FORESIGHT 4 VCT PLC - Foresight Group
FORESIGHT 4 VCT PLC - Foresight Group
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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