordinary Share held).
As at 30 September 2011, the unaudited NAV of a Foresight 5 C Share (taken from the Foresight 5
unaudited management accounts to that date) was 60.7p (which included a provision for the Foresight 5
C Shares fund portion of the costs of the Schemes). The Foresight 5 C Share Roll-Over Value (had the
merger been completed on that date and calculated in accordance with this Part II) would have been
60.5p (assuming no dissenting Foresight 5 C Shareholders).
The number of New C Shares that would have been issued to Foresight 5 C Shareholders (had the
merger been completed on that date and calculated in accordance with this Part II) would be 470,721
(0.605360 New C Share for every Foresight 5 C Share held).
Acuity 3 Scheme
Conditions of the Acuity 3 Scheme
The Acuity 3 Scheme is conditional upon:
. the passing of Resolutions 1, 2 and 4 to be proposed at the General Meeting;
. notice of dissent not having been received from Acuity 3 Shareholders holding more than 10% in
nominal value of Acuity 3’s entire issued share capital under Section 111 IA 1986; and
. the passing of the resolutions to be proposed at the Acuity 3 Meetings.
Subject to the above, the Acuity 3 Scheme shall become effective immediately after the passing of the
special resolution for the winding up of Acuity 3 to be proposed at the Acuity 3 Second General Meeting.
If it becomes effective, the Acuity 3 Scheme shall be binding on all Shareholders (including dissenting
Acuity 3 Shareholders) and all persons claiming through or under them.
Acuity 3 Roll-Over Value
The Acuity 3 Roll-Over Value will be calculated as:
A7(B+C)
D
where:
A = the unaudited net assets of the Acuity 3 Shares fund as at the Calculation Date (this being the
unaudited net assets of the Acuity 3 Shares fund as at 30 September 2011 (taken from the Acuity 3
unaudited management accounts to that date) plus (i) any increase/decrease in the valuation of an
investment held by Acuity 3 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 Acuity 3 between
30 September 2011 and the Calculation Date and (iii) any adjustment that both the Acuity 3
Board and the Board consider appropriate to reflect any other actual or contingent benefit or liability
of Acuity 3);
B = Acuity 3’s proportion of the estimated merger costs of the Schemes (this being 20% of the
aggregate costs of the Schemes) plus £5,000 (representing an amount of contingency to cover any
unforeseen additional costs attributable to Acuity 3 incurred by the Company, which will indemnify
the Liquidators in respect of all costs of Acuity 3 following the transfer on the Effective Date);
C = the amount estimated to be required to purchase the holdings of Acuity 3 Shares from dissenting
Acuity 3 Shareholders; and
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