FORESIGHT 4 VCT PLC - Foresight Group

to being dissolved in May 2008. In addition, Peter Dicks was also a director of Boostcareer Limited
and GEI Group Limited which were voluntarily struck off the Register of Companies and dissolved
in August 2009 and November 2010 respectively. Peter Dicks was also director of United Industries
Public Limited Company which was placed into administration in April 2006. Under the
administration of the company all secured creditors were paid in full. Total non-preferential
unsecured creditors as detailed on the directors’ statement of affairs as at 5 April 2006 amounted to
£33,611,202. There were insufficient funds to enable a distribution to non-preferential unsecured
creditors leaving an estimated final deficiency as regards non-preferential unsecured creditors of
£33,611,202. There were no known preferential creditor claims.
4.11 There have been no official public incriminations and/or sanctions of any Director by statutory or
regulatory authorities (including designated professional bodies) and no Director has ever been
disqualified by a court from acting as a member of the administrative, management or supervisory
bodies of a company or from acting in the management or conduct of the affairs of any company
during the previous five years.
5. OVERSEAS SHAREHOLDERS
5.1 The issue of New Shares to be issued pursuant to the Schemes to persons resident in or citizens of
jurisdictions outside the UK may be affected by the laws of the relevant jurisdiction. Such
shareholders should inform themselves about and observe any legal requirements, in particular:
5.2 None of the New Shares to be issued pursuant to the Schemes have been or will be registered
under the United States Securities Act 1933, as amended, or qualify under applicable United
States state statute and the relevant clearances have not been, and will not be, obtained from the
securities commission of any province of Canada, Australia, Japan, South Africa or New Zealand;
5.3 The Company is not registered under the United States Investment Company Act of 1940, as
amended, and investors are not entitled to the benefits of that Act; and
5.4 No offer is being made, directly, under the Schemes, in or into or by the use of emails, or by means
of instrumentality (including, without limitation, facsimile, transmission, telex or telephone) or
interstate or foreign commerce, or of any facility in a national securities exchange, of the United
States, Canada, Australia, Japan, South Africa or New Zealand. It is the responsibility of Target
VCTs’ Shareholders with registered addresses outside the UK to satisfy themselves as to the
observance of the laws of the relevant jurisdiction in connection with the issue of New Shares
pursuant to the Scheme, including the obtaining of any government or exchange control or other
consents which may be required, the compliance with any other necessary formalities which need
to be observed and the payment of any issue, transfer or other taxes or duties due in such
jurisdiction.
6. MATERIAL CONTRACTS
6.1 Save as disclosed in this paragraph 6.1, the Company has not entered, other than in the ordinary
course of business, into any contract which is or may be material to the Company within the two
years immediately preceding the publication of this document or into any contract containing
provisions under which the Company has any obligation or entitlement which is material to the
Company as at the date of this document:
6.1.1 An investment management agreement dated 30 July 2004 between the Company (1), Foresight
GP (2) and Foresight Fund Managers (3) (as amended and supplemented from time to time by
those parties and as novated from Foresight GP to Foresight pursuant to a novation agreement
dated 19 December 2011 between those parties and Foresight) pursuant to which Foresight is
appointed as the discretionary investment manager to the Company and Foresight GP provides
administration services to the Company (through Foresight Fund Managers). The provision of
administration services will be novated (pursuant to the novation agreement referred to above) to
Foresight, subject to it being authorised by the Guernsey Financial Services Commission to
provide such services.
The appointment of Foresight (or Foresight GP until the provision of administration services are
novated to Foresight) is terminable by either party on not less than one year’s notice in writing and
may also be terminated in circumstances of material breach by either of these parties (or, in the
case of Foresight or Foresight GP, as applicable breach by any delegate or subcontractor) and, in
any event, the Company may appoint other parties in substitution of Foresight as investment
68