FORESIGHT 4 VCT PLC - Foresight Group

10.11 There are no known trends, uncertainties, demands, commitments or events that are reasonably
likely to have a material effect on the Company’s prospects for at least the current financial year,
so far as the Company and the Directors are aware.
10.12 Scott-Moncrieff (a member of the Institute of Chartered Accountants in Scotland) has given and
has not withdrawn its written consent to the inclusion in this document of its report set out in Part VI
of this document in the form and context in which it is included and has authorised the contents of
its report for the purposes of Rule 5.5.3(2)(f) of the Prospectus Rules.
10.13 BDO LLP and the Liquidators have given and not withdrawn their written consent to the issue of
this document and the inclusion of their names and the references to them in this document in the
form and context in which they appear.
10.14 Shareholders will be informed, by means of the half-yearly and/or annual report or through a
Regulatory Information Service announcement if the investment restrictions which apply to the
Company as a VCT detailed in this document are breached.
10.15 The Company’s capital resources are restricted insofar as they may be used only in putting into
effect the investment policies in this document. There are no firm commitments in respect of the
Company’s principal future investments.
10.16 All Shareholders have the same voting rights in respect of the existing share capital of the
Company. The Company is not aware of any person who, directly or indirectly, exercises or could
exercise control over the Company, nor of any arrangements, the operation of which, may be at a
subsequent date result in a change of control of the Company.
10.17 The Company has no employees or subsidiaries.
10.18 The typical investor for whom investment in the Company is designed is an individual retail
investor aged 18 or over who is resident and a tax payer in the United Kingdom.
10.19 The Company does not have any material shareholders with different voting rights.
10.20 The Company is subject to the investment restrictions relating to a venture capital trust in ITA
2007, as more particularly detailed in Part IX of this document, and in the Listing Rules which
specify that (i) the Company must, at all times, invest and manage its assets in a way which is
consistent with its object of spreading investment risk and in accordance with its published
investment policy as set out in pages 30 and 31 of this document; (ii) the Company must not
conduct any trading activity which is significant in the context of its group as a whole; and (iii) the
Company may not invest more than 10%, in aggregate, of the value of the total assets of the issuer
at the time an investment is made in other listed closed-ended investment funds. Any material
change to the investment policy of the Company will require the approval of Shareholders
pursuant to the Listing Rules. The Company intends to direct its affairs in respect of each of its
accounting periods so as to qualify as a venture capital trust and accordingly:
10.20.1 the Company’s income is intended to be derived wholly or mainly from shares or other securities,
as this phrase is interpreted by HMRC;
10.20.2 the Company will not control the companies in which it invests in such a way as to render them
subsidiary undertakings.
10.21 The Company and its Shareholders are subject to the provisions of the City Code on Takeovers
and Mergers and CA 2006, which require shares to be acquired/transferred in certain
circumstances.
10.22 Had the Schemes been implemented on 30 September 2011, being the latest practicable date
before the date of publication of this document, based on the most recently published unaudited
net asset values of the Companies (including the proposed contribution from Foresight and
Foresight GP (the manager and administrator respectively) to Foresight Clearwater so as to bring
its NAV up to 94.5p per Foresight Clearwater Share, but taking into account the number of
Foresight Clearwater Shares in issue at the date of this document), 1,432,440 New Ordinary
Shares would have been issued to Foresight Clearwater Shareholders, and 18,643,665 New C
Shares would have been issued in aggregate to Foresight 5 Shareholders and Acuity 3
Shareholders, together representing 53.6% of the issued share capital of the Company.
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