FORESIGHT 4 VCT PLC - Foresight Group

D = the number of Acuity 3 Shares in issue as at close of business on the Record Date (save for any
Acuity 3 Shares held by dissenting Acuity 3 Shareholders).
New C Shares to be issued to Acuity 3 Shareholders
The number of New C Shares to be issued to Acuity 3 Shareholders (save for any dissenting Acuity 3
Shareholders) will be calculated as follows:
( E
1) xF
where:
E = the Acuity 3 Roll-Over Value; and
F = the number of Acuity 3 Shares in issue as at close of business on the Record Date (save for any
Acuity 3 Shares held by dissenting Acuity 3 Shareholders).
Acuity 3 Scheme Illustration
As at 30 September 2011, the unaudited NAV of an Acuity 3 Share (taken from the Acuity 3 unaudited
management accounts to that date) was 22.7p (which included a provision for Acuity 3’s share of the
costs of the Schemes). The Acuity 3 Roll-Over Value (had the merger been completed on that date and
calculated in accordance with this Part II) would have been 22.7p (assuming no dissenting Acuity 3
Shareholders).
The number of New C Shares that would have been issued to Acuity 3 Shareholders (had the merger
been completed on that date and calculated in accordance with this Part II) would be 7,796,493
(0.227057 New C Share for every Acuity 3 Share held).
Foresight Clearwater Scheme
Conditions of the Foresight Clearwater Scheme
The Foresight Clearwater Scheme is conditional upon:
. the passing of Resolutions 1 and 5 to be proposed at the General Meeting;
. notice of dissent not having been received from Foresight Clearwater Shareholders holding more
than 10% in nominal value of Foresight Clearwater’s entire issued share capital under Section 111
IA 1986; and
. the passing of the resolutions to be proposed at the Foresight Clearwater Meetings.
Subject to the above, the Foresight Clearwater Scheme shall become effective immediately after the
passing of the special resolution for the winding up of Foresight Clearwater to be proposed at the
Foresight Clearwater Second General Meeting. If it becomes effective, the Foresight Clearwater
Scheme shall be binding on all Foresight Clearwater Shareholders (including dissenting Foresight
Clearwater shareholders) and all persons claiming through or under them.
Foresight Clearwater Roll-Over Value
The Foresight Clearwater Roll-Over Value will be calculated as:
A7(B+C)
D
where:
A = the unaudited net assets of Foresight Clearwater as at the Calculation Date (this being the
unaudited net assets of Foresight Clearwater as at 30 September 2011 (taken from the Foresight
Clearwater half-yearly report to that date) plus (i) any increase/decrease in the valuation of an
investment held by Foresight Clearwater 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 Foresight Clearwater
between 30 September 2011 and the Calculation Date, (iii) the contribution from Foresight and
Foresight GP (the manager and administrator respectively) to Foresight Clearwater so as to bring
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