FORESIGHT 4 VCT PLC - Foresight Group

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The existing Shares have been (and it is anticipated that the New Shares in the Enlarged Company to be issued pursuant to the Schemes will be) admitted to the premium segment of the Official List and are (or will be) traded on the London Stock Exchange’s market for listed securities. However, the secondary market for VCT shares is generally illiquid (which may be partly attributable to the fact that initial tax reliefs are not available for VCT shares bought in the secondary market and because VCT shares usually trade at a discount to NAV) and Shareholders in the Enlarged Company may find it difficult to realise their investment. An investment in the Enlarged Company should, therefore, be considered as a long-term investment. Whilst it is the intention of the Board that the Enlarged Company will continue to be managed so as to qualify as a VCT, there can be no guarantee that such status will be maintained. Failure to continue to meet the qualifying requirements could result in Shareholders in the Enlarged Company losing the tax reliefs available for VCT shares, resulting in adverse tax consequences including, if the holding has not been held for the relevant holding period, a requirement to repay the tax reliefs obtained. Furthermore, should the Enlarged Company lose its VCT status, dividends and gains arising on the disposal of Shares in the Enlarged Company would become subject to tax and the Enlarged Company would also lose its exemption from corporation tax on its capital gains. The tax rules, or their interpretation, in relation to an investment in the Enlarged Company and/or the rates of tax may change during the life of the Enlarged Company and may apply retrospectively which may affect tax reliefs obtained by Shareholders in the Enlarged Company and the VCT status of the Enlarged Company. Changes in legislation concerning VCTs (pursuant to the consultation document published by HM Treasury on 6 July 2011, as announced in the 2011 Autumn Statement or otherwise), in relation to what constitutes qualifying holdings and qualifying trades, may limit the number of qualifying investment opportunities, reduce the level of returns which might otherwise be achievable or result in the Company not being able to meet its objectives. If a Shareholder in the Enlarged Company disposes of his or her Shares in the Enlarged Company within five years of issue (three years if such Shares were issued on or between 6 April 2000 and 5 April 2006), he or she will be subject to clawback by HMRC of any income tax reliefs originally claimed. For these purposes, the date of issue of the New Shares in the Enlarged Company issued pursuant to the Schemes will be the original date of issue of the relevant Target VCT’s Shares in respect of which such New Shares in the Enlarged Company are issued. Any realised losses on the disposal of Shares in the Enlarged Company cannot be used to create an allowable loss for capital gains tax purposes. Investment in unquoted companies (including AIM-traded and PLUS market-traded companies), by its nature, involves a higher degree of risk than investment in companies listed on the Official List, which could result in the value of such investment, and interest income and dividends therefrom reducing. In particular, small companies often have limited product lines, markets or financial resources and may be dependent for their management on a small number of key individuals and may be more susceptible to political, exchange rate, taxation and other regulatory changes and may not produce the hoped-for returns. In addition, the market for securities in smaller companies is less regulated and is usually less liquid than that for securities in larger companies, bringing with it potential difficulties in acquiring, valuing and disposing of such securities. Full information for determining their value or the risks to which they are exposed may also not be available. Investment returns will, therefore, be uncertain and involve a higher degree of risk than investment in a company listed on the Official List. Realisation of investments in unquoted companies may be difficult and may take considerable time. There may also be constraints imposed on the realisation of investments in order to maintain the VCT tax status of the Enlarged Company which may restrict the Enlarged Company’s ability to obtain maximum value from its investments. In addition, although the Enlarged Company may receive customary venture capital rights in connection with some of its unquoted investments, as a minority investor it may not be in a position to fully protect its interests. 8
EXPECTED TIMETABLES EXPECTED TIMETABLE FOR THE COMPANY Latest time for receipt of forms of proxy for the General Meeting 10.00 a.m. on 24 January 2012 General Meeting 10.00 a.m. on 26 January 2012 Calculation Date after 5.00 p.m. on 3 February 2012 Effective Date for the transfer of the assets and liabilities of Foresight 5, Acuity 3 and Foresight Clearwater to the Company and the issue of New Shares pursuant to the Schemes* 6 February 2012 Announcement of the results of the Schemes 6 February 2012 Admission of and dealings in New Shares issued pursuant to the Schemes to commence 7 February 2012 CREST accounts credited with New Shares issued pursuant to the Schemes 7 February 2012 Certificates for New Shares issued pursuant to the Schemes dispatched 14 February 2012 (*the last trading date for the shares in Foresight 5, Acuity 3 and Foresight Clearwater will, therefore, be 3 February 2011.) EXPECTED TIMETABLE FOR FORESIGHT 5 Date from which it is advised that dealings in Foresight 5 Shares should only be for cash settlement and immediate delivery of documents of title Latest time for receipt of forms of proxy for the Foresight 5 First 12 January 2012 General Meeting 10.30 a.m. on 24 January 2012 Foresight 5 First General Meeting 10.30 a.m. on 26 January 2012 Foresight 5 register of members closed Record Date for Foresight 5 Shareholders’ entitlements under 5.00 p.m. on 3 February 2012 the Foresight 5 Scheme 5.00 p.m. on 3 February 2012 Calculation Date Latest time for receipt of forms of proxy for the Foresight 5 after 5.00 p.m. on 3 February 2012 Second General Meeting 10.00 a.m. on 4 February 2012 Dealings in Foresight 5 Shares suspended 7.30 a.m. on 6 February 2012 Foresight 5 Second General Meeting Effective Date for the transfer of the assets and liabilities of Foresight 5 to the Company and the issue of New C Shares 10.00 a.m. on 6 February 2012 pursuant to the Foresight 5 Scheme* 6 February 2012 Announcement of the results of the Foresight 5 Scheme 6 February 2012 Cancellation of the Foresight 5 Shares’ listing 8.00 a.m. on 6 March 2012 (*see the timetable for the Company with regard to admission, CREST accounts being credited and certificates being dispatched.) 9
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 3 and 4: SUMMARY This summary should be read
Page 5 and 6: Summary Investment Objective and In
Page 7: RISK FACTORS Shareholders and prosp
Page 11 and 12: Directors Philip Henry Stephens (Ch
Page 13 and 14: ‘‘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 and 66:
the Company is to be dealt with as
Page 67 and 68:
4.8 The Directors are currently or
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
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RF65245 Printed by Royle Financial
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FORESIGHT 4 VCT PLC - Foresight Group

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