FORESIGHT 4 VCT PLC - Foresight Group

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PART III INFORMATION ON THE COMPANY Constitution and Status The Company was incorporated and registered in England and Wales as a public company with limited liability on 3 February 1998 with registered number 3506579 under the name Advent 2 VCT plc. The Company name was changed to Foresight 4 VCT plc on 4 August 2004. The Company was issued with a trading certificate under Section 117 of CA 1985 (now Section 761 of CA 2006) on 5 February 1998. The Company operates under the Companies Acts and the regulations made thereunder. VCTs are unregulated, but are required to manage their affairs to obtain and maintain approval as a VCT under the provisions of Chapter 3 of Part 6 of ITA 2007. HMRC has granted approval of the Company as a VCT under Section 259 of ITA 2007. The business of the Company has been, and it is intended will be, carried on so as to continue to comply with that section to maintain full approval. The Company is not authorised and/or regulated by the FSA or an equivalent overseas regulator. The Company’s Shares are listed on the premium segment of the Official List. Share Capital The share capital of the Company comprises ordinary shares of 1p each of which 36,512,963 are currently in issue (as at 21 December 2011). In respect of the Foresight 5 Scheme and the Acuity 3 Scheme, the New Shares to be issued will be a new class of C ordinary shares of 1p each. Share certificates for existing Shares will continue to be valid and will not be replaced following the Schemes becoming effective. Selected Financial Information Certain selected financial information of the Company is set out below: Unaudited six months ended 30 September 2011 (£’000) Audited 13 month period to 31 March 2011 (£’000) Audited year end 28 February 2010 (£’000) 2009 (£’000) Total profit/(loss) on ordinary activities before taxation (816) 6,039 1,915 (2,085) Total net asset value return per share (p) (2.2) 18.8 7.7 (8.9) Dividends paid per Share (p) – 5.0 5.0 5.0 Net assets 40,006 40,163 26,713 22,551 NAV per Share (p) 109.6 112.0 99.0 96.2 28
The Board of Directors The Board of the Company will continue in its current form (Peter Dicks, a Director of the Company, is also a director of Foresight 5 and Foresight Clearwater and, therefore, will bring recent knowledge and experience of these Targets VCTs to the Enlarged Company). The composition of the Board will continue to be kept under review. Philip Henry Peter Stephens (69) (Chairman) Philip Stephens retired from Williams de Broe plc in 2002 where he was joint head of corporate finance. He was previously a managing director at UBS, which he joined in 1989. He was involved in corporate finance and corporate broking for over thirty-five years. He is currently non-executive chairman of Egdon Resources PLC and Neptune-Calculus Income & Growth VCT plc. Philip is a member of the Audit Committee. Peter Frederick Dicks (69) Peter Dicks was a founder director of Abingworth plc in 1973, a successful venture capital company. He is currently a director of a number of quoted and unquoted companies, including SportingBet plc and Private Equity Investor plc where he is Chairman, Polar Capital Technology Trust plc, Graphite Enterprise Trust plc and Standard Microsystems Inc, a US-NASDAQ quoted company. In addition, he has been a Director of Foresight VCT plc, Foresight 2 VCT plc and Foresight Clearwater since their respective launches in 1997, 2004 and 2010 and has been a director of Foresight 3 VCT plc and the Company since July 2004. He is also chairman of Unicorn AIM VCT plc and is a director of Committed Capital VCT plc. Christopher Roger Ettrick Brooke (80) Roger Brooke was, until May 1999, chairman of Candover Investments plc, an investment trust investing mainly in buy-outs of unquoted companies, having been chief executive of that company since its formation in 1980. From 1969 to 1971 he was managing director of Scienta SA, which was involved in investing in small and medium-sized advanced technology companies in Europe. He was a director of the Pearson Group for eight years and in 1979 became group managing director of EMI until its merger with Thorn in 1980. He is a former non-executive director of Foresight 3 VCT plc. He is a director of IP Group plc as well as several unquoted companies. Roger is chairman of the Audit Committee. Corporate Governance The Financial Services Authority requires all listed companies to disclose how they have applied the principles and complied with the provisions of the UK Corporate Governance Code (formerly the Combined Code) (‘‘the Code’’) issued by the Financial Reporting Council (‘‘FRC’’) in May 2010 for all companies who are now operating in financial years on or after 29 June 2010. The Board has also considered the principles and recommendations of the AIC Code of Corporate Governance (‘‘AIC Code’’) by reference to the AIC Corporate Governance Guide for Investment Companies (‘‘AIC Guide’’). The AIC Code, as explained by the AIC Guide, addresses all the principles set out in the Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against the principles and recommendations of the AIC Code, and by reference to the AIC Guide (which incorporates the UK Corporate Governance Code), will provide better information to shareholders. For the 13 month period to 31 March 2011 and as at the date of this document, the Company has complied with the recommendations of the AIC Code and the relevant provisions of the Code, except where noted below. There are certain areas of the Code that the AIC does not consider relevant to investment companies and with which the Company does not specifically comply, of which the AIC Code provides dispensation. The area and reason for non-compliance is in light of the responsibilities retained by the Board and its committees and of the responsibilities delegated to Foresight, SGH Martineau LLP, and the Company Secretary, the Company has not appointed a chief executive officer, deputy chairman or a senior independent non-executive director. The Company has not, therefore, reported further in respect of these provisions. Further details on the Company’s corporate governance including the constitution of the Board, various committees and other internal controls are set out in Paragraph 7 of Part X of this document. 29
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 3 and 4: SUMMARY This summary should be read
Page 5 and 6: Summary Investment Objective and In
Page 7 and 8: RISK FACTORS Shareholders and prosp
Page 9 and 10: EXPECTED TIMETABLES EXPECTED TIMETA
Page 11 and 12: Directors Philip Henry Stephens (Ch
Page 13 and 14: ‘‘Conversion’’ the conversi
Page 15 and 16: ‘‘London Stock Exchange’’ L
Page 17 and 18: PART I MERGER OF THE COMPANY AND TH
Page 19 and 20: Cost Savings The Board and the boar
Page 21 and 22: However, the purchase of their hold
Page 23 and 24: New C Shares to be issued to Foresi
Page 25 and 26: D = the number of Acuity 3 Shares i
Page 27: As at 30 September 2011, the unaudi
Page 31 and 32: securities, cash is primarily held
Page 33 and 34: Dividend Policy The dividend policy
Page 35 and 36: Custodian Foresight Fund Managers (
Page 37 and 38: Gary Fraser Is a chartered accounta
Page 39 and 40: PART V FINANCIAL INFORMATION ON THE
Page 41 and 42: Description 2010 Annual Report Obje
Page 43 and 44: Opinion In our opinion: . the pro f
Page 45 and 46: PART VII INVESTMENT PORTFOLIOS AND
Page 47 and 48: Acuity 3 Value (£’000s) % Invest
Page 49 and 50: Trilogy Communications Limited Acco
Page 51 and 52: Connect2media Limited Dormant accou
Page 53 and 54: PART IX TAX POSITION OF THE COMPANY
Page 55 and 56: PART X ADDITIONAL INFORMATION 1. TH
Page 57 and 58: (d) the authority conferred by this
Page 59 and 60: days immediately preceding the day
Page 61 and 62: including any corporation present b
Page 63 and 64: 3.7 Directors (i) There shall be no
Page 65 and 66: the Company is to be dealt with as
Page 67 and 68: 4.8 The Directors are currently or
Page 69 and 70: adviser or manager in respect of th
Page 71 and 72: 7. CORPORATE GOVERNANCE 7.1 Board o
Page 73 and 74: Following publication of Internal C
Page 75 and 76: 10.11 There are no known trends, un
Page 78:
RF65245 Printed by Royle Financial
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