FORESIGHT 4 VCT PLC - Foresight Group

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for this type of agreement from the Company and Foresight 3 to Foresight GP. The Company and Foresight 3 VCT plc paid to Foresight GP a commission of 5.5% of the gross amount subscribed under that offer out of which all costs, charges and expenses of or incidental to that offer (save for annual trail commission) were paid. 6.1.4 A letter of engagement dated 1 September 2010 from BDO LLP to the Company and Foresight 3 VCT plc, pursuant to which BDO LLP was appointed as sponsor to the Company and Foresight 3 VCT plc for the purposes of the offer referred to at paragraph 6.1.3 above. The fees under this appointment were met by Foresight GP. The Company and Foresight 3 VCT plc agreed to indemnify BDO LLP for any loss suffered in respect of its role as sponsor, such indemnity being unlimited. 6.1.5 A letter of engagement dated 1 November 2011 between the Company and BDO LLP, pursuant to which BDO LLP will act as sponsor to the Company for the purposes of the merger. The agreement may be terminated if any statement in the Prospectus is untrue, any material omission from the Prospectus arises or any breach of warranty occurs. 6.2 The following contracts will be entered into, subject, inter alia, to the approval by Shareholders of applicable Resolutions at the General Meeting and the relevant Scheme becoming effective: 6.2.1 A transfer agreement between the Company and Foresight 5 (acting through the Liquidators) pursuant to which all of the assets and liabilities of Foresight 5 will be transferred to the Company (subject only to the consent required to transfer such assets and liabilities) in consideration for New C Shares in accordance with Part II of this document. The Liquidators will further agree under this agreement that all sale proceeds and/or dividends received in respect of the underlying assets and/ or other rights of Foresight 5 will be transferred on receipt to the Company as part of the Foresight 5 Scheme. This agreement will be entered into as part of the Foresight 5 Scheme. 6.2.2 A transfer agreement between the Company and Acuity 3 (acting through the Liquidators) pursuant to which all of the assets and liabilities of Acuity 3 will be transferred to the Company (subject only to the consent required to transfer such assets and liabilities) in consideration for New C Shares in accordance with Part II of this document. The Liquidators will further agree under this agreement that all sale proceeds and/or dividends received in respect of the underlying assets and/or other rights of Acuity 3 will be transferred on receipt to the Company as part of the Acuity 3 Scheme. This agreement will be entered into as part of the Acuity 3 Scheme. 6.2.3 A transfer agreement between the Company and Foresight Clearwater (acting through the Liquidators) pursuant to which all of the assets and liabilities of Foresight Clearwater will be transferred to the Company (subject only to the consent required to transfer such assets and liabilities) in consideration for New Ordinary Shares in accordance with Part II of this document. The Liquidators will further agree under this agreement that all sale proceeds and/or dividends received in respect of the underlying assets and/or other rights of Foresight Clearwater will be transferred on receipt to the Company as part of the Foresight Clearwater Scheme. This agreement will be entered into as part of the Foresight Clearwater Scheme. 6.2.4 An indemnity from the Company to the Liquidators pursuant to which the Company will indemnify the Liquidators for expenses and costs incurred by them in connection with the Foresight 5 Scheme. A liquidation fee has been agreed (including an amount representing contingency) and taken into account in the merger calculations. This agreement will be entered into as part of the Foresight 5 Scheme. 6.2.5 An indemnity from the Company to the Liquidators pursuant to which the Company will indemnify the Liquidators for expenses and costs incurred by them in connection with the Acuity 3 Scheme. A liquidation fee has been agreed (including an amount representing contingency) and taken into account in the merger calculations. This agreement will be entered into as part of the Acuity 3 Scheme. 6.2.6 An indemnity from the Company to the Liquidators pursuant to which the Company will indemnify the Liquidators for expenses and costs incurred by them in connection with the Foresight Clearwater Scheme. A liquidation fee has been agreed (including an amount representing contingency) and taken into account in the merger calculations. This agreement will be entered into as part of the Foresight Clearwater Scheme. 70
7. CORPORATE GOVERNANCE 7.1 Board of Directors The Company has a Board of three Non-Executive Directors, all of whom (other than Peter Dicks who is considered non-independent under the listing rules by virtue of being a director of several Foresight VCTs which are all managed by Foresight Group) are considered to be independent. Peter Dicks is also a director of Foresight VCT plc, Foresight 2 VCT plc, Foresight 3 VCT plc, Foresight 5 and Foresight Clearwater. The Board believes, having regard to the specialist nature of VCTs and the fact that Foresight advises a number of VCTs, that it is in the best interests of shareholders if, on each of the boards of the VCTs advised by Foresight, there are certain directors who are common. That is to say, a common director is able to assess how Foresight performs in respect of one fund with the valuable background knowledge of how well or badly Foresight is performing in relation to other funds for which he also has responsibility as a director. Where conflicts of interest arise between the different funds then the common director would seek to act fairly and equitably between different groups of shareholders. Where this is difficult or others might perceive that it was so, then decisions would be taken by the Directors who are not common directors. The most likely source of potential conflicts would normally be the allocation of investment opportunities but as these are allocated by Foresight pro rata to the cash raised by each fund, subject to the availability of funds, in practice such conflicts do not arise. Additionally, ‘specialist funds’ may be allocated investments specific to their investment policy in priority to more generalist funds. The Board is responsible to shareholders for the proper management of the Company and meets at least quarterly and on an ad hoc basis as required. It has formally adopted a schedule of matters that are required to be brought to it for decision, thus ensuring that it maintains full and effective control over appropriate strategic, financial, operational and compliance issues. A management agreement between the Company and Foresight sets out the matters over which Foresight has authority, including monitoring and managing the existing investment portfolio and the limits above which Board approval must be sought. All other matters are reserved for the approval of the Board. Foresight, in the absence of explicit instruction from the Board, is empowered to exercise discretion in the use of the Company’s voting rights. Individual Directors may, at the expense of the Company, seek independent professional advice on any matter that concerns them in the furtherance of their duties. In view of its non-executive nature and the requirements of the Articles of Association that all Directors retire by rotation at the annual general meeting, the Board considers that it is not appropriate for the Directors to be appointed for a specific term as recommended by 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. However, the Board has agreed that each Director will retire and, if appropriate, may seek re-election after three years’ service and annually after serving on the Board for more than nine years. Non-independent Directors are required to retire annually. Full details of duties and obligations are provided at the time of appointment and are supplemented by further details as requirements change, although there is no formal induction programme for Directors as recommended by the Code. The Board has access to a company secretary who also attends all Board meetings. A representative of Foresight attends all formal Board meetings although the Directors may meet without the manager being present. Informal meetings with management are also held between Board meetings as required. The company secretary provides full information on the Company’s assets, liabilities and other relevant information to the Board in advance of each Board meeting. In the 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 as recommended by the Code. The provisions of the Code which relate to the division of responsibilities between a chairman and a chief executive officer are, accordingly, not applicable to the Company. 7.2 Committees and Directors’ performance evaluation The Board has adopted formal terms of reference, for three standing committees, namely the Audit Committee, Remuneration Committee and Nomination Committee, each of which makes recommendations to the Board in specific areas. 71
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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
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‘‘London Stock Exchange’’ L
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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 and 66: the Company is to be dealt with as
Page 67 and 68: 4.8 The Directors are currently or
Page 69: adviser or manager in respect of th
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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