FORESIGHT 4 VCT PLC - Foresight Group

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Director Shares %of issued share capital Philip Stephens 14,893 0.04 Peter Dicks 16,706 0.05 Roger Brooke 202,005 0.55 None of the Directors hold any shares in the share capital of the Target VCTs other than Peter Dicks who holds 20,600 Foresight Clearwater Shares. In respect of Foresight 5, Catrina Holme and David Donnelly stated their intention to re-invest their directors’ fees in relation to Foresight 5 for the quarters ending 30 June 2011 and 30 September 2011 (net of tax and National Insurance) in Foresight 5 Shares. Due to over-subscription of the recent Foresight 5 offer to its shareholders, neither Catrina Holme or David Donnelly has had the opportunity to re-invest such fees but have confirmed that they will carry forward this intention to reinvest such fees in C Shares following the Foresight 5 Scheme becoming effective. 4.3 As at 21 December 2011 (this being the latest practicable date prior to publication of this document) save as disclosed above, no Director, his family or any person connected to the Director within the meaning of Section 252 CA 2006 has any interest in the share or loan capital of the Company. 4.4 Aggregate Directors’ emoluments for the current year are expected to be £65,000 (excluding applicable employers National Insurance Contributions or VAT). Details of the Directors’ appointments are as follows: Director Date of Appointment* Annual Remuneration** (£) 31 March 2011 Remuneration*** (£) Philip Stephens 4 February 1998 25,000 22,500 Roger Brooke 4 February 1998 20,000 19,167 Peter Dicks 30 July 2004 20,000 21,250 * None of the Directors have a service contract and their appointment is not subject to a notice period. The appointments do not confer any right to hold office for any period nor any right for compensation if they cease to be a Director. The office of non-executive director is not pensionable. ** Excluding applicable employers National Insurance Contributions or VAT. *** This was an extended 13 month period to 31 March 2011 and excludes applicable employers National Insurance Contributions or VAT. 4.5 Save for in respect of Peter Dicks, who is a director of a number of VCTs managed by Foresight, there are no potential conflicts of interests between the duties of any Director and their private interests and/or duties 4.6 No loan or guarantee has been granted or provided to or for the benefit of any of the Directors. 4.7 The Company has taken out directors’ and officers’ liability insurance for the benefit of its Directors, which is renewable on an annual basis. 66
4.8 The Directors are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below: Director Current Past five years Philip Stephens Denham Golf Club Limited Egdon Resources plc Foresight 4 VCT plc Neptune-Calculus Income and Growth VCT plc Economic Lifestyle Property Investment Company Oakdene Homes plc UK Mail Group plc Roger Brooke ADRC Candover Services Limited Benchwood Properties Limited IP Group plc Brain-in-Hand Limited Watermeadow Services Limited Cambria Limited Chawton Holdings Limited Foresight 4 VCT plc The Pelican Cancer Foundation Limited Royal Society Enterprise Fund Limited RL Capital Limited Peter Dicks Committed Capital VCT plc Daniel Stewart Securities plc Enterprise Capital Trust plc (in liquidation) Foresight VCT plc Foresight 2 VCT plc Foresight 3 VCT plc Foresight 4 VCT plc Foresight 5 VCT plc Foresight Clearwater VCT plc Gartmore Fledgling Trust plc GFT Dealing Limited Graphite Enterprise Trust plc Henderson Fledgling Trust plc Interactive Investor plc Mears Group plc Mercia Fund 1 General Partner Limited PCT Finance Limited Polar Capital Technology Trust plc Private Equity Investor plc Second London American Trust plc (in liquidation) Sportingbet plc Standard Microsystems Corporation (USA) SVM UK Emerging Fund plc Unicorn AIM VCT plc Boostcareer Limited CM Group Holdings Limited East European Frontiers Fund ISEC Securities Limited Lebanon Holdings (Luxembourg) London Trust Productions Limited The East German Investment Trust plc (in liquidation) United Industries Public Limited Company Vencap International plc 4.9 None of the Directors or Proposed Directors have any convictions in relation to fraudulent offences during the previous five years. 4.10 Save as disclosed in this paragraph, there were no bankruptcies, receiverships or liquidations of any companies or partnership where any of the Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager during the previous five years. Philip Stephens was a director of Oakdene Homes plc until June 2009, following the company being placed in administration in January 2009. At January 2011, the date of the final administrators report (the company now being in compulsory liquidation) there was in excess of £86 million owing to creditors and in excess of £2.5 million owing to its shareholders. Roger Brooke was a director of Watermeadow Services Limited until it was voluntarily struck off the Register of Companies and dissolved in April 2009 Peter Dicks is a director of Second London American Trust Plc and Enterprise Capital Trust plc which were placed into members’ voluntary liquidation on 30 August 2006 and 7 February 2008, respectively. Peter Dicks was also, until this year, a director of The East German Investment Trust plc, which was placed into members’ voluntary liquidation in November 2008. Peter Dicks was also director of CM Group Holdings Limited, which was placed into members’ voluntary liquidation prior 67
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THIS DOCUMENT IS IMPORTANT AND REQU
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SUMMARY This summary should be read
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Summary Investment Objective and In
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RISK FACTORS Shareholders and prosp
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EXPECTED TIMETABLES EXPECTED TIMETA
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Directors Philip Henry Stephens (Ch
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‘‘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 and 28: As at 30 September 2011, the unaudi
Page 29 and 30: The Board of Directors The Board of
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: the Company is to be dealt with as
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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