FORESIGHT 4 VCT PLC - Foresight Group
FORESIGHT 4 VCT PLC - Foresight Group
FORESIGHT 4 VCT PLC - Foresight Group
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<strong>Foresight</strong> 5 Scheme Illustration<br />
As at 30 September 2011, the unaudited NAV of a <strong>Foresight</strong> 5 Ordinary Share (taken from the <strong>Foresight</strong><br />
5 unaudited management accounts to that date) was 17.4p (which included a provision for the <strong>Foresight</strong><br />
5 Ordinary Shares fund portion of the costs of the Schemes). The <strong>Foresight</strong> 5 Ordinary Share Roll-Over<br />
Value (had the merger been completed on that date and calculated in accordance with this Part II) would<br />
have been 17.4p (assuming no dissenting <strong>Foresight</strong> 5 Ordinary Shareholders).<br />
The number of New C Shares that would have been issued to <strong>Foresight</strong> 5 Ordinary Shareholders (had<br />
the merger been completed on that date and calculated in accordance with this Part II) would be<br />
10,376,451 (0.173550 New C Share for every <strong>Foresight</strong> 5 Ordinary Share held).<br />
As at 30 September 2011, the unaudited NAV of a <strong>Foresight</strong> 5 C Share (taken from the <strong>Foresight</strong> 5<br />
unaudited management accounts to that date) was 60.7p (which included a provision for the <strong>Foresight</strong> 5<br />
C Shares fund portion of the costs of the Schemes). The <strong>Foresight</strong> 5 C Share Roll-Over Value (had the<br />
merger been completed on that date and calculated in accordance with this Part II) would have been<br />
60.5p (assuming no dissenting <strong>Foresight</strong> 5 C Shareholders).<br />
The number of New C Shares that would have been issued to <strong>Foresight</strong> 5 C Shareholders (had the<br />
merger been completed on that date and calculated in accordance with this Part II) would be 470,721<br />
(0.605360 New C Share for every <strong>Foresight</strong> 5 C Share held).<br />
Acuity 3 Scheme<br />
Conditions of the Acuity 3 Scheme<br />
The Acuity 3 Scheme is conditional upon:<br />
. the passing of Resolutions 1, 2 and 4 to be proposed at the General Meeting;<br />
. notice of dissent not having been received from Acuity 3 Shareholders holding more than 10% in<br />
nominal value of Acuity 3’s entire issued share capital under Section 111 IA 1986; and<br />
. the passing of the resolutions to be proposed at the Acuity 3 Meetings.<br />
Subject to the above, the Acuity 3 Scheme shall become effective immediately after the passing of the<br />
special resolution for the winding up of Acuity 3 to be proposed at the Acuity 3 Second General Meeting.<br />
If it becomes effective, the Acuity 3 Scheme shall be binding on all Shareholders (including dissenting<br />
Acuity 3 Shareholders) and all persons claiming through or under them.<br />
Acuity 3 Roll-Over Value<br />
The Acuity 3 Roll-Over Value will be calculated as:<br />
A7(B+C)<br />
D<br />
where:<br />
A = the unaudited net assets of the Acuity 3 Shares fund as at the Calculation Date (this being the<br />
unaudited net assets of the Acuity 3 Shares fund as at 30 September 2011 (taken from the Acuity 3<br />
unaudited management accounts to that date) plus (i) any increase/decrease in the valuation of an<br />
investment held by Acuity 3 where there has been an event in the period between 30 September<br />
2011 and the Calculation Date which requires a revaluation of the investment in accordance with<br />
Financial Reporting Standards 26 ‘Financial Instruments: Measurement’ (IAS39) and using<br />
International Private Equity and Venture Capital Valuation Guidelines, (ii) any material increase/<br />
decrease in the cash position and/or debtors and/or the creditors of Acuity 3 between<br />
30 September 2011 and the Calculation Date and (iii) any adjustment that both the Acuity 3<br />
Board and the Board consider appropriate to reflect any other actual or contingent benefit or liability<br />
of Acuity 3);<br />
B = Acuity 3’s proportion of the estimated merger costs of the Schemes (this being 20% of the<br />
aggregate costs of the Schemes) plus £5,000 (representing an amount of contingency to cover any<br />
unforeseen additional costs attributable to Acuity 3 incurred by the Company, which will indemnify<br />
the Liquidators in respect of all costs of Acuity 3 following the transfer on the Effective Date);<br />
C = the amount estimated to be required to purchase the holdings of Acuity 3 Shares from dissenting<br />
Acuity 3 Shareholders; and<br />
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