FORESIGHT 4 VCT PLC - Foresight Group

As at 30 September 2011, the unaudited NAV of an Ordinary Share (taken from the Company’s Half-
Yearly Report to that date) was 109.6p. The Company Merger Value (had the merger been completed
on that date and calculated in accordance with this Part II) would have been 109.1p.
The number of New Ordinary Shares that would have been issued to Foresight Clearwater Shareholders
(had the merger been completed on that date and calculated in accordance with this Part II, but taking
into account the number of Foresight Clearwater Shares in issue as at the date of this document) would
be 1,432,440 (0.825433 New Ordinary Share for every Foresight Clearwater Share held).
Additional Information on the Schemes
The New Shares to be issued pursuant to the Schemes will be issued directly to Target VCTs’
Shareholders pro-rata to their existing holdings (disregarding the shares held by dissenting Target VCTs’
Shareholders) on the instruction of the Liquidators.
Entitlements will be rounded down to the nearest whole number and any fractional entitlements (which
will not exceed £1.50) will be sold in the market and the proceeds retained for the benefit of the Enlarged
Company.
Where Target VCTs’ Shareholders hold their shares in certificated form, they will receive a new
certificate for the New Shares issued pursuant to the Schemes and existing certificates will no longer be
valid. Where Target VCTs’ Shareholders hold their shares in uncertificated form, their CREST accounts
will be credited with the replacement holding in New Shares.
Dividend payment mandates provided for holdings in the Target VCTs will, unless a Target VCTs’
Shareholder advises otherwise in writing to Computershare Investor Services PLC, be transferred to the
New Shares.
An application has been made to the UKLA for the New Shares to be listed on the premium segment of
the Official List and will be made to the London Stock Exchange for such New Shares to be admitted to
trading on its market for listed securities. From the date of issue, the New Shares issued pursuant to the
Schemes will rank pari passu with the existing issued Shares (save for any class rights).
The Liquidators will offer to purchase the holdings of dissenting Target VCTs’ Shareholders at the break
value price of the relevant Target VCT Share (as applicable), this being an estimate of the amount a
holder of such shares would receive in an ordinary winding-up of that Target VCT if all of the assets of
the Target VCT had to be realised. Due to Foresight 5 and Acuity 3’s investments being in unquoted
companies for which there are not generally readily available purchasers, the break values of all of the
shares of Foresight 5 and Acuity 3 are expected to be significantly below the unaudited net asset values
of such shares. The break value in respect of the Foresight Clearwater Shares is expected to be
materially the same as the unaudited net asset value of such shares. However, all Target VCTs’
Shareholders should also be aware that a purchase by the Liquidators will be regarded as a disposal for
HMRC purposes, thereby triggering the payment of any capital gains tax deferral or any upfront income
tax relief (assuming such shares have not been held for the minimum five year holding period) received
on the original subscription. The break value received may not be sufficient to cover the amount of
payment due.
If the conditions for a Scheme, as set out above, have not been satisfied by 29 February 2012, then that
Scheme shall not become effective and the relevant two companies will continue in their current form
(but subject to the implementation of the other Schemes) and the boards of the relevant two companies
will continue to keep the future of their respective company under review.
Each Scheme is not conditional on the other Schemes and will proceed independently and irrespective
of the other Schemes.
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