FORESIGHT 4 VCT PLC - Foresight Group

its NAV up to 94.5p per Foresight Clearwater Share immediately prior to the calculation of the
Foresight Clearwater Roll-Over Value and (iv) any adjustment that both the Foresight Clearwater
Board and the Board consider appropriate to reflect any other actual or contingent benefit or liability
of Foresight Clearwater);
B = Foresight Clearwater’s proportion of the estimated merger costs of the Schemes (this being 10% of
the aggregate costs of the Schemes) plus £5,000 (representing an amount of contingency to cover
any unforeseen additional costs attributable to Foresight Clearwater incurred by the Company,
which will indemnify the Liquidators in respect of all costs of Foresight Clearwater following the
transfer on the Effective Date);
C = the amount estimated to be required to purchase the holdings of Foresight Clearwater Shares from
dissenting Foresight Clearwater Shareholders; and
D = the number of Foresight Clearwater Shares in issue as at close of business on the Record Date
(save for any Foresight Clearwater Shares held by dissenting Foresight Clearwater Shareholders).
Company Merger Value
The Company Merger Value will be calculated as:
E7F
G
where:
E = the unaudited net assets of the Company as at the Calculation Date (this being the unaudited net
assets of the Company as at 30 September 2011 (taken from the Company’s unaudited Half-
Yearly Report to that date) plus (i) any increase/decrease in the valuation of an investment held by
the Company 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 Company between 30 September 2011 and
the Calculation Date and (iii) any adjustment that both the Board and the Foresight Clearwater
Board consider appropriate to reflect any other actual or contingent benefit or liability of the
Company);
F = the Company’s proportion of the estimated merger costs of the Schemes (this being 40% of the
aggregate costs of the Schemes); and
G = the number of Ordinary Shares in issue as at close of business on the Record Date.
New Ordinary Shares to be issued to Foresight Clearwater Shareholders
The number of New Ordinary Shares to be issued to Foresight Clearwater Shareholders (save for any
dissenting Foresight Clearwater Shareholders) will be calculated as follows:
( H
I ) x J
where:
H = the Foresight Clearwater Roll-Over Value;
I = the Company Merger Value; and
J = the number of Foresight Clearwater Shares in issue as at close of business on the Record Date
(save for any Foresight Clearwater Shares held by dissenting Foresight Clearwater Shareholders).
Foresight Clearwater Scheme Illustration
As at 30 September 2011, the unaudited NAV of a Foresight Clearwater Share (taken from the Foresight
Clearwater unaudited half-yearly report to that date) was 92.0p. The Foresight Clearwater Roll-Over
Value (had the merger been completed on that date and calculated in accordance with this Part II) would
have been 90.0p (assuming no dissenting Foresight Clearwater Shareholders).
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