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FORESIGHT 4 VCT PLC - Foresight Group

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. Shareholders may be adversely affected by a change in the <strong>VCT</strong> status of the Company if a<br />

number of the investments acquired from Target <strong>VCT</strong>s, or the investments of the Company, are or<br />

become unable to meet <strong>VCT</strong> requirements.<br />

. Completion of the Schemes will result in the Company having two classes of shares. Although<br />

each share class will be managed separately, they will continue to be subject to the overall financial<br />

position and performance of the Company as a number of accounting, company law and <strong>VCT</strong> tests<br />

are applied at company level. One share class may, therefore, adversely affect the other share<br />

class resulting in the other share class being restricted in the ability to make distributions and/or<br />

<strong>VCT</strong> status being maintained. If, on liquidation, in the unlikely event there was a deficit in relation to<br />

one share class, such deficit would be borne by the other share class of the Company.<br />

. There is no guarantee that the Enlarged Company will meet its objectives. The value of Shares can<br />

fluctuate and Shareholders may not get back the amount they invested and there is no guarantee<br />

that dividends will be paid. The past performance of the Company, the Target <strong>VCT</strong>s and/or the<br />

<strong>Foresight</strong> <strong>Group</strong> is no indication of future performance.<br />

. Although it is anticipated that the New Shares to be issued pursuant to the Scheme will be admitted<br />

to the premium segment of the Official List and will be traded on the London Stock Exchange’s<br />

market for listed securities, the secondary market for <strong>VCT</strong> shares is generally illiquid and<br />

Shareholders may find it difficult to realise their investment. An investment in the Company should,<br />

therefore, be considered as a long-term investment<br />

. The Company’s investments may be difficult, and take time, to realise. There may also be<br />

constraints imposed on the realisation of investments in order to maintain the <strong>VCT</strong> tax status of the<br />

Enlarged Company which may restrict the Enlarged Company’s ability to obtain maximum value<br />

from its investments.<br />

. Investment in AIM-traded, PLUS market-traded and unquoted companies, by its nature, involves a<br />

higher degree of risk than investment in companies listed on the Official List which could result in<br />

the value of such investment, and interest income and dividends therefrom reducing.<br />

. Whilst it is the intention of the Board that the Company will continue to be managed so as to qualify<br />

as a <strong>VCT</strong>, there can be no guarantee that such status will be maintained. Failure to continue to<br />

meet the qualifying requirements could result in Shareholders losing the tax reliefs available for<br />

<strong>VCT</strong> shares, resulting in adverse tax consequences.<br />

. The tax rules, or their interpretation, in relation to an investment in the Company and/or the rates of<br />

tax may change during the life of the Company and may apply retrospectively which may affect tax<br />

reliefs obtained by Shareholders and the <strong>VCT</strong> status of the Company.<br />

Taxation<br />

It is the intention of the Board to continue to comply with the requirements of ITA 2007 following<br />

implementation of the merger so as to continue to qualify as a <strong>VCT</strong>.<br />

The effective exchange of Target <strong>VCT</strong> Shares for New Shares (as the case may be) should not<br />

constitute a disposal of the existing Target <strong>VCT</strong> Shares for the purposes of UK taxation. Instead, the new<br />

holding of New Shares should be treated as having been acquired at the same time and at the same cost<br />

as the existing Target <strong>VCT</strong> Shares from which they are derived. Any capital gains tax deferral relief<br />

obtained on subscription of the existing Target <strong>VCT</strong> Shares should not, therefore, be crystallised for<br />

payment but will be transferred to the New Shares.<br />

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