FORESIGHT INVESTMENTS PCC LIMITED - Foresight Group

FORESIGHT INVESTMENTS PCC LIMITED 

A PROTECTED CELL INVESTMENT COMPANY REGISTERED wITH LIMITED 

LIAbILITY IN GUERNSEY wITH REGISTRATION NUMbER 53301 

FORESIGHT ENVIRONMENTAL CELL 

CELL PARTICULARS AND APPLICATION FORM 

MAY 2011

IMPORTANT NOTICE 

If you are in any doubt about the contents of this document 

you should consult your stockbroker, bank manager, solicitor, 

accountant, legal or professional adviser or other financial adviser. 

The directors of the Company have taken all reasonable care 

to ensure that the facts stated in this document are true and 

accurate in all material respects, and that there are no other facts 

the omission of which would make misleading any statement in 

this document, whether of facts or of opinion. All the directors 

accept responsibility accordingly. 

No broker, dealer or other person has been authorised by the 

Company or by any of its agents to issue any advertisement or to 

give any information or to make any representations in connection 

with the offering or sale of Participating Shares other than those 

contained in these Cell Particulars and, if issued, given or made, 

such advertisement, information or representations must not be 

relied upon as having been authorised by the Company or any of 

its agents. Statements made in these Cell Particulars are based on 

the law and practice in force at the date hereof and are subject to 

changes therein. Neither the delivery of these Cell Particulars nor 

the issue of Participating Shares shall, under any circumstances, 

imply that there has been no change in the circumstances 

affecting any of the matters contained in these Cell Particulars 

since the date of these Cell Particulars. 

These Cell Particulars do not constitute, and may not be used 

for the purposes of, an offer or solicitation to anyone in any 

jurisdiction in which such offer or solicitation is not authorised 

or to any person to whom it is unlawful to make such offer or 

solicitation. The distribution of these Cell Particulars and the 

offering of Participating Shares in certain jurisdictions may be 

restricted and accordingly persons into whose possession such 

documents come are required to inform themselves about and to 

observe such restrictions. 

None of the Participating Shares has been or will be registered 

under the 1933 Act, and, except as described herein, none of the 

Participating Shares may be offered or sold, directly or indirectly, 

in the United States of America, its territories or possessions or 

any area subject to its jurisdiction including the Commonwealth 

of Puerto Rico (the ‘United States’) or to any resident thereof 

(including any corporation, partnership or other entity created or 

organised in or under the laws of the United States or any political 

subdivision thereof) or any estate or trust that is subject to United 

States federal income taxation regardless of the source of its 

income. In addition, the Company and the Cell have not been and 

will not be registered under the 1940 Act and neither the Fund 

Manager nor the Investment Manager has been registered under 

the 1940 Act. 

The Company is a registered closed-ended investment scheme 

registered pursuant to the Protection of Investors (bailiwick of 

Guernsey) Law, 1987, as amended and the Registered Collective 

Investment Scheme Rules 2008 issued by the Guernsey Financial 

Services Commission (the “Commission”). The Commission, in 

granting registration, has not reviewed this document but has 

relied upon specific warranties provided by JTC Fund Services 

(Guernsey) Limited, the Company’s designated manager. Neither 

the Guernsey Financial Services Commission nor the States of 

Guernsey Policy Council take any responsibility for the financial 

soundness of the Company or for the correctness of any of the 

statements made or opinions expressed with regard to it. It should 

be remembered that the price of securities and the income (as 

appropriate) from them can go down as well as up. 

A registered collective investment scheme is not permitted to be 

directly offered to the public in Guernsey but may be offered to 

regulated entities in Guernsey or offered to the public by entities 

appropriately licensed under the Protection of Investors (bailiwick 

of Guernsey) Law, 1987, as amended. 

The Company does not constitute a “collective investment 

scheme” for the purposes of UK law and can therefore be 

promoted in the UK in accordance with section 21 of the Financial 

Services and Markets Act 2000 (“FSMA”). The content of this 

document has been approved by Foresight Group LLP, an 

authorised person within the meaning of FSMA for the purposes 

of section 21 of FSMA, and this document and the Scheme 

Particulars constitute a financial promotion. The rules for the 

protection of retail clients made under the Financial Services 

and Markets Act 2000 (“FSMA”) do not apply to investors in the 

Company and compensation under the UK Investor Compensation 

Scheme will not be available. This document does not constitute 

a prospectus as defined in the Prospectus Regulations 2005 (the 

“Regulations”) and has not been prepared in accordance with the 

requirements of the Regulations. 

The Directors intend to apply for the Participating Shares to be 

listed on the Official List of the Channel Islands Stock Exchange. In 

any event, there is no active secondary market in the Participating 

Shares and the Directors do not anticipate that such a market 

will develop. Neither the admission of the Participating Shares 

(if it occurs) to the Official List of the Channel Islands Stock 

Exchange nor the approval of these Cell Particulars pursuant to 

the listing requirements of the Channel Islands Stock Exchange 

will constitute a warranty or representation by the Channel Islands 

Stock Exchange as to the competence of the service providers to, 

or any other party connected with, the Company, the adequacy 

of information contained in these Cell Particulars or the suitability 

of the Company for investment purposes. where a listing 

application is made, these Cell Particulars, as may be modified, 

and any related supplemental Cell Particulars will constitute the 

listing document for the Company and include particulars given 

in compliance with the listing rules of the Channel Islands Stock 

Exchange for the purpose of giving information with regard to the 

Company. 

An investment in any Cell of the Company should be regarded as 

a long-term investment. The value of Participating Shares may 

fall as well as rise. There can be no guarantee that the investment 

objective of the Cell will be achieved and investors may not get 

back the amount originally invested. Investors are referred to the 

section headed “RISK FACTORS” in the Scheme Particulars. 

Distribution of the Scheme Particulars which accompany these 

Cell Particulars is not authorised in any jurisdiction after the 

date of publication of the Company’s first report and financial 

statements unless they are accompanied by the Company’s most 

recent annual report and financial statements or, if more recent, 

its interim report and financial statements. 

Prospective investors should not treat the contents of these 

Cell Particulars as advice relating to legal, taxation, investment, 

exchange control or any other matters and are recommended 

to consult their own professional advisers concerning the 

consequences of their acquiring, holding or disposing of 

Participating Shares.

CONTENTS 

PART I - FORESIGHT ENVIRONMENTAL CELL 4 

Introduction 4 

Foresight Environmental Fund LP 4 

Investment policy 6 

Distributions 6 

Listing 6 

Transfer of Participating Shares 6 

Subscriptions under the First Offer 6 

Subscriptions under the Second Offer 6 

Minimum aggregate subscription and allotment and issue of Participating Shares 7 

Classes of Participating Shares 7 

Borrowing 7 

Conflicts of interest 7 

Investment Manager 7 

Investment Advisor 7 

Administrator 7 

Calculation of Net Asset Value 7 

Reports and financial statements 7 

Register 8 

Fees and expenses applicable to the Cell 8 

Initial commission 8 

Additional Participating Shares 8 

Trail commission 8 

Fees and expenses of Foresight Environmental Fund LP 9 

PART II – FORESIGHT ENVIRONMENTAL FUND LP 10 

PART III – TAXATION 20 

PART IV – RISK FACTORS 22 

PART V – DEFINITIONS 26 

APPLICATION FORM 30 

These Cell Particulars should be read and construed in conjunction with the Scheme Particulars. This document is deemed to 

be incorporated in and to form part of the Scheme Particulars and may not be distributed unless it is accompanied by them 

and any other documentation as the Scheme Particulars may prescribe. 

The Directors accept responsibility for the information contained in these Cell Particulars. To the best of the knowledge and 

belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in these 

Cell Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. 

Page

04 

PART I - FORESIGHT ENVIRONMENTAL CELL 

INTRODuCTION 

Foresight Environmental Cell (the “Cell”) 

is a cell of Foresight Investments PCC 

Limited (the “Company”), a closed-ended 

protected cell investment company 

registered with limited liability in Guernsey 

on 4 April 2011 and authorised by the 

Guernsey Financial Services Commission 

as a registered closed-ended fund. 

The investment objective of the Cell 

is to provide investors with access to 

Foresight Environmental Fund LP (the 

“Fund”), an English limited partnership 

managed by Foresight Group LLP (the 

“Fund Manager”). The Fund is primarily 

for institutional investors and would not 

normally be readily accessible to private 

investors. The Cell has been established to 

allow private investors to participate in the 

Fund alongside major institutions such as 

the European Investment bank, which has 

already committed £35 million to the Fund 

on behalf of the London Green Fund. 

Foresight INVESTMENTS PCC LIMITED 

FORESIGHT ENVIRONMENTAL FUND LP 

Market shift creates demand for investment 

The UK waste sector is in a phase of transformation, as 

recycling and renewable energy generation displace the 

traditional dependence on landfill. Foresight believes 

that the rapidly rising cost of landfill and the premium 

value of renewable energy is likely to support exciting 

returns on investment in new waste-fuelled power stations 

and recycling infrastructure. The Fund seeks to exploit 

this opportunity by providing development capital to 

companies that are positioned to lead the market and 

which, in Foresight’s opinion, are likely to command 

premium valuations as the market consolidates. 

The Fund will focus its investment in Greater London, 

where demand for investment is particularly strong. 

London recycles less of its municipal waste than any other 

English region and there is strong political support for the 

roll-out of new waste infrastructure. The cancellation in 

2010 of PFI credits worth £1.5 billion is expected to boost 

demand for alternative forms of finance, which the Fund is 

well positioned to meet. 

Investment strategy focused on value creation 

The Fund will invest in companies leading the growth of 

local-scale recycling and renewable energy generation 

from waste. Target companies will have access to proven 

technology, consented sites and reliable waste streams, 

helping them to build facilities on time and on budget and 

to deliver long-term sustainable cashflows. 

The Fund intends to position its investee companies as 

attractive acquisition targets for major players in waste 

management and energy generation, with the objective 

of achieving premium value through trade sales after 3-5 

years. The Fund objective is a 20%-30% compound annual 

net return to investors. Cell Investors should note that 

forecasts are not reliable indicators of future performance 

and there is no guarantee that such targets or projections 

will be achieved.

Demonstrable pipeline of potential investments 

Foresight’s total investment pipeline at the start of 2011 

represented an aggregate investment opportunity of 

£500 million. It includes opportunities in each of four key 

market segments: 

n Food waste for energy and agriculture 

n waste plastics for food-packaging and construction 

n wood waste for energy and animal bedding 

n Residual waste sorting and energy generation 

Foresight has direct relationships with key management 

and sponsor partners of 9 potential investees, representing 

£200 million of the aggregate investment pipeline. 

Foresight believes that these relationships should provide 

strong early momentum in the delivery of the Fund’s 

investment programme. 

An experienced and reliable manager 

Foresight has been investing in unquoted opportunities 

for more than 20 years and has a track record of creating 

shareholder value through active management. The firm has 

funds under management of over £200 million and delivered 

a net return to investors of 4 times total commitments in its 

first institutional fund. 

Foresight’s investment team combines senior-level experience 

in operational management with proven expertise in structuring 

and managing unquoted investments. Team members have been 

directly involved in financing, building and managing comparable 

processing facilities in the chemicals and waste sectors, and 

managing more than 60 unquoted investments. Foresight will 

work intensively with the executive management team of each 

investee company in order to drive value creation, control risk and 

deliver profitable exits. 

Aligned with sustainability principles 

The Fund will seek to support businesses that are sustainable, 

both from an economic and an environmental viewpoint. 

Environmental sustainability is important not only for ethical 

reasons, but also because it appears likely that legislators at the 

EU and national levels will continue to pursue the environmental 

agenda, with the result that business models which do not 

meet sustainability criteria may be subject to increasing costs 

or regulatory hurdles. The Fund is aligned with sustainable 

investing principles, particularly in the areas of energy supply 

security, replacement of fossil fuels with renewable energy 

and diversion of waste from landfill to more valuable uses. The 

Fund’s investment programme will also create local employment, 

and will be managed with proper consideration of other 

sustainability indicators such as emissions and the quality of the 

local environment. Foresight believes that its focus on localscale 

facilities positions the Fund as an attractive opportunity 

for investors interested in promoting more environmentally 

sustainable use of resources. 

For further details of Foresight Environmental Fund LP, see Part II 

commencing on page 8. 

There is no intention to materially change the investment 

objectives of the Cell other than in exceptional circumstances 

and in any event not without the approval of a majority of 

Cell Investors. 

THE ObJECTIVE OF THE FUND IS TO REALISE SIGNIFICANT CAPITAL GAINS bY 

EXPLOITING THE TRANSFORMATION OF THE wASTE INDUSTRY AwAY FROM 

LANDFILL AND TOwARDS RECYCLING AND ENERGY GENERATION. 

Foresight INVESTMENTS PCC LIMITED 05

06 


INVESTMENT POLICY 

The Cell will commit substantially all of its capital (net of fees 

and expenses) to the Fund and will become a limited partner in 

the Fund. Any assets of the Cell not invested in the Fund or used 

to pay fees and expenses, and any monies raised by the Cell that 

are yet to be drawn down by the Fund, will be invested in cash or 

near-cash investments. 

The Fund has been established to invest in unquoted 

companies engaged in the development, construction and 

operation of facilities for the treatment or recycling of waste, 

the manufacture of products from recycled materials, and 

the generation of renewable energy from waste, focusing on 

investment to support construction of such facilities in Greater 

London. The market opportunity and investment rationale are 

more fully explained in Part II of this document. 

DISTRIbUTIONS 

The Cell will distribute net income, gains and capital by 

means of dividends, share redemptions or otherwise as 

the Directors may determine, subject in each case to 

retention of sufficient funds to meet the Cell’s obligations 

to the Fund and to pay foreseeable costs and liabilities. 

where the Participating Shares are listed on the CISX, any 

dividend declared on the Participating Shares will be paid 

in compliance with any applicable laws and Channel Islands 

Stock Exchange requirements. 


LISTING 

It is the intention of the Directors to seek a listing for 

the Participating Shares on the Channel Islands Stock 

Exchange (“CISX”) as soon as practicable. There is no 

guarantee that such a listing will occur. There is no 

active secondary market in the Participating Shares and 

notwithstanding any listing the Directors do not anticipate 

that such a market is likely to develop. 

TRANSFER OF PARTICIPATING SHARES 

The Participating Shares are freely transferable, although 

the Directors have discretion to refuse to register a 

transfer of Participating Shares in certain circumstances 

under the provisions of the Articles. The Directors will not 

exercise such discretion unreasonably. 

based on interpretations of the 1940 Act by the staff of 

the United States Securities and Exchange Commission 

relating to foreign investment entities, if the Company has 

more than 100 beneficial owners of its Participating Shares 

who are US Persons, it may become subject to the 1940 

Act. The Company will not be registered under the 1940 

Act and the Directors will not knowingly permit US Persons 

to be shareholders. 

ThIS DOCuMENT SETS OuT TwO OFFERS, ThE FIRST OFFER AND ThE SECOND OFFER. ThE OFFER 

PRICE AND ThE CLOSINg DATE IS ThE SAME FOR BOTh OFFERS. ThE SIgNIFICANT DIFFERENCE 

BETwEEN ThE TwO OFFERS IS ThE MINIMuM SuBSCRIPTION AMOuNT, AS DESCRIBED BELOw. 

SUbSCRIPTIONS UNDER THE FIRST OFFER 

During the First Offer Application Period up to 2,176,000 Participating Shares will be offered at £1.00 per 

Participating Share. Investors may apply for any whole number of Participating Shares under the First Offer, 

subject to the minimum subscription of £10,000. All subscriptions over £43,500 will be deemed to be made under 

the Second Offer. 

SUbSCRIPTIONS UNDER THE SECOND OFFER 

During the Second Offer Application Period an unlimited number of Participating Shares will be offered at £1.00 

per Participating Share. Investors may apply for any whole number of Participating Shares under the Second Offer, 

subject to the minimum subscription of £43,500. The minimum subscription is reduced to £10,000 if: 

n the application is made by one of up to 99 persons to whom the Second Offer was specifically made or directed 

by Foresight with a statement to that effect clearly affixed to the Application Form; or 

n the application is made by a Qualified Investor on its own behalf or on behalf of a person who has engaged the 

Qualified Investor to act as his agent on terms which enable the Qualified Investor to make decisions concerning 

the acceptance of offers of transferable securities on that person’s behalf without reference to that person.

MINIMUM AGGREGATE SUbSCRIPTION 

AND ALLOTMENT AND ISSUE OF 

PARTICIPATING SHARES 

The Directors will not issue any Participating Shares until 

applications for Participating Shares totalling £1 million in 

aggregate have been received under the Offers. If applications 

for Participating Shares to this value are not received, the 

Cell may not proceed and in such case subscription monies 

received will be returned to investors without interest 

(which will instead be applied to meet the costs of the 

Company incurred in relation to the anticipated fund-raising 

at that point). 

The Directors reserve the right to reject any application in 

whole or part or to scale down any application. The Directors 

also reserve the right to allocate applications between the First 

Offer and the Second Offer as they see fit. 

Participating Shares will be allotted and issued on the last 

business Day of the First Offer Application Period or the 

Second Offer Application Period (as relevant) or otherwise 

at the discretion of the Directors. Any interest earned on 

application monies held by the Company pending allotment of 

Participating Shares will be added to the assets of the Cell. 

A contract note will be sent by post to each Cell Investor, 

providing details of the allotment of Participating Shares, 

within 14 days of that allotment. 

CLASSES OF PARTICIPATING SHARES 

It is intended that there will be one class of 

Participating Share. 

bORROwING 

The Directors may exercise the powers of the Company relating 

to the Cell to borrow, but they intend to restrict the borrowing 

of the Cell so as to ensure that no sum will be borrowed other 

than for working capital purposes. borrowing will not be used 

by the Cell to generate leverage, nor will the Cell engage in 

derivative transactions or other transactions with a similar 

effect. borrowing transactions will only be carried out on the 

basis that recourse may only be had against the assets of the 

Cell. The Cell will not participate in any hedging activities. 

CONFLICTS OF INTEREST 

The Investment Manager or its affiliates may provide 

investment advisory and management services to other 

clients in addition to the Cell. The Directors and the Investment 

Manager will endeavour to ensure that any conflict which does 

arise is resolved fairly. 

Further details of potential conflicts of interest are 

set out in the “Risk Factors” section, as well as in the 

Scheme Particulars. 

INVESTMENT MANAGER 

The Company has appointed Foresight Group CI Limited to act 

as Investment Manager to the Cell. The Investment Manager 

will manage the assets of the Cell with a view to achieving its 

investment objectives. 

INVESTMENT ADVISOR 

The Investment Manager has appointed Foresight Group LLP 

to act as Investment Advisor to the Investment Manager. The 

Investment Advisor provides investment advice and has no 

discretionary powers. 

ADMINISTRATOR 

JTC Fund Services (Guernsey) Limited has been appointed as 

Administrator of the Cell. 

CALCULATION OF NET ASSET VALUE 

The Administrator will calculate the Net Asset Value using 

valuations provided by the Fund Manager. Valuations will 

normally be updated on a six-monthly basis. 

where Participating Shares are listed on the CISX, the updated 

Net Asset Value of the Cell and of each Participating Share will 

be notified immediately by the Administrator to the CISX and 

the Administrator will give CISX notice of any suspension of 

valuation without delay and all reasonable steps will be taken 

to bring such a suspension to an end as quickly 

as possible. 

REPORTS AND FINANCIAL STATEMENTS 

An annual report, including the Net Asset Value per 

Participating Share and the audited financial statements of 

the Cell, will be sent to Cell Investors and, where Participating 

Shares are listed on the CISX, to the CISX, at least 21 days 

before the annual general meeting and in any event within six 

months of the financial year end, whichever is the earlier. 

A half-yearly report, including the Net Asset Value per 

Participating Share and the unaudited accounts of the Cell, 

will be sent to Cell Investors and (where Participating Shares 

are listed on the CISX) to the CISX within four months of the 

end of the relevant period. 

The first interim accounts will be for the period ending 31 March 

2012 and the first audited financial statements will 

be for the period ending 30 September 2012. Accounts 

will be reported in UK GAAP unless otherwise decided by 

the Directors. 

Annual and half-yearly reports and the latest Net Asset Value 

will be published at www.foresightgroup.eu or any other such 

website as may be maintained or nominated by the Investment 

Manager from time to time. Reports will be sent to Cell 

Investors in electronic form unless otherwise requested. 


08 


REGISTER 

All Participating Shares will be issued in registered form and 

the register will be conclusive evidence of ownership. The 

register may be inspected at the office of the Administrator 

during usual office hours. Any change to a Cell Investor’s 

personal details must be notified immediately to the 

Administrator in writing. 

FEES AND EXPENSES APPLICAbLE TO 

THE CELL 

The Investment Manager will not receive a management 

fee from the Cell or from the Company. The Investment 

Manager will be remunerated by the Fund Manager and 

its Associates. 

The Cell will pay Foresight an initial charge equal to 

5.5% of the total amount subscribed for Participating 

Shares (the “Initial Charge”) and an amount in respect 

of trail commission as described below. Foresight will be 

responsible for all costs and expenses associated with the 

offering of Participating Shares, including costs incurred in 

connection with the preparation of these Cell Particulars, 

regulatory submissions, registration fees, document duty, 

professional fees and expenses, initial commission and 

trail commission. 

The Cell is responsible for 

(i) operational costs incurred in connection with running 

the Cell, including the Administrator’s fee of £12,000 

per annum (subject to annual review) and the 

Administrator’s reasonable out of pocket expenses 

incurred in the administration of the Cell; 

(ii) any Interest Charge payable to the Fund; 

(iii) any CISX initial and annual listing fees; 

(iv) any other operating costs or other liabilities of the 

Company which are, in the opinion of the Directors, 

attributable to the Cell; and 

(v) the Cell’s pro rata share of the general operating costs 

and liabilities of the Company (as further described in 

the section of the Scheme Particulars headed “Other 

Operating Expenses”) based on the Net Asset Value 

of the Cell as a percentage of the Net Asset Value of 

the Company; 

If the expenses detailed at (i) to (v) above exceed 1% 

per annum of total subscriptions over the life of the Cell, 

the Investment Manager will be liable to pay such excess to 

the Cell. 

The fees of the Investment Advisor will be borne by the 

Investment Manager. 


INITIAL COMMISSION 

Authorised financial intermediaries who, acting on behalf 

of their clients, return valid Application Forms bearing their 

stamp and FSA number will normally be paid commission (the 

“Initial Commission”) at 3% on the amount subscribed for the 

Participating Shares allocated for each such Application Form. 

The Initial Commission will be paid by Foresight out of the 

Initial Charge. 

ADDITIONAL PARTICIPATING SHARES 

Financial intermediaries may agree to waive Initial Commission 

in respect of an application. where Initial Commission is 

waived, the relevant Cell Investor will be allotted a total number 

of Participating Shares equal to: (i) those applied for plus 

(ii) a number of additional Participating Shares equal to the 

amount of Initial Commission waived divided by £1. Additional 

Participating Shares will not themselves be subject to payment 

of Initial Commission. 

TRAIL COMMISSION 

Authorised financial intermediaries who, acting on behalf of 

their clients, return valid Application Forms bearing their stamp 

and FSA number, will be paid an annual trail commission of 

0.5% of the net asset base value of their clients’ Participating 

Shares, provided they continue to act for the client and the 

client continues to hold such Participating Shares. For this 

purpose, “net asset base value” means the Net Asset Value 

per Participating Share as shown in the audited financial 

statements of the Cell as at the end of the preceding financial 

year (and, until audited financial statements are first published, 

“net asset base value” means 94.5p). The annual trail 

commission will be charged as a fee payable by the Cell to the 

Investment Manager, and the Investment Manager will settle 

such commissions with relevant intermediaries through its 

associate, Foresight Fund Managers Limited. 

It is expected that annual trail commission will be paid one 

month after publication of the annual report of the Company in 

each year. The Cell will be entitled to rely on a notification from 

a Cell Investor that it has changed its adviser, in which case the 

trail commission will cease to be payable to the original adviser 

and will be payable to the new adviser if one is appointed. 

No payment of trail commission will be made to the extent 

that the cumulative trail commission would exceed 3% of the 

subscription price of the relevant Participating Shares or in 

respect of any period commencing after the sixth anniversary 

of the closing date of the First Offer or of the Second Offer 

(whichever is later). Financial intermediaries should keep a 

record of Application Forms submitted bearing their stamp to 

substantiate any claim for commission.

FEES AND EXPENSES OF FORESIGHT 

ENVIRONMENTAL FUND LP 

The Cell will be a limited partner in the Fund and as such will 

bear its share of the fees and expenses of the Fund. The Fund 

will pay to the Fund Manager a management fee of 2% of 

Total Commitments during the Investment Period, reducing 

thereafter to 2% of Total Commitments less the acquisition 

cost of Investments fully distributed or written off. This 

management fee will be reduced by 80% of the value (net of 

tax) of any fees received and retained by the Fund Manager 

and its Associates that are agreed upon at the time of and 

directly referable to the making of an Investment by the Fund. 

The Fund Manager is entitled to a performance incentive of 

20% of net profits, which is only payable after the Cell has 

achieved a compound annual return of 8% on its investment 

in the Fund. 

The Fund will pay its own establishment costs and operating 

expenses such as legal, audit, printing, administration, banking, 

custody, taxation and other running costs of the Fund, and 

third-party costs associated with uncompleted transactions. 

The Fund Manager and its Associates will bear their own 

administrative costs and overhead expenses of managing the 

Fund and originating and monitoring Investments and will not 

be entitled to recover these from the Fund. 


10 

PART II - FORESIGHT ENVIRONMENTAL FUND LP 

MARKET OPPORTUNITY 

Foresight has identified four key market segments which offer attractive opportunities for 

investment. The opportunity in each segment is described below. 

Sector 1: Food waste for energy and agriculture 

London produces 2.6 million tonnes of organic waste 

annually, which if processed by a mix of anaerobic digestion 

and in-vessel composting could, in Foresight’s view, 

generate revenues of around £150 million each year on a 

capital investment of around £280 million. In 2008/9 less 

than 1% of London’s municipal solid waste was treated 

using anaerobic digestion, and only 25% was recycled 

or composted. Foresight believes that both anaerobic 

digestion and advanced thermal aerobic digestion have a 

role to play in improving this performance. The investment 

pipeline includes companies involved in both anaerobic 

digestion and fertilizer production through advanced 

thermal aerobic digestion. 

Segregated collection of food waste has begun in ten 

boroughs, and a further seven collect food and green 

waste together. To achieve the targets set by the 

Mayor’s Draft waste Management Strategy of 60% 

recycling or composting, source segregated collections 

will have to be significantly increased. The commercial and 

retail sector has also started to separate food waste, but 

with few facilities capable of handling this material in the 

Greater London area, change is needed to reduce waste 

road miles. There is thus a clear and growing demand for 

new facilities capable of maximizing the value of London’s 

waste food resource. 

Sector 2: Plastics for food-packaging 

and construction 

An estimated 278,000 tonnes of plastic enters the London 

municipal waste stream each year, most of which has 

traditionally been sent to landfill. Many forms of plastic are 

of high-value and are readily recyclable, and Foresight has 

direct experience of successful economic approaches to the 

sector through companies such as Closed Loop Recycling, 

2K Manufacturing and i-Plas. Through wider adoption 

of these approaches, Foresight estimates that annual 

revenues of over £200 million could be generated on 

capital investment of around £380 million. There has been 

significant progress on capturing plastics from municipal 

waste, with all the London boroughs providing kerbside 

collection for plastics, along with other dry recyclables 

such as paper and mixed cans. As household participation 

rates increase and collections from retail and commercial 

properties gain momentum, there is a need for new 

capacity to refine or re-mould plastics in London. 


Sector 3: wood waste for biomass fuel and 

animal bedding 

Approximately 800,000 tonnes of wood waste enters the 

London waste stream each year, much of which is currently 

sent to landfill or exported. Foresight believes that the 

clean fraction of this waste can be cost–effectively refined 

and pelletised for use as animal bedding or biomass fuel. 

The remainder should be used to generate renewable 

heat and electricity directly through gasification or other 

technologies. Foresight estimates that managing London’s 

wood waste by this combination of processes could create 

annual revenues of over £70 million at a capital cost of 

around £240 million. 

From its direct experience of both recycling waste wood 

and generating energy from it, Foresight believes that 

a differentiated, local-scale approach to waste wood is 

important. Sorting and pelletising can capture more value 

from the clean fractions of this waste stream than thermal 

treatment. For the lower-grade fractions, thermal facilities 

sized to local power needs are more acceptable to local 

populations and minimize transport impacts. 

Sector 4: Residual waste sorting and 

energy generation 

Residual waste arising in London totals approximately 1.9 

million tonnes annually, excluding wastes such as food, 

wood and plastic bottles and the present tonnage of 

municipal waste being used in waste–to–energy plants. 

Foresight estimates that annual revenues of over £110 

million could be created by investment of around £270 

million in a combination of facilities to sort the waste for 

further re-processing, to produce solid recovered fuel and 

to generate energy directly in combined heat and power 

plants. Residual waste is potentially a rich source of biomass 

as a sustainable local fuel source. The key is investment in 

the right level of refining technology to make this biomass 

suitable for dedicated biomass power plants. In addition 

there continues to be a requirement for further processing 

capacity for a wider range of recyclable materials, such 

as plastics and textiles, as well as the more common cans, 

paper and glass.

INVESTMENT SELECTION 

Deal origination 

Foresight originates investment opportunities by engaging 

directly with entrepreneurs, owners of waste feedstocks, potential 

customers for power and recycled materials, and a network of 

other contacts. Foresight believes that its relationships with these 

individuals and organisations can provide privileged access to 

investment opportunities. They can also provide contacts and 

insight to enable Foresight to more swiftly and accurately assess 

the quality of each investment opportunity and deliver project 

execution whilst minimising risk. 

The Fund will provide development capital to support the 

construction and operation of recycling and energy from waste 

facilities in Greater London. Selection of investments for the 

Fund will be based on assessment against the key parameters 

shown below: 

Highest value for materials 

Facilities should seek to maximise the embedded value of 

materials through recycling. In energy generation, projects using 

combined heat and power can maximise the energy value of 

waste materials. burning of unsorted waste is not consistent with 

achieving maximum value and will not be supported by the Fund. 

Facilities will by preference serve large or growing markets, 

where demand for recycled materials or renewable energy is 

unmet. Recycled plastic for food-grade packaging is an example 

of such a market, where Foresight has direct operational and 

investment experience. 

Sustainability 

Environmental sustainability is a key driver of long-term economic 

value and therefore of returns. Facilities must contribute to the 

reduction of CO 2 emissions, diversion of waste from landfill and 

creation of local employment. 

Feedstock security 

waste infrastructure projects can be attractive investments 

without the benefit of municipal contracts, provided an effective 

private sector contracting strategy is in place. Foresight has 

negotiated directly with waste managers and believes that joint 

venturing with established waste management organisations to 

support merchant facilities is a viable alternative to seeking longterm 

municipal contracts. 

INVESTMENTS SELECTED FOR THE FUND wILL HAVE THE POTENTIAL 

TO DELIVER COMPOUND ANNUAL RETURNS OF OVER 20%. 

Sized to local needs 

The Fund will prioritise projects whose capacity matches local 

waste arisings, typically treating 20,000-100,000 tonnes 

annually. At this scale, projects are more acceptable to local 

communities, benefit from low transport costs and can achieve 

feedstock security by becoming embedded within the local 

waste management network. Viable options for using heat are 

also more readily available at this local scale, increasing the 

potential for a more decentralized energy system. 

Reliable, advanced technology 

The Fund will prioritise investment in facilities using advanced 

technology that is commercially proven. The Fund may also 

support projects where advanced technologies still need tuning 

to UK-specific waste characteristics. Foresight has hands-on 

experience of advanced technologies including gasification, 

and has access to a network of consultants and contractors 

qualified to advise on specific processes. 

Ready for construction 

In order to avoid planning risk, the Fund will invest primarily to 

support projects for which planning consent has been granted 

and which, with the support of the Fund’s participation, are 

certain to reach financial close. Projects in the development 

phase may also be considered in some cases. 

Credible counterparties 

Projects will typically involve key partners for waste supply, 

process engineering and product offtake, whose reputation 

and financial standing can influence success. The capability 

and commitment of executive management and co-investors 

may also affect outcomes. with long experience in the waste 

industry and in private equity, Foresight’s team is well-equipped 

to assess these parties and to build successful relationships. 

Value creation opportunity 

Each investment must offer financial returns consistent with 

the overall Fund objectives. Returns are driven not only by 

project success, but also by the terms on which the Fund 

invests and, at the appropriate time, realises its investment. 

A robust exit strategy is therefore a vital part of the investment 

decision. Having realised more than 50 investments over 25 

years, Foresight is well placed to assess and deliver exits that 

maximise value for the Fund. 


12 

PART II - FORESIGHT ENVIRONMENTAL FUND LLP 

FUND MANAGER 

Background 

Foresight Group LLP (the “Fund Manager”) is a UK limited 

liability partnership owned by its investment partners. 

Founded in 1984, the firm has successfully invested 

in unquoted companies in the UK, continental Europe 

and the United States and has realised more than 50 

investments, achieving an average multiple of 4.7 times 

investment cost. It currently manages over £300 million. 

Foresight began investing in the target sectors in 2007 

and has invested over £60 million in 10 companies. This 

experience has enabled Foresight to build its profile as 

a leading investor and credible financing partner for 

entrepreneurs and companies in this market. It has also 

allowed the firm to create a team with a unique range 

of investment and operational management skills and 

experience. 

Foresight has 34 staff based in offices in the UK, Italy and 

Spain, including 19 investment professionals across three 

teams. Foresight’s other investment focus areas are solar 

power projects, smaller buyouts in the UK and secondary 

portfolio management. 

Foresight’s finance and investor support teams 

have the experience and resources to provide a high 

quality of service to investors in the Fund. Eleven 

staff are responsible for fund administration, investor 

communications, compliance and financial management. 

Their experience includes administration of complex 

listed funds and communicating with a wide base 

of investors. 

Track record 

Foresight has demonstrated the ability to select and 

negotiate attractive investments in unquoted growth 

companies, and to realise value for investors. The firm’s 

first institutional fund raised £20 million, made 28 

investments and returned £80 million to investors. 

The average holding period for investments was around 

five years. 

Foresight’s second fund was raised by establishing an 

investment company, listed on the London Stock Exchange, 

under the venture capital trust regulations. This fund 

achieved a higher total return than any other venture 

capital trust, outperforming more than 30 other managers 

of venture capital trusts in a sector that has raised more 

than £2.5 billion over more than 10 years. 

Foresight has demonstrated the versatility of its 

investment expertise through successful management of 

two secondary portfolios. In 2004 the firm assumed the 

management of two funds, and delivered portfolio returns 

on the original assets of 53% and 55% respectively 

between 2004 and 2008. 


Key strengths of Foresight’s investment team 

Foresight believes that the range and depth of experience of 

its investment team is a critical success factor for the Fund and 

differentiates Foresight from other investment managers active in 

the target sector. This experience covers six key areas of particular 

relevance to the Fund: 

(i) Market knowledge 

Team members have an aggregate 35 years’ experience of the 

target markets. This enables Foresight to identify optimal market 

strategies and understand the way in which markets may evolve 

and the positioning and strategies of competitors. 

Foresight also has extensive experience of partnering and a 

network of contacts among potential partners. This may enable 

investee companies to gain advantage through partnering with 

organisations that have strong positions or strategic interests in 

the target sectors. 

(ii) Engineering procurement and operations management 

Team members have an aggregate 27 years of relevant experience 

in selection, procurement and operation of process infrastructure. 

Team members have procured and operated processes of the 

sort to be applied by the Fund, including energy recovery from 

waste, waste sorting, and manufacture of fuel from waste. This 

experience enables Foresight to identify areas of risk within 

investee company procurement plans and to recommend 

mitigation steps. 

(iii) Understanding planning and permitting regimes 

Obtaining planning consents is a key challenge for operators 

intending to establish recycling and renewable energy facilities. 

Through its experience of planning, extended by relationships with 

independent professionals, Foresight aims to control the costs and 

risk of the planning process. Team members have an aggregate of 

six years of experience in managing planning processes. 

(iv) Financing of projects and companies with both senior debt 

and equity 

Team members have an aggregate 117 years’ relevant experience, 

both in an advisory capacity as private equity investors and 

bankers and in a principal capacity as executives or non–executive 

directors of such companies. 

(v) Unquoted investment management 

Team members have 78 years of relevant experience gained as 

executives within private equity management firms. Through 

this experience, Foresight has developed expertise and firmlyestablished 

procedures for selecting, managing and realising 

unquoted investments. 

(vi) Team building 

Companies achieving high growth typically require an evolving 

set of skills from their management teams. Team members have 

extensive experience of leading and managing the process of 

management development to ensure that businesses continue to 

be managed effectively through periods of growth and change.

THE FUND STRATEGY wILL bE IMPLEMENTED bY A FOCUSED AND COMMITTED TEAM, COMPRISING 

FIVE PARTNERS AND THREE INVESTMENT MANAGERS. 

Partners and investment committee members 

Matt Taylor (age 47) joined Foresight in May 2000 and was 

appointed as a partner in April 2001. He is responsible for 

investor communications. Matt has 18 years’ experience in 

private equity investment management and three years’ 

experience in European banking. Prior to joining Foresight 

Group, Matt was a senior investment controller within 3i’s 

Midlands and South-west regional investment businesses, 

with responsibilities across investment management and the 

origination of investment opportunities. Over the course of 

nine years with 3i, he was involved in making or managing 

investments in 18 companies. Matt has also worked at IKb 

Deutsche Industriebank AG in Düsseldorf and started his career 

at Morgan Stanley International in London, where he was 

involved in the marketing and execution of M&A transactions 

and in the structuring and marketing of bond and equity issues. 

Andrew Page (age 41) joined Foresight in July 2004 and 

was appointed as a partner in September 2005. Andrew’s 

experience of process engineering has provided seminal 

influence to the development of the Fund strategy. He is 

responsible for guiding the engineering procurement and 

management activities of investee companies. Andrew has 

nine years’ experience in engineering management within the 

chemicals industry, where he was responsible for engineering 

and operations management within business units of Unilever 

and Dow, including maintenance and capital projects for 

chemicals manufacturing facilities. He gained a 1st Class 

honours degree in Mechanical Engineering at the University 

of Nottingham. Prior to joining Foresight, he was involved in 

making, managing or realising investments in 10 companies 

for 3i Group plc. 

Nigel Aitchison (age 42) joined Foresight in 2008 as a partner. 

He is responsible for market opportunity analysis and customer 

and supplier contracting. Prior to joining Foresight, Nigel was 

a board director of both Shanks waste Management Ltd, 

with annual turnover in excess of £130 million and employing 

over 800 people, and Shanks PFI Investments Limited, where 

he was until January 2008 responsible for all operational 

and business development functions related to projects 

financed under the Private Finance Initiative (PFI) for public 

procurement. Nigel has over 18 years’ experience in the waste 

management industry and significant experience of project 

finance. He has successfully completed two major PFI project 

financings for new waste facilities, raised over £150 million 

in bank financing, and held full profit and loss responsibility 

for a business with annual revenues of £45 million and in 

excess of 250 employees. He has also held overall commercial 

responsibility for the deployment of innovative residual 

waste treatment plants at commercial scale. Nigel is a 

Chartered Environmentalist. 

Bernard Fairman (age 60) is the chairman of Foresight and 

is responsible for group business development, strategy and 

administration, as well as having final responsibility for all 

significant investment decisions made on behalf of funds 

managed by Foresight. Over the past 25 years he has led 

Foresight’s development into a business that now manages 

over £300 million with more than 30 staff in the UK, Italy and 

Spain, and in 1997 launched the best ever performing venture 

capital trust. For ten years he was a director of smartcard 

innovator Gemplus, involved in its growth from start-up to over 

US$1 billion annual revenues. 

David Hughes (age 59) joined Foresight in July 2004 as a 

partner and is responsible for private equity and management 

of secondary portfolios. David has 29 years’ experience 

of unquoted investment management, initially with 3i and 

subsequently establishing fund management operations for 

Framlington Investment Management Ltd, baltic plc and bank 

Austria AG, London. David is a Chartered Certified Accountant 

with a 1st class degree in Chemistry from the University 

of bristol. 

Investment managers 

Giles Whitman (age 31) joined Foresight in 2007. He has 

three years’ experience in private equity and five years’ 

experience in financial analysis and due diligence reporting. 

Prior to joining Foresight, he was a member of Ernst & Young’s 

Transaction Advisory Services team performing both corporate 

recovery and financial due diligence work. Giles is a Chartered 

Accountant and an Economics and Economic History graduate 

from bristol University. 

Tom Thorp (age 33) joined Foresight in 2008. Tom has 

two years’ experience in private equity and over five years’ 

experience in financial analysis and due diligence reporting 

with KPMG’s Transaction Services and Restructuring teams 

both in London and Munich. Tom is a Chartered Accountant 

and graduated from Edinburgh University with a degree in 

business Studies and Accountancy. 

James Samworth (age 33) joined Foresight in 2009 

after a 10 year career at steel-maker Corus in operations 

management and leading key commercial accounts. He has 

investment experience within banking and private equity in 

the environmental, natural resources and industrial sectors, 

gained at Deutsche bank, Lyceum Capital Partners and Next 

wave Ventures. James is a first class Cambridge graduate 

with an MbA from London business School. 


14 


INVESTMENT MANAGEMENT 

Due diligence 

Foresight’s approach to due diligence is informed by in-depth 

understanding of the technical and market environment. This 

base of knowledge enables Foresight to focus investigation on 

key areas and to apply the insights gained through due diligence 

to guide strategy. The due diligence process includes research, 

analysis, referencing, site visits and direct contact with all 

key parties. Foresight typically employs external resources to 

supplement its own network and expertise, including lawyers, 

accountants, professional consultants and industry experts. Due 

diligence is focused on assessing and verifying all aspects of the 

opportunity including management capability and track record, 

market and competitive situation, sustainability, and engineering, 

technical, planning, financial and legal issues. 

Portfolio management 

Foresight seeks active involvement in investee companies, 

normally led by a member of Foresight’s investment team 

acting as a non-executive director of the investee company. 

A shareholders’ agreement will generally enable Foresight to 

control key aspects of the investee company’s activity. Foresight 

expects to be central to decision-making in the following areas: 

n recruitment and incentivisation of key management and 

board members 

n definition and review of strategy and its implementation 

n fundraising from banks and other external sources 

n selection and procurement of process capital equipment 

n contracts for supply and off-take 

n mergers, acquisitions and exit 

Exit planning 

Foresight has extensive experience of achieving successful 

exits for investee companies. The relevant Foresight investor 

director is responsible for ensuring that exit planning is 

considered in a timely and professional manner, with regard to 

market cycles, the development stage and growth prospects 

of the investee company, and the requirements of investors. 

The Fund investment committee will regularly review the exit 

programme, providing insight and direction for the investor 

director. Evaluating the exit potential of each investment prior to 

the investment being made will be a key part of the investment 

process. Throughout the life of the investment, Foresight will 

remain active in determining the appropriate time and route to 

exit, always with a view to maximising cash distributions to the 

Fund’s investors. A typical exit strategy will be a sale to a strategic 

buyer or an initial public offering, both areas where Foresight has 

extensive experience. 


GOVERNANCE 

Investment committee 

All decisions of the Fund Manager in relation to the Fund will be 

made by the investment committee. The investment committee 

comprises bernard Fairman (chairman), Matt Taylor, Andrew 

Page, Nigel Aitchison and David Hughes. Foresight intends to 

appoint an additional non-executive member to the investment 

committee, who will add an independent viewpoint to decisionmaking. 

The investment committee is entitled to invite new 

members to join the investment committee when appropriate. 

The investment committee reaches its decisions by majority 

vote on the basis of written submissions prepared by members 

of Foresight’s investment team. All decisions of the investment 

committee will be formally recorded. The minutes of investment 

committee meetings and the initial appraisal and formal approval 

document in relation to each approved investment or disposal 

decision will be available for review by the Advisory Committee as 

soon as practical following the relevant decision or review. 

Advisory Committee 

The Fund will have an Advisory Committee comprising up to five 

representatives of Limited Partners. The Advisory Committee will 

be consulted by Foresight as Fund Manager on general policies, 

any proposed evolution of the investment strategy, any Key Man 

changes and any conflicts of interest. 

Members of the Advisory Committee do not act as agents of 

any Limited Partner and will not take part in the management 

of the Fund’s business. The approval or consent of the Advisory 

Committee permits, but does not commit, the Fund to take 

any action or make or dispose of any investment. Decisions of 

the Advisory Committee will be taken by vote of a majority or 

by written consent. Minutes will be taken of meetings of the 

Advisory Committee and circulated to each member of the 

Advisory Committee and to each Limited Partner. 

Members of the Advisory Committee will be nominated by 

Limited Partners in the Fund and appointed by the Fund Manager. 

No partner, employee or associate of the Fund Manager will be 

appointed to the Advisory Committee. The Fund Manager may 

attend and speak at meetings of the Advisory Committee but will 

not be entitled to vote.

TERMS APPLICAbLE TO FORESIGHT 

ENVIRONMENTAL FUND LP 

The Cell’s investment in the Fund will be subject to the provisions 

of the Partnership Agreement and other legal documents relating 

to the Fund. The following summary of the Fund terms must be 

read subject to such documents. If there is any inconsistency 

between this summary and the Partnership Agreement, the 

provisions of the Partnership Agreement will prevail. 

Legal structure 

The Fund is an English limited partnership. One or more 

additional Parallel Funds may be created to accommodate 

specific investor requirements. The Fund and each Parallel Fund 

will invest pro rata to its share of Total Commitments. 

Investment policy 

The Fund will invest in unquoted companies engaged in the 

development, construction and operation of facilities for the 

treatment or recycling of waste, the manufacture of products 

from recycled materials, and the generation of renewable energy 

from waste. The Fund will invest to support construction of 

facilities in Greater London. 

The Fund will not invest more than 10% of Total Commitments 

(or 15% of Total Commitments with the consent of the Advisory 

Committee) in any single Portfolio Company and will not invest 

more than 25% of Total Commitments in investments linked by a 

common counterparty or stakeholder, in each case except where 

required to safeguard the assets of the Fund. 

The Investment Policy includes certain restrictions based on the 

rules of the European Regional Development Fund, including that: 

n investment in plant and equipment must represent a 

significant part of each investment, 

n investment must be consistent with the London Mayor’s 

waste strategy, 

n the Fund may not invest in incineration, and 

n investments must deliver certain levels of emission 

reduction, landfill diversion and job creation. 

Any variation of the Investment Policy will require approval of 

Fund Investors holding 75% of Total Commitments. 

Currency determinations 

All capital accounts of the Partners will be maintained on a 

pounds sterling basis. 

Term 

The term of the Fund will be ten years from the First Closing Date, 

but may be extended by up to two additional one year periods 

with the consent of the General Partner and a majority in interest 

of the Limited Partners. The Fund may be terminated earlier in 

certain circumstances, such as the bankruptcy or withdrawal of 

the General Partner. 

Closings 

Commitments to the Fund may be accepted at one or more 

closings. Investments made by the Fund between the First Closing 

Date and the Final Closing Date will be held for the benefit of 

all the Partners whether they become Partners at or after the 

First Closing Date. A Fund Investor making a Commitment or 

increasing its Commitment after the First Closing Date will be 

required to pay a cost of money premium to compensate for the 

delay in drawdown calculated at 4% per annum over LIbOR from 

the First Closing Date to the relevant date (an “Interest Charge”). 

The amounts drawn down from Limited Partners will be equalised 

to their pro rata share of Total Commitments by drawdown 

or return of Commitments. Any amounts returned to Limited 

Partners for the purposes of equalisation, excluding any interest, 

may be drawn down again during the Investment Period. 

Drawdown 

Commitments may be drawn down on not less than 10 business 

days’ notice by the Fund Manager, during the period commencing 

on the First Closing Date and ending on 31 December 2015 

(the “Investment Period”) for any purpose of the Fund, and 

thereafter during the term of the Fund for payment of the 

General Partner’s Share and costs of the Fund and for further 

investments in Portfolio businesses not exceeding 10% of Total 

Commitments. Notwithstanding the foregoing, to the extent 

that one or more investors notifies the Fund Manager that it is 

subject to a formal restriction imposed by a Regulatory body 

or Regulatory Requirement which prevents it from advancing 

amounts of its Commitment in certain circumstances after the 

end of the Investment Period, drawdown notices may only be 

issued to such investor up to an amount equal to the aggregate 

of Income Proceeds and Capital Proceeds previously distributed 

to such investor and an amount equal to a proportion of the 

interest received by the Fund in relation to any prepayment 

of such investor’s Commitment. Any amounts due from such 

investor after the end of the Investment Period with respect 

to payments on account of the General Partner’s Share and/or 

fees and expenses of the Fund which are not paid by an investor 

as a result of the foregoing restriction will be set off against 

and reduce future distributions to such investor. An investor 

that has notified the Fund Manager that it is subject to a formal 

restriction in relation to the payment of drawdowns after the 

end of the Investment Period and that is unable to fund its pro 

rata share of a follow-on investment made after the end of the 

Investment Period as a result of the restriction described above 

will be treated as an excused investor with respect to and will not 

participate in such follow-on investment. 

Amounts will be drawn down from each Limited Partner pro 

rata to their respective Commitments, except that if any 

Limited Partner is unable to fund a drawdown as a result of 

the restrictions described above or defaults on drawdown, the 

Fund Manager may draw down an amount equal to the unpaid 

or defaulted amount from the other Limited Partners pro rata 

to their respective Commitments. In no event will a Limited 

Partner be required to contribute any amount in excess of its 

Commitment. Any amount (i) drawn down and returned within 

12 months of drawdown, (ii) drawn down and returned and which 

relates to an investment that does not proceed to completion 

or (iii) representing an equalisation payment following the 

admission of additional investors, may be drawn down again 

during the Investment Period, provided that the aggregate 

amount so recalled from Limited Partners pursuant to (i) above 

shall not exceed 20% of Total Commitments. 

Default on drawdown 

If any Limited Partner fails to comply with a drawdown notice, 

interest will accrue on the resulting unpaid amount from the 

date of default at the greater of 8% per annum and 4% per 

annum above LIbOR. If the unpaid amount, plus interest thereon, 


16 


is not paid within 30 days, the Fund Manager will have the 

right to cause the relevant Limited Partner to forfeit its Capital 

Contribution and 50% of the amount of its loan drawn down 

and not repaid (“Outstanding Loan”), and to cease being a 

Partner for all purposes, retaining only a right, subject to cash 

availability, to repayment of 50% of its Outstanding Loan after 

all other Limited Partners have received full repayment of their 

Outstanding Loans and subject to such deduction of any costs 

and expenses (including taxes) incurred by the General Partner, 

the Fund Manager or the Fund as a result of such Limited 

Partner’s default plus an amount equal to the General Partner’s 

Share that the General Partner would have been entitled to 

receive if such Limited Partner had not defaulted. 

Commitment fees 

The Fund Manager may require some (but not all) Limited 

Partners to pay a commitment fee on their admission to the 

Fund. Any commitment fees will be payable by the relevant 

Limited Partners in addition to and shall not form part of their 

Commitments. Commitment fees will be payable to the Fund 

Manager and may be on-paid by the Fund Manager to such 

third parties and introducers as the Fund Manager shall have 

agreed. Such amounts shall not be applied to reduce the General 

Partner’s Share. No commitment fee will be payable in respect of 

the Cell’s commitment to the Fund. 

Manner and timing of distributions 

Subject to the provisions for re-investment set out below, the 

income of the Fund received in cash, net of Fund costs, will be 

distributed as soon as practicable on a quarterly basis, and 

cash proceeds generated from the realisation of Investments 

generally will be distributed as soon as practicable after receipt 

by the Fund, but in any event within 60 days after such receipt; 

provided that in each case the General Partner may retain 

amounts in the Fund which it deems prudent for reserves to 

meet future costs or liabilities of the Fund or to offset amounts 

against contemporaneous drawdown requirements for costs 

or investment. Distributions in specie may be made of any 

Investment which is quoted or dealt on a recognised stock 

exchange or other appropriate market. 

Priority of distributions 

Distributions will be made in the following order of priority: 

First, to the General Partner in respect of any arrears of the 

General Partner’s Share or to repay any loan advanced to the 

General Partner by the Fund to pay the General Partner’s Share; 

Second, to the Limited Partners until they have received 

distributions equal in value to the sum of the amounts previously 

drawn down from Limited Partners to fund (i) Investments that 

have been either sold or written down (to the extent thereof) 

prior to the date of distribution, and (ii) costs of the Fund, 

including the General Partner’s Share; 

Third, to the Limited Partners until they have received 

distributions equal in value to a preferred return of 8% per 

annum (compounded annually) (the “Preferred Return”) on the 

excess of all amounts drawn down from Limited Partners prior to 

any date of distribution over all amounts distributed to Limited 

Partners prior to or on such date, from the relevant drawdown 

dates to the relevant dates of distribution. Any amounts 

returned to Limited Partners within 45 days of drawdown and 

any interest paid to the Fund by Limited Partners will not be 


included in determining the Preferred Return; 

Fourth, to the Carried Interest Partner until the Carried Interest 

Partner has received (excluding any distributions under Second 

and Third above in respect of the Carried Interest Partner’s 

Commitment), distributions equal to 25% of the amount 

distributed under Third above; and 

Fifth, 80% to the Limited Partners (including the Carried 

Interest Partner in respect of its Commitment) and 20% to the 

Carried Interest Partner. 

Clawback 

After the final distribution of the assets of the Fund, the Carried 

Interest Partner will contribute to the Fund an amount equal 

to the greater of any Preferred Return Deficit and any Carried 

Interest Deficit, in each case as defined below, and this amount 

will be distributed to Limited Partners pro rata to their respective 

drawndown Commitments, provided that in no event will the 

Carried Interest Partner be required to contribute an amount 

in excess of the aggregate Carried Interest received less taxes 

paid in connection with such receipt. “Carried Interest” means all 

distributions received by the Carried Interest Partner excluding 

distributions in relation to its Commitment. 

A “Preferred Return Deficit” is an amount that is equal to any 

excess of the aggregate amounts drawn down from Limited 

Partners plus their Preferred Return through to the date of the 

final distribution over the aggregate amounts distributed to 

Limited Partners. 

A “Carried Interest Deficit” is an amount that is equal to any 

excess of the aggregate carried interest distributions during 

the term of the Fund over 20% of the Fund’s cumulative profit 

during the term of the Fund net of all losses and costs. 

Re-investment 

The Fund may re-invest any proceeds from the realisation of 

an Investment where such proceeds are (i) received by the 

Fund within 12 months of the completion of that Investment 

(ii) represent amounts allocated to the General Partner in 

satisfaction of loans made to the General Partner on account 

of the General Partner’s Share and (iii) proceeds arising from 

short-term investments made by the Fund, subject, in the case 

of sub-paragraphs (i) and (iii), to a maximum of 20% of Total 

Commitments. 

General Partner’s Share 

The General Partner will be entitled to an annual priority 

share of profits equal to 2% of Total Commitments, during the 

Investment Period and thereafter 2% of Total Commitments 

drawn down less the acquisition cost of Investments which (i) 

have been fully distributed in specie or (ii) have been realised 

in full, or (iii) have been written off, less any amounts owed by 

the Fund Manager to the Fund (the “General Partner’s Share”). 

The General Partner is responsible for the Fund Manager’s 

fees which it will satisfy from the General Partner’s Share. The 

General Partner’s Share, or drawings on account thereof, will be 

payable quarterly in advance from the First Closing Date. 

If the Fund’s profits are insufficient for payment of the General 

Partner’s Share, the Fund will advance to the General Partner 

amounts equal to the General Partner’s Share on an interest-free 

basis. The amount so advanced will be repaid from the General 

Partner’s Share but not otherwise.

The General Partner’s Share will be reduced by 80% of the 

value (net of any VAT or similar tax related thereto) of any fees 

received and retained by the General Partner, the Fund Manager 

and their Associates that are agreed upon at the time of and 

directly referable to the making of an Investment by the Fund. 

Costs 

The Fund will bear its establishment costs. The Fund will not 

pay any placement fees. The Fund will bear all other costs, 

such as legal, audit, printing, administration, banking, custody, 

taxation and other running costs of the Fund, and third-party 

costs associated with uncompleted transactions. Fund costs 

incurred on behalf of more than one of the Fund and any Parallel 

Fund will be borne by them in proportion to their share of Total 

Commitments. The General Partner and the Fund Manager will 

bear their own administrative costs and overhead expenses of 

managing the Fund and originating and monitoring Investments 

(“Ordinary Operating Costs”) and will not be entitled to recover 

these from the Fund. 

Third-party costs incurred in connection with consummated 

transactions other than Ordinary Operating Costs will be borne 

or reimbursed by the relevant Portfolio business. 

Fund Manager’s Commitment 

Certain Foresight staff will, through the Carried Interest Partner, 

make a Commitment to the Fund of 1% of Total Commitments as 

at the Final Closing Date. 

Exclusivity 

Unless approved by the Advisory Committee, the Fund Manager 

will not close or manage a new private equity investment fund 

for institutional investors for investment principally in the United 

Kingdom and having an investment policy substantially similar 

to that of the Fund until the earlier of the date on which at 

least 75% of the Fund’s Total Commitments have been invested 

or committed or allocated for specific investment or further 

financings of Portfolio Companies and the date on which the 

Investment Period expires or is terminated or is suspended 

following a Key Man departure. 

Foresight currently manages other funds, the investment 

policies of which include providing risk capital to companies 

involved in environmental infrastructure (each a “Foresight 

Fund”). It is intended that the Fund and the Foresight Funds 

will enter into a co-investment allocation agreement pursuant 

to which each of the Foresight Funds will agree that the Fund 

Manager will allocate investment opportunities to the Fund in 

priority to the Foresight Funds. The exclusivity in favour of the 

Fund will not operate to prevent other Foresight Funds providing 

follow-on investment to their existing portfolio companies. 

Key Man and suspension 

If, during the Investment Period, (i) two or more of the Key 

Men cease for whatever reason to be appointed to the Fund 

Manager’s investment committee and “actively involved” in 

the affairs of the Fund and the Parallel Funds (and any other 

Foresight Funds that make investments in parallel with the Fund); 

or (ii) a change of control event occurs with respect to the Fund 

Manager, then, if decided by Limited Partners representing 

50% of Total Commitments, the Fund Manager shall not issue 

any further drawdown notices for the purposes of making new 

Investments. Following a vote of the Limited Partners to suspend 

drawdowns, the Investment Period shall terminate automatically 

if Limited Partners representing 50% of Total Commitments 

do not vote to approve the resumption of drawdowns within six 

months of the date that the suspension commenced. In the case 

of Matt Taylor, Andrew Page and Nigel Aitchison (and 

any replacement thereof approved by the Advisory Committee) 

“actively involved” means devoting substantially all of their 

business time to such matters and in relation to the Fund, 

allocating sufficient of such business time to such matters 

as to ensure the effective management of the Fund’s assets. 

In the case of bernard Fairman and David Hughes (and any 

replacement thereof approved by the Advisory Committee) 

“actively involved” means devoting sufficient of their business 

time to such matters as to ensure the effective management 

of the Fund’s assets and operation of the Fund Manager’s 

investment committee (envisaged to be 25% of time for bernard 

Fairman and 35% of time for David Hughes). 

Removal of the General Partner 

The appointment of the General Partner as the general partner 

of the Fund may be terminated if Fund Investors holding an 

aggregate of not less than 75% by value of Total Commitments 

vote to do so at a meeting of the Fund, at any time after two 

years from the Final Closing Date with compensation to the 

General Partner in the amount of the General Partner’s Share 

for the immediately preceding accounting period, or at any time 

without compensation in the event of its gross negligence, wilful 

misconduct, bad faith, material breach of contract which relates 

to the operation of the Fund, a material breach of any EU Rules 

or reckless disregard for its obligations and duties in relation to 

the Fund. 

Role of the Advisory Committee 

The Fund Manager will consult the Advisory Committee in 

relation to any potential conflict of interest, the nomination of 

any Key Man, general policies and guidelines of the Fund. 

Meetings and voting 

The Fund Manager will arrange a Partners’ meeting 

each year, at such time and place as it deems appropriate. 

Limited Partners holding 25% of Total Commitments 

may, by written notice to the Fund Manager, requisition 

the Fund Manager to call additional Partners’ meetings 

for a date no later than 28 days from the date of the relevant 

notice. Decisions taken at Partners’ meetings will require the 

approval of Partners (present in person or by proxy) whose 

aggregate Commitments represent in excess of 50 % of Total 

Commitments. If, however, the particular action would under the 

terms of the Partnership Agreement require a higher approval 

threshold such action shall only be validly adopted if also 

approved pursuant to such terms. All Partners will be entitled 

to participate in any vote or consent of the Limited Partners 

unless it is in default on a drawdown. Meetings of the Advisory 

Committee will be held when required. 

Material amendments 

The Partnership Agreement may be amended only with the 

written consent of the General Partner and Limited Partners 

representing 75% of Total Commitments voting at a Partners’ 

meeting, provided that no amendment shall be made which (i) 

shall impose upon any Limited Partner any obligation to make 

any further payment to the Fund beyond the amount of its 

Commitment, (ii) increases the liabilities of or obligations of, or 

diminishes the rights of or protections of, a particular Limited 


18 


Partner or a particular group of Limited Partners differently than 

the other Limited Partners, or (iii) otherwise modifies the limited 

liability of any Limited Partner, without the affirmative consent 

of all Limited Partners adversely affected thereby. 

Repayment of Commitments 

where a Limited Partner has notified the Fund Manager 

in writing that it is subject to an obligation imposed by a 

Regulatory body or a Regulatory Requirement requiring such 

Limited Partner to have a right to be repaid its Commitment, 

such Limited Partner shall have a right to demand repayment of 

all or any part of its drawn down Commitment (the “Regulatory 

Partner Repayment Right”) in certain circumstances. where 

a Limited Partner has exercised the Regulatory Partner 

Repayment Right, the relevant Limited Partner’s Commitment 

shall be immediately reduced by the amount of the drawn down 

Commitment repaid to such Limited Partner. 

Withdrawal and transfer of interests 

A Fund Investor may not withdraw from the Fund (whether by 

sale, transfer or assignment) without the prior written consent of 

the Fund Manager and only if such transfer does not breach any 

relevant legal or regulatory restriction. 

Indemnification 

Subject to certain limitations, the Fund will indemnify the 

General Partner, the Fund Manager and their respective 

partners, shareholders, contractors, employees, agents and 

affiliates against costs and expenses (including legal fees) 

incurred in connection with their activities on behalf of, or their 

association with, the Fund and any Portfolio business, except 

where such costs or expenses arose through conduct of such 

persons that constitutes fraud, negligence (having a material 

adverse effect on the Fund or the Fund Partners), material 

breach of contract, reckless disregard for their obligations and 

duties to the Fund or wilful misconduct. Neither the General 

Partner nor the Fund Manager will be liable to any Limited 

Partner or to the Fund for the negligence, dishonesty or bad 

faith of any agent acting for them or the Fund provided that 

such agent was selected and engaged with reasonable care. 

Governing law and jurisdiction 

The rights, obligations and relationships of the Partners 

will be governed by English law and the English courts shall 

have exclusive jurisdiction to settle any claims, actions or 

disputes arising in connection with or relating to the Fund, the 

Memorandum or the acquisition of interests in the Fund. 

Foresight INVESTMENTS PCC LIMITED


20 

PART III - TAXATION 

GENERAL 

This summary is an introduction to some 

aspects of the tax position of the Cell 

and of individuals who hold Participating 

Shares (“Shareholders”). It is not 

intended to constitute legal or tax advice 

to investors. The tax consequences for 

each investor of investing in the Cell 

may depend upon the investor’s own 

tax position and upon the relevant 

laws of any jurisdiction to which the 

investor is subject. Prospective investors 

should familiarise themselves with, 

and where appropriate should consult 

their own professional advisors on, the 

consequences of subscribing, buying, or 

disposing of Participating Shares under 

the laws of any jurisdiction in which they 

may be liable to taxation. The statements 

in this section relate to investors entering 

into the Cell for investment purposes 

only and not for the purposes of any 

trade. There can be no guarantee that 

the tax position or proposed tax position 

prevailing at the time an investment in 

the Cell is made will endure indefinitely. 

The relevant Guernsey authorities may 

introduce revenue raising measures, 

including possibly the introduction of a 

goods and services tax, and may alter 

the tax regime to ensure continuing 

compliance with international standards. 


TAXATION OF THE COMPANY AND THE CELL 

Guernsey 

The Directors intend to apply for exempt status and to 

conduct the affairs of the Company and the Cell so as to 

ensure that it obtains and retains exempt status. Exempt 

companies (under the Income Tax (Exempt bodies) 

(Guernsey) Ordinance 1989 as amended) do not pay income 

tax in Guernsey on any income derived from sources 

outside Guernsey. Guernsey does not levy stamp duty or 

taxes upon capital, inheritances, capital gains or gifts. 

UK 

The Directors will seek to ensure that the Cell does not 

become resident in the UK for tax purposes, does not 

carry on a trade in the UK and is not centrally managed 

and controlled in the UK. On this basis, the Cell would not 

be subject to UK income tax or corporation tax other than 

on UK source income and would not be subject to any UK 

tax on its capital gains. Investment income arising from UK 

sources may be subject to UK withholding tax. 

ALL SHAREHOLDERS EXCEPT GUERNSEY 

RESIDENTS 

Shareholders resident outside Guernsey will not be subject 

to any tax in Guernsey in respect of the holding, sale or 

other disposition of Participating Shares. Dividends and 

all redemption proceeds may be paid by the Cell without 

withholding or deduction for Guernsey income tax. 

SHAREHOLDERS RESIDENT, ORDINARILY 

RESIDENT OR DOMICILED IN THE UK 

UK residents will be liable in the UK to income tax on 

dividends paid by the Cell and to capital gains tax on 

gains realised through disposal of Participating Shares. 

The Cell is not required to make any retention of tax 

from payments to UK resident individuals because the 

Cell is outside the scope of the EU Savings Directive. UK 

residents pay inheritance tax on their property, including 

Participating Shares, wherever situated. 

OFFSHORE REPORTING FUND STATUS 

The Cell is expected to be treated by HMRC as an offshore 

fund and therefore the Directors intend to make an 

application for the Cell to be certified as a reporting 

fund, in order to ensure that any gain realised on 

disposal or redemption of Participating Shares is treated 

as a capital gain and not as income for UK tax purposes. 

If the Cell is treated as an offshore fund and as a 

reporting fund, UK income tax would be charged on the 

Cell’s reported income and the Directors would seek to 

distribute sufficient of the Cell’s income to cover tax at 

the UK’s highest marginal income tax rate on all 

Participating Shares.

New regulations have been proposed by HMRC under which 

an offshore fund that is invested at least 90% by asset value 

in unlisted trading companies would not be required to be a 

reporting fund in order for gains realised on the disposal of 

shares in the fund to be treated as capital gains. As a limited 

partner in the Fund, the Cell is expected to invest at least 

90% of its asset value in unlisted trading companies through 

the Fund and Cell Investors could therefore benefit if the 

regulations are amended as proposed. However as the Cell 

will invest in unlisted trading companies over a period rather 

than immediately, it is possible that the Cell would continue 

to be regarded as an offshore fund as described in the 

preceding paragraph. 

ANTI-AVOIDANCE PROVISIONS 

Certain provisions of the Income Tax Act 2007 (“transfer 

of assets abroad rules”) could lead to UK income tax being 

charged on a Cell Investor’s share of the Cell’s income. These 

provisions affect income treated as arising to an individual 

who is ordinarily UK resident and who has the power to enjoy 

income of a person abroad as a result of a transfer of assets 

which results in that income becoming payable to that person 

abroad. These provisions are widely framed and may apply, in 

principle, to most ‘offshore funds’, but should not apply where 

the tax payer can establish that avoiding liability to taxation 

was not the purpose or one of the purposes for which the 

relevant transactions or any of them were effected. 

On 16 February 2011 the European Commission formally 

requested the UK to amend its transfer of assets abroad 

rules. This could lead to an improvement in the treatment 

of an investment made into the Cell by individuals who are 

ordinarily resident in the UK. 

SHAREHOLDERS wHO ARE RESIDENT IN THE UK 

bUT NOT DOMICILED IN THE UK 

The Participating Shares are expected to be classified as 

foreign assets for the purposes of UK capital gains tax and 

inheritance tax. Therefore, persons resident but not domiciled 

in the UK will be liable to capital gains tax only to the extent 

that capital gains are remitted to the UK. Dividends declared 

in respect of Participating Shares will be regarded as foreign 

sourced for the purposes of UK taxation. Therefore persons 

resident but not domiciled in the UK are expected to be 

liable to income tax only to the extent that the dividends are 

remitted to the UK. The statements in this paragraph assume 

that the Shareholder has claimed to be a remittance basis 

user and paid the charge/fee as appropriate. 

An individual who is not domiciled in the UK, and is not 

deemed to be domiciled there under special rules relating 

to long residence or previous domicile in the UK, is not 

generally within the scope of inheritance tax in relation to 

assets situated outside the UK. Participating Shares in the 

Cell should constitute assets situated outside the UK for 

inheritance tax purposes. 

MAJOR INVESTORS 

The Directors do not expect the Cell to be treated as a close 

company. However, if the Cell were to be treated as a close 

company in the UK, capital gains accruing to the Cell may be 

attributed to any UK resident Cell Investor who holds more 

than 10% of the Participating Shares (including holdings of 

any connected persons). The Cell Investor may then be liable 

to UK tax on capital gains on its proportionate interest in the 

Cell’s gains. 

STAMP DUTY AND SDRT 

No UK stamp duty or SDRT will be payable on the issue of 

the Participating Shares. The Participating Shares will not 

be registered in any register of the Cell kept in the UK, so 

that transfers of Participating Shares should not be subject 

to UK SDRT. UK stamp duty (at the rate of 0.5 per cent. of 

the amount of the value of the consideration for the transfer 

rounded up where necessary to the nearest £5) is payable on 

any instrument of transfer of Participating Shares executed 

within, or in certain cases brought into, the UK. Special rules 

apply to market makers, brokers, dealers, intermediaries 

and persons connected with depository arrangements or 

clearance services. 

SHAREHOLDERS RESIDENT IN GUERNSEY 

Shareholders who are resident for tax purposes in Guernsey, 

Alderney or Herm will incur Guernsey income tax on any 

dividends paid on shares owned by them but will suffer no 

deduction of tax by the Company from any such dividends 

payable by the Company (provided that the Company is 

granted tax exempt status as expected). The Company 

is required to provide details of distributions made to 

Shareholders resident in the Islands of Guernsey, Alderney 

and Herm to the Administrator of Income Tax in Guernsey. 

Stamp duty is payable on Guernsey grants of probate and 

letters of administration, which will generally be required to 

transfer Participating Shares on the death of a Shareholder. 

Stamp duty is levied according to the size of the estate and 

is payable on a sliding scale at a rate of up to 0.75% of the 

estate. Joint holders and holdings through a nominee are 

subject to different rules. 


22 

PART IV - RISK FACTORS 

THE FOLLOwING FACTORS ARE AMONG 

THE INVESTMENT CONSIDERATIONS 

THAT SHOULD bE CAREFULLY CONSIDERED 

bY PROSPECTIVE SHAREHOLDERS IN 

EVALUATING THE MERITS AND SUITAbILITY 

FOR THEM OF AN INVESTMENT IN THE 

CELL. THESE FACTORS SHOULD bE 

READ IN CONJUNCTION wITH THE 

SCHEME PARTICULARS. 

An investment in the Cell and the Fund 

involves a high degree of risk, and is 

illiquid and long-term. Prospective 

investors must therefore be able and 

willing to accept substantial risk and 

illiquidity. There can be no assurances 

or guarantees that the Cell’s or the 

Fund’s investment objectives will prove 

successful or that investors will not lose 

all or a portion of their investment in the 

Cell. It should be noted that the Cell’s 

performance will differ from the Fund 

as the Cell will bear its own fees and 

expenses and may also be affected by 

returns on the un-invested cash held by 

the Cell. In addition, income and capital 

gains paid to the Cell by the Fund may 

be retained by the Cell and the timing 

and amount of any distributions by the 

Cell may not be the same as the Fund. 

Prospective investors should consider 

all potential risk factors and evaluate 

these with their financial, legal and 

tax advisors before applying for 

Participating Shares. 


RISKS TO bE CONSIDERED INCLUDE, bUT 

ARE NOT LIMITED TO, THE FOLLOwING: 

ILLIQUIDITY 

The Cell will invest in the Fund, which is by its nature 

an illiquid investment with no certainty of return. The 

Participating Shares are not redeemable by Cell Investors. 

It is the intention of the Directors to seek a listing for the 

Participating Shares on the CISX as soon as practicable, 

but there is no guarantee that such a listing will occur. In 

any event there will be no active secondary market in the 

Participating Shares and the Directors do not anticipate 

that such a market will develop. 

Many of the Fund’s investments will be highly illiquid with 

no established market, and there can be no assurance 

that the Fund will be able to realise such investments in 

a timely manner. Fund investments may need to be held 

for a long period before they can be realised. Interests in 

the Fund will not ordinarily be transferable and may not 

be transferred, pledged or otherwise encumbered without 

the prior written consent of the Fund Manager in its sole 

discretion. There is no market for interests in the Fund and 

none is expected to develop. The Fund is not obliged to sell 

all or any portion of any assets or to retain any asset for 

the benefit of Limited Partners. The Fund is not obliged 

to redeem any Limited Partner’s interest, and Limited 

Partners will be required to remain in the Fund until it is 

terminated and dissolved. The timing of cash distributions 

to Limited Partners is uncertain, and distributions in kind 

of illiquid securities to the Limited Partners may be made. 

If the Fund becomes insolvent, Limited Partners may be 

required to return any property distributed to them at 

the time the Fund was insolvent, and forfeit any 

undistributed profits. 

Investors in the Fund, including the Cell, may in certain 

circumstances in the discretion of the General Partner 

receive securities owned by the Fund in lieu of cash. 

LACK OF DIVERSIFICATION 

The Cell will invest primarily in the Fund and the Fund’s 

portfolio will be concentrated in a limited number of 

investments and in a limited number of markets, and 

underperformance in any investment or adverse change in 

any market may result in the loss of a substantial portion 

of the Fund’s capital. If the Fund makes a bridging or 

underwriting investment with the intention of refinancing 

or selling a portion of the investment, there is a risk 

that the Fund will be unable to successfully complete 

such refinancing or sale. This could lead to increased 

risk as a result of the Fund having an unintended longterm 

investment and reduced diversification. The Fund’s

investment strategy is to limit its commitment to any 

single investment to 10% (or in certain cases 15%) of Total 

Commitments, but unforeseen events could lead to greater 

portfolio concentration. If the Fund raises less than £70 

million, the Fund may be subject to a number of adverse 

consequences, including less portfolio diversity and less 

capital for reserves. Consequently, the Fund may make 

smaller investments in order to diversify its portfolio, 

and may invest a greater portion of Commitments in 

initial investments. 

INAbILITY TO DEPLOY THE FUND OR TO DO SO ON 

ATTRACTIVE TERMS IN SUITAbLE INVESTMENTS 

There is no assurance that the Fund will be able to identify and 

complete investments that are consistent with its investment 

strategy, or that it will be able to fully invest its available 

capital or that it will be able to do so in a timely manner. The 

Fund will compete in the acquisition of investments with other 

investors and this competition may result in increased cost 

of suitable investments. The identification of any potential 

investment or pipeline of investments is not an assurance 

that the Fund will complete any such investment. There is no 

assurance that any proposed investment will be made, that the 

terms of the investment will be the same or similar to those 

proposed from time to time or that any investment will be 

economically advantageous to the Fund. 

TRADING, MARKET AND PROJECT 

DEVELOPMENT RISKS 

Portfolio businesses will be subject to risks, including those 

associated with the general economic climate and local market 

conditions, changes in availability of materials or services 

required by, or demand for products or services offered by 

Portfolio businesses, onerous contracts, competition, litigation 

and other trading and market risks. There can be no assurance 

that Portfolio businesses will operate successfully. 

Fund investments may be subject to risks inherent in project 

development and construction. Projects may be subject to cost 

overruns and require more investment than planned. Projects 

may not be completed, or may be delayed during the planning, 

construction and commissioning phases. 

TAX, LEGAL AND REGULATORY CONSIDERATIONS 

An investment in the Cell involves complex tax, legal 

and regulatory considerations which may differ for each 

investor and each investor is advised to consult its own tax 

and legal advisers. 

The Fund may be subject to income or other tax. Local 

tax incurred in other jurisdictions by the Fund or Portfolio 

businesses may not be creditable to or deductible by 

Limited Partners. 

The Fund and its investments will be subject to laws and 

regulations imposed by the countries in which they operate. 

Any legislation and its interpretation or legal or regulatory 

regimes in relation to an investment in the Cell or the Fund 

may change during the life of the Cell. Enforcement of legal 

rights may prove expensive and difficult to achieve. Any 

change in laws or regulations, and any process of enforcing the 

Fund’s rights could have a material adverse effect on the Fund’s 

investments and on returns to Limited Partners including 

the Cell. 

LEVERAGE 

Portfolio businesses may incur indebtedness, in which case 

a third party would be entitled to certain senior ranking 

cashflows generated by such Portfolio businesses prior to the 

Fund receiving a return. while such leverage may increase 

returns or the funds available to any Portfolio business, it 

would also increase the risk of loss. If any Portfolio business 

defaults on any indebtedness, the Fund could lose its entire 

investment in that investee. 

LACK OF LIMITED PARTNER CONTROL OVER 

FUND MANAGEMENT, AND RELIANCE ON THE 

GENERAL PARTNER 

Limited Partners have no right to participate in the 

management of the Fund, or to make any decisions with 

respect to the investments made by the Fund, and have 

limited rights to remove the General Partner. The Fund and 

Limited Partners are totally dependent upon the General 

Partner. The General Partner will have full discretion to 

select investments, assess risks, negotiate terms of 

investment, and to manage and realise investments. 

The management, financing, distribution, operating and 

disposition policies of the Fund are determined by the General 

Partner. These policies may be changed from time to time at 

the discretion of the General Partner without a vote of the 

Limited Partners. Any such changes could be detrimental to 

the value of the Fund. 

Failure by the General Partner to manage investments 

effectively could have a material adverse effect on the Fund’s 

investments and on returns to Limited Partners. There is 

no assurance that the General Partner can effectively 

manage investments. 

The ability of the General Partner to successfully manage the 

Fund depends on the experience, relationships and expertise 

of Foresight’s investment team. Significant change in the 

investment team could impair the Fund’s ability to select 

attractive investments and manage its investment effectively. 

There can be no assurance that any individual will continue to 

be able to carry on their current duties throughout the term 

of the Fund. 


24 

PART IV – FORESIGHT ENVIRONMENTAL FUND LLP 

LIMITATION OF LIAbILITY AND INDEMNIFICATION 

The Partnership Agreement limits circumstances under 

which the General Partner, the Manager, and their 

respective partners, officers, directors, shareholders, 

employees, agents and affiliates can be held liable to 

the Fund. As a result, Limited Partners may have a more 

limited right of action in certain cases than they would in 

the absence of these provisions. In addition, the General 

Partner, the Manager and its partners, officers, directors, 

shareholders, employees, agents and affiliates will be 

entitled to indemnification from the Fund, except in certain 

circumstances. The assets of the Fund will be available 

to satisfy these indemnification obligations and such 

obligations will survive the dissolution of the Fund. 

RECOURSE TO ALL FUND ASSETS 

The assets of the Fund, including any investment made 

by it and any capital held by it, are available to satisfy all 

liabilities and other obligations of the Fund. If the Fund 

becomes subject to a liability, parties seeking to have the 

liability satisfied may have recourse against the Fund’s 

assets generally, and may not be limited to any particular 

asset, such as the investment giving rise to liability. 

STAGING OF COMMITMENTS AND DRAwDOwNS, 

DEFAULT PROVISIONS AND USE OF CAPITAL 

Commitments to the Fund may be accepted at any time 

between the First Closing Date and the Final Closing Date 

and will be drawn down over time. Investors who commit to 

the Fund after the Fund First Closing Date may have more 

information about the Fund’s investments and intentions 

than earlier investors. As a result, the earlier investors 

may be subject to higher risks than the later investors. 

If the Fund is unable to raise sufficient Commitments, or 

any Limited Partner fails to contribute any portion of its 

Commitment on a timely basis, the Fund’s ability to achieve 

appropriate portfolio diversity or to provide further funds to 

Portfolio businesses may be affected, which could adversely 

affect the Fund’s returns on investments. 

Any Limited Partner which fails to comply with a notice 

of drawdown may suffer significant financial penalties. 

If a Limited Partner defaults, it may be subject to various 

remedies as provided in the Partnership Agreement, 

including a forfeiture of its interests in the Fund. 

If the Fund is unable to generate a return on investment 

early in the life of the Fund to defray expenses (including 

without limitation the General Partner’s Share), those fees 

and expenses will have to be paid from the drawdown 

of Commitments. 


POTENTIAL CONFLICTS OF INTEREST 

There may arise situations where the interests of the Cell 

or the Fund conflict with interests of other funds managed 

by Foresight or with those of members of Foresight’s 

investment team. Foresight provides services both to the 

Fund (in its role as Fund Manager) and indirectly to the 

Company (in its roles as Investment Advisor and Investment 

Manager in relation to Foresight Environmental Cell. 

Conflicts may arise between the interests of the Fund, the 

Company and Foresight Environmental Cell and decisions 

made by Foresight may be more beneficial for one of these 

parties than for any other. 

The Fund is expected to invest in companies in which other 

funds managed by the Fund Manager hold investments. 

Decisions made by Foresight may be more beneficial for one 

fund managed or advised by Foresight than for any other. 

The Fund may co-invest with third parties through joint 

ventures or other entities. Such investments may give 

rise to the possibility that a co-investor or partner may 

at any time have economic or business interests or goals 

which are inconsistent with those of the Fund, or that 

such person may to take action contrary to the Fund’s 

investment objectives. 

The entitlement of the Carried Interest Partner to Carried 

Interest creates an incentive for the Fund Manager to make 

more speculative investments on behalf of the Fund than it 

would otherwise make in the absence of such performancebased 

compensation arrangements. 

Foresight may enter into fee sharing arrangements with 

third party marketers, including placement agents, or 

other advisers who refer investors to the Fund, and such 

marketers may have a conflict of interest in advising 

prospective investors whether to make commitments 

to the Fund. 

Conflicts of interest may arise in connection with decisions 

made by the Fund Manager that may be more beneficial 

for certain Limited Partners than for any other. In making 

such decisions, the Fund Manager intends to consider 

the investment objectives of the Fund as a whole, not the 

investment objectives of any individual Limited Partner. 

The Fund Manager may provide certain Limited Partners 

with the opportunity to co-invest in any Fund investment. 

Potential conflicts may be inherent in, or arise from, the 

Fund Manager’s discretion in providing such opportunities 

to certain Limited Partners. In addition, once such coinvestments 

are made, the Fund’s interests and those of 

co-investing Limited Partners may subsequently diverge.

FRAUD 

The Fund could be subject to losses due to fraudulent 

and negligent acts on the part of third parties, including 

borrowers, brokers, sellers and vendors. 

LIMITED REGULATORY OVERSIGHT 

The Fund is not subject to monitoring or oversight by any 

regulatory body. Consequently, Limited Partners will not 

benefit from protections which might be afforded by such 

monitoring or oversight of the Fund’s investment activities. 

NO SEPARATE COUNSEL 

Neither the Partnership Agreement nor any other 

agreements, contracts and arrangements between or 

among the Fund, the General Partner, the Fund Manager 

or any affiliate were or will be the result of arms length 

negotiations. The advisers who have performed services 

for the Cell or the Fund in connection with this offering, 

and who will perform services for the Cell or the Fund in 

the future, have been and will be selected by Foresight. 

No independent counsel has been retained to represent 

the interests of investors or Limited Partners, and the 

Partnership Agreement has not been reviewed by any 

attorney on their behalf. Any prospective investor is 

therefore urged to consult its own counsel as to the terms 

and provisions of the Partnership Agreement and all other 

related documents. 

The advisers to the Fund, the General Partner or the 

Fund Manager will not oversee or monitor the Fund’s 

investment activities and Limited Partners should not 

rely on them to do so. 

REPAYMENT OF COMMITMENTS 

The Fund’s constitutional documents include provisions 

enabling an investor that is subject to specific regulatory 

restrictions to demand the early repayment of its drawn 

down Commitments in certain circumstances. These 

provisions do not alter the rights of all investors to share 

in distributions from the Fund. However, if such a demand 

is made, the Fund may be required to sell some or all of 

its investments earlier than intended and that in these 

circumstances the proceeds from the sale of investments 

may be significantly lower than from a sale of the same 

investments in the ordinary course of business. 

DETERMINATION OF NET ASSET VALUE 

Adequate information relating to the Fund may not always 

be available to the Administrator and consequently the 

published Net Asset Value may not accurately reflect the 

value of the Cell’s holdings or the value that would have 

been received by the Cell had those holdings been realised 

on that day. 


26 

PART V – DEFINITIONS 

SAVE AS PROVIDED bELOw, wORDS AND EXPRESSIONS DEFINED IN THE SCHEME PARTICULARS 

SHALL HAVE THE SAME MEANINGS HEREIN. IN THESE CELL PARTICULARS, THE FOLLOwING 

wORDS SHALL HAVE THE MEANINGS OPPOSITE THEM UNLESS THE CONTEXT IN wHICH THEY 

APPEAR REQUIRES OTHERwISE: 

“1933 Act” United States of America Securities Act of 1933, as amended; 

“1940 Act” United States of America Investment Companies Act of 1940, as amended; 

“Administrator” JTC Fund Services (Guernsey) Limited or such other entity as may from time to time be 

appointed by the Investment Manager; 

“Advisory Committee” a committee of the Fund comprising representatives of certain Fund Investors appointed by 

the Fund Manager; 

“Application Form” the application form, materially in the form provided in this document (or in such other 

form reasonably determined by the Investment Manager) in respect of the First Offer or the 

Second Offer to be entered into by a prospective Cell Investor pursuant to which it applies to 

become a shareholder, directly or indirectly, in the Cell; 

“Application Period” The First Offer Application Period or the Second Offer Application Period as the 

context requires; 

“Associate” Companies that are associated to one another as a consequence of (i) one being a subsidiary 

of another, or (ii) both being subsidiaries of the same company; 

“Business Day” a day on which banks in Guernsey are open for normal banking business (excluding 

Saturdays and Sundays); 

“Carried Interest” A performance incentive in respect of the Fund payable to the Carried Interest Partner and 

summarised under “Priority of distributions” on page 16; 

“Carried Interest Partner” Foresight Environmental FP LP; 

“Cell” the Foresight Environmental Cell, the cell of the Company to which these Cell 

Particulars relate; 

“Cell Investor” A shareholder in the Cell; 

“CISX” Channel Island Stock Exchange, LbG; 

“Commitment” an amount committed by a Limited Partner to the Fund, comprising a capital contribution, 

being 0.001% of such Commitment, and an interest-free loan to the Fund, being 99.999% of 

such Commitment; and Total Commitments means the aggregate of all Commitments; 

“Company” Foresight Investments PCC Limited; 

“Directors” the board of directors of the Company; 

“First Offer” an offer to subscribe for up to 2,176,000 no par value Participating Shares during the First 

Offer Application Period with a minimum investment per Cell Investor of £10,000; 

“First Offer Application Period” the period commencing on 30 May 2011 and ending on 29 July 2011 or such other date or 

dates as the Directors may determine in their discretion, during which period applications for 

Participating Shares under the First Offer may be accepted; 

“Foresight” the Investment Manager, the Fund Manager and/or their Associates as the context requires; 

“Foresight Environmental Fund LP” an English limited partnership with registered number LP14322, together with any parallel or 

alternative investment vehicles established from time to time to invest alongside the same 

and including any successors or assigns thereof; 

“Fund” Foresight Environmental Fund LP and any Parallel Fund; 


“Fund Final Closing Date” the latest date upon which a Fund Investor is admitted to or increases its Commitment to the 

Fund which is not later than 12 months after the Fund First Closing Date; 

“Fund First Closing Date” the date upon which the first Fund Investor was admitted to the Fund, being 3rd March 2011; 

“Fund Investor” a Partner, other than the General Partner and the Carried Interest Partner; 

“Fund Manager” Foresight Group LLP, which is the manager of Foresight Environmental Fund LP and is 

authorised and regulated by the Financial Services Authority (registered number 198020); 

“General Partner” the general partner of Foresight Environmental Fund LP being Foresight Environmental GP 

LP, a Scottish limited partnership with registered number 8691, or its successors and assigns, 

acting in its capacity as the general partner to Foresight Environmental Fund LP; 

“General Partner’s Share” the priority profit share entitlement of the General Partner in respect of Foresight 

Environmental Fund LP from time to time (or the equivalent fee or entitlement where not 

structured as a priority profit share), as summarised under “General partner’s share” on 

page 17; 

“Interest Charge” an amount paid by the Cell to the Fund to reflect the fact that the Cell is admitted to the 

Fund after the Fund First Closing Date, and calculated at 4% per annum over LIbOR on any 

amounts that would have been drawn down by the Fund from the Cell if the Cell had made its 

commitment to the Fund at the Fund First Closing Date; 

“Investment” an investment made or held by the Fund in a Portfolio business; 

“Investment Manager” Foresight Group CI Limited, a limited company registered in Guernsey with number 51471 (or 

its successors and assigns); 

“Investment Management the agreement dated 19 May 2011 between the Cell and the Investment Manager appointing 

Agreement” the Investment Manager as investment manager of the Cell; 

“Investment Period” the investment period of the Fund, being the period commencing on the Fund First Closing 

Date and ending on 31 December 2015; 

“Investment Policy” the investment policy of the Fund, as summarised in Part I of this document; 

“Key Man or Key Men” Matt Taylor, Andrew Page, Nigel Aitchison, bernard Fairman, David Hughes or any other person 

approved by the Advisory Committee; 

“LIBOR” the London Interbank Offered Rate for three–month Sterling deposits published by bloomberg 

on any relevant business day; 

“Limited Partner” a limited partner in the Fund or any Parallel Fund. The Cell will be a Limited Partner in 

the Fund; 

“Net Asset Value” (i) when applied to the Cell, the net asset value of the Cell, calculated by deducting the total 

liabilities of the Cell from the total assets of the Cell (and, in calculating the value of the assets 

of the Cell, this will be determined with reference to the valuations of Foresight Environmental 

Fund LP which will be determined by the Fund Manager in its reasonable discretion in 

accordance with the “International Private Equity and Venture Capital Valuation Guidelines” 

produced by the bVCA, EVCA and AFIC in October 2006, or any replacement thereof); or 

(ii) when applied to the Company, the net asset value of the Company calculated by deducting 

the total liabilities of the Company from the total assets of the Company; 

“Parallel Fund” a fund or similar entity established under agreements containing commercial terms similar to 

the Partnership Agreement; 

“Partner” a partner in the Fund or any Parallel Fund; 

“Partnership Agreement” the partnership agreement constituting the Fund; 

“Participating Shares” participating preference shares in the Cell; 


28 

DEFINITIONS 

“Portfolio Business” a company or other entity, or a group of companies or other entities linked (directly or 

indirectly) by common management, in which the Fund holds an Investment; 

“Qualified Investor” (i) legal entities which are authorised or regulated to operate in the financial markets, 

including: credit institutions, investment firms, other authorised or regulated financial 

institutions, insurance companies, collective investment schemes and their management 

companies, pension funds and their management companies, commodity dealers, as well 

as entities not so authorised or regulated whose corporate purpose is solely to invest 

in securities; (ii) national and regional governments, central banks, international and 

supranational institutions such as the International Monetary Fund, the European Central 

bank, the European Investment bank and other similar international organisations; and 

(iii) other legal entities, which, according to their last annual or consolidated accounts, meet 

at least two of the following three criteria: an average number of employees during the 

financial year of 250 or more, a total balance sheet exceeding €43,000,000 and an annual 

net turnover exceeding €50,000,000; 

“Regulatory Body” any UK or EU government department, body, institution or agency and/or any other 

regulatory body, institution or agency whether local, regional, national and/or European 

and including, but not limited to, the London Development Agency, the London waste and 

Recycling board, the Department for Communities and Local Government, the National Audit 

Office, the UK Government, the European Commission, the Court of Justice of the European 

Union, the Court of Auditors of the European Union and/or any successor such department, 

agency or regulatory body which, whether under Regulatory Requirements, codes of 

practice or otherwise is entitled to regulate, investigate, or influence any of the matters dealt 

with in the Partnership Agreement or the affairs of any party to it or person mentioned in it; 

“Regulatory Requirements” all or any of the following:- 

i) Acts of Parliament and any statutory instruments, rules, orders, regulations, notices 

directions, bye laws and permissions for the time being made under or deriving validity from 

an Act of Parliament (including but not limited to those implementing EU Rules); ii) EU Rules 

and rules having the force of law in the United Kingdom; and iii) regulations, orders, bye-laws, 

codes of practice or any requirement of, or obligation imposed by, any Regulatory body; 

“Second Offer“ the offer for an unlimited number of no par value Participating Shares during the Second 

Offer Application Period with a minimum investment per Cell Investor of £43,500; 

“Second Offer Application Period” the period commencing on 31 May 2011 and ending on 29 July 2011 or such other date or 

dates as the Directors may determine in their discretion, during which period applications for 

Participating Shares under the Second Offer may be accepted; 


“US Person” For the purpose of these Cell Particulars, but subject to such applicable law and to such 

changes as may be notified by the Investment Manager to applicants for Participating Shares 

and transferees, “US Person” shall have the same meaning as in Regulation S, as amended 

from time to time, of the 1933 Act. Regulation S currently defines a “US Person” as: (a) any 

natural person who is a resident of the United States; (b) any partnership or corporation 

organised or incorporated under the laws of the United States; (c) any estate of which any 

executor or administrator is a US Person as defined in sub-paragraphs (a) and (b) herein; 

(d) any trust of which any trustee is a US Person as defined in sub-paragraphs (a) and (b) 

herein; (e) any agency or branch of a foreign entity located in the United States; (f) any nondiscretionary 

account or similar account (other than an estate or trust) held by a dealer or 

similar fiduciary for the benefit or account of a US Person; (g) any discretionary account or 

similar account (other than an estate or trust) held by a dealer or other fiduciary organised, 

incorporated or, if an individual, resident in the United States; or (h) any partnership or 

corporation (i) if organised or incorporated under the laws of any foreign jurisdiction and (ii) 

formed by a US Person principally for the purpose of investing in securities not registered 

under the 1933 Act, unless it is organised or incorporated, and owned, by accredited investors 

(as defined in Rule 501(a) under the 1933 Act) who are not natural persons, estates or trusts. 

“US Person” does not include: (a) a discretionary account or similar account (other than 

an estate or trust) held for the benefit or account of a non-US Person by a dealer or other 

professional fiduciary organised, incorporated or, if an individual, resident in the United States; 

(b) any estate of which any professional fiduciary acting as executor or administrator is a 

US Person if (i) an executor or administrator of the estate who is not a US Person has sole 

or shared investment discretion with respect to the assets of the estate and (ii) the estate is 

governed by foreign law; (c) any trust of which any professional fiduciary acting as trustee 

is a US Person if a trustee who is not a US Person has sole or shared investment discretion 

with respect to the trust assets, and no beneficiary of the trust (and no seller if the trust 

is revocable) is a US Person; (d) an employee benefit plan established and administered in 

accordance with the law of a country other than the United States and customary practices 

and documentation of such country; or (e), any agency or branch of a US Person located 

outside the United States if (i) the agency or branch operates for valid business reasons and 

(ii) the agency or branch is engaged in the business of insurance or banking and is subject to 

substantive insurance or banking regulation, respectively, in the jurisdiction where located. 


30 

APPLICATION FORM FOR 

FORESIGHT ENVIRONMENTAL CELL 

bEFORE COMPLETING THIS APPLICATION FORM YOU ARE STRONGLY RECOMMENDED TO CONSULT 

AN INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND 

MARKETS ACT 2000 OR UNDER RELEVANT LEGISLATION IN YOUR JURISDICTION. 

COMPLETE THE FORM IN bLOCK CAPITALS. 

ALL APPLICANTS MUST 

Sign either Section 1 or Section 6. 

Sign the Declaration in Section 2. 

Include a cheque/bankers draft (unless paying by 

electronic transfer). 

If paying by electronic transfer, send the completed 

instruction in Section 4 to your bank and attach a copy 

of the instruction to your Application Form. 

Keep a copy of the completed Application Form for 

your records. 

Send the completed Application Form by post to: 

JTC Fund Services (Guernsey) Limited, La Plaiderie 

House, La Plaiderie, St. Peter Port, Guernsey, GY1 1WF to 

be received by 5pm on 29 July 2011 (or such other date 

or dates as the Directors may determine in respect of 

the First Offer and the Second Offer at their discretion). 

Cleared funds for the investment amount entered on the 

Application Form must be received by 5pm on 29 July 

2011 (or if the relevant Application Period is altered, 

then on the Business Day prior to expiry of the relevant 

Application Period). If payment is not received in due 

time the application may be rejected. All cheques and 

banker’s drafts will be presented for payment on receipt. 

In this Application Form, we refer to “CERTIFIED COPIES”. 

This means that the copy documents requested must be 

certified by a person such as a solicitor/notary public/ 

accountant/banker/local police officer or other professional 

person. Corporate documents may be certified by 

the corporate secretary or a director or officer of the 

corporation. Documents cannot be certified by the Applicant. 

The person certifying the copy document must 

(i) mark the copy document as “a true and exact copy of the 

original, which I have seen” and 

(ii) where the document concerned contains a photograph 

as proof of identity, confirm that “the photograph is a true 

likeness of the person named in the document”, and 

(iii) sign and date the copy document, stating in what 

capacity they are acting. 

The Company will decide, in its absolute discretion, to accept 

or reject your application made on this form under the terms 

of the First Offer or the Second Offer (as relevant) and will 

notify you of its decision. If your application is accepted, a 

written confirmation of acceptance will be sent to you. 

IF YOu DO NOT RECEIVE AN ACKNOwLEDgEMENT OF YOuR APPLICATION wIThIN 10 

DAYS OF SENDINg IT, PLEASE CONTACT: 

JTC FuND SERVICES (guERNSEY) LIMITED +44 (0)1481 702400 

Applications for Participating Shares will only be accepted from prospective investors in respect of whom Foresight 

undertakes an adequate assessment of his or her expertise, experience and knowledge which gives reasonable assurance, 

in light of the contents of this document, that the prospective investor is capable of making his or her own investment 

decisions and understands the risks involved. If an applicant has been advised by an authorised intermediary who is 

able to advise on investments in overseas companies and who completes the letter of introduction in Section 5 of this 

Application Form, the applicant will be treated as having satisfied the above criteria. 

If any application is not accepted, the amount paid on application will be returned, without interest, if the payment 

was by way of cheque, by post to the first address given in the application or, if the payment was made by way of 

electronic transfer, by return transfer less any charges to the account of the remitter at the remitting bank quoting 

the applicant’s name, in each case at the applicant’s risk. 


SECTION 1 COMPLETE THIS SECTION IF THE 

APPLICANT IS AN INDIVIDUAL 

Email: 

INDIVIDUALS CAN ONLY APPLY ON THEIR OwN bEHALF AND IN THEIR OwN NAME 

Title: Forenames: 

Surname: Other names: 

Nationality: Date of birth: 

Permanent residential address: 

Post Code: 

Country: Email: 

Telephone: Alternative Tel: 

Please tick here if the applicant is resident in Guernsey for tax purposes 

FIRST OFFER - MINIMUM £10,000 

Investment amount: £ 

I wish to invest the above amount in the Foresight Environmental Cell of Foresight Investments PCC Limited on the basis of the 

Scheme Particulars and the Cell Particulars under the terms of the First Offer or the Second Offer. 

PLEASE SIGN bELOw 

SECOND OFFER - MINIMUM £43,500* 


Signature: Please print name**: Date: 

Information such as annual reports of the Cell will be sent by email to the email address shown above. If you prefer to receive paper 

copies please tick this box. q 

Notes: 

* The minimum amount under the SECOND OFFER is reduced to £10,000 if the Applicant is: 

(a) one of up to 99 persons to whom the Second Offer was specifically made or directed by Foresight with a statement to that effect 

clearly affixed to the Application Form; or 

(b) a Qualified Investor acting on its own behalf or on behalf of a person who has engaged the Qualifying Investor to act as his agent 

on terms which enable the Qualified Investor to make decisions concerning the acceptance of offers of transferable securities on 

that person’s behalf without reference to that person. 

** If the form is signed for the Applicant by an attorney or other agent, that person should state here the capacity in which they 

are signing and should send the original power(s) of attorney (or a copy certified by a solicitor) with the Application Form. Original 

documents will be returned as soon as practicable at the Applicant’s risk. 


32 

SECTION 2 

DECLARATION 

Email: 

PLEASE READ THIS DECLARATION CAREFULLY AND SIGN 

• I/we confirm that I/we have read and understood the Scheme Particulars and the Cell Particulars. 

• I/we understand that the Directors have discretion to refuse to accept applications under the terms of the First Offer and 

the Second Offer in whole or in part. 

• I/we acknowledge that the Directors reserve the right should it be necessary, to allocate applications between the First 

Offer and the Second Offer as they see fit. 

• In respect of applications made under the Second Offer, I/we confirm that I/we are: 

(a) one of up to 99 persons to whom the Second Offer was specifically made or directed by or on behalf of the Company or by 

its duly authorised agents; or 

(b) making an application for at least £43,500; or 

(c) a Qualified Investor (as defined in the Cell Particulars); or 

(d) a Qualified Investor acting on behalf of a person who has engaged the Qualified Investor to act as his agent on terms 

which enable the Qualified Investor to make decisions concerning the acceptance of offers of transferable securities of that 

person’s behalf without reference to that person. 

• I/we understand that I/we may be required to provide further information in connection with my/our application and 

that failure to provide the requested information may result in my/our application being treated as invalid or in delay of 

confirmation. 

• I/we will immediately notify the Administrator in writing in the event there is a change to any of the information provided 

in relation to this application. 

• I/we declare that I am/we are aged 18 or over. 

• I/we acknowledge that no Participating Shares will be issued until applications for Participating Shares totaling £1 million 

in aggregate have been received under the First Offer and the Second Offer. If applications for Participating Shares to 

this value are not received, the Cell may not proceed and in such case subscription monies received will be returned to 

applicants without interest (which will be applied to meet the costs of the Company incurred in relation to the anticipated 

fund–raising at that point) 

• I/we acknowledge that any application monies representing fractions of £1.00 will be retained by the Cell. 

• I/we hereby acknowledge and agree that subscription monies may immediately, on receipt, be paid in or towards underlying 

investments including the Fund prior to the issue of Participating Shares and prior to my/our admission as a shareholder. 

Until Participating Shares are issued my/our application monies shall rank as an unsecured loan to the Company. 

• I/we understand that the value of shares can go down as well as up, and that upon realisation of the investments, the 

proceeds received may be less than the amount invested. 

• This application form when accepted on behalf of the Company, constitutes an agreement between me/us and 

the Company. 

• This agreement is to be governed by and interpreted in accordance with Guernsey law. 


Email: 

DECLARATION CONTINUED 

• I understand that any costs incurred by the Company or the Cell as a result of my/our failure to transmit cleared funds by 

the latest time provided for in the Cell Particulars shall be borne by myself/us. 

• I/we understand that application monies will be held in a client account once the acknowledgement of a completed 

application form has been sent to me/us. I/we also understand that any interest arising on application monies will accrue 

for the sole benefit of the Cell, rather than me/us as Applicant(s). 

• I/we represent and warrant that I/we am/are not, and that I/we am/are not applying for the account or benefit of any person 

who is a US Person (as defined in Regulation S under the United States Security Act of 1933, as amended) or a citizen or 

resident of the United States and was/were not inside the United States at the time of my/our executing or despatching this 

form, and am/are not applying with a view to re-offering, reselling, transferring or delivering any of the Participating Shares 

which are subject to this application directly or indirectly to, or for the account or benefit of, a person who is a US person or 

US citizen or resident or the United States or a person otherwise prevented by legal or regulatory restrictions from applying 

for Participating Shares. 

• I/we consent to the processing of personal data given in relation to this application and acknowledge and accept that 

the Administrator may in order to fulfil its duties to the Company and comply with regulatory requirements: (i) retain 

such personal data for prescribed periods after the redemption of the Participating Shares subscribed for; (ii) transfer 

such information to applicable tax authorities including the UK Inland Revenue and the Administrator of Income Tax, the 

Directors, Investment Manager, Investment Advisor and legal adviser or any agent of the Company entitled to receive such 

information; and (iii) transfer such personal data to any person or entity to which the Administrator has a legal obligation to 

disclose such information. 

• I/we represent and warrant that I/we am/are not (a) person(s) otherwise prevented by legal or regulatory restrictions from 

applying for Participating Shares in the Cell nor acting on or behalf of any such person(s) on a non-discretionary basis. 

• I/we represent and warrant that I/we am/are entitled to invest in Participating Shares without violating any laws applicable 

to me/us. 


Signature: Please print name: Date: 


34 

SECTION 3 

VERIFICATION FOR INDIVIDUALS 

Email: 

THE ADMINISTRATOR NEEDS TO VERIFY THE IDENTITY AND ELIGIbILITY OF INDIVIDUALS 

INVOLVED IN MAKING AN APPLICATION FOR PARTICIPATING SHARES. PLEASE SEND wITH 

THE APPLICATION FORM: 

EITHER: 

A a “Letter of Introduction”, in the form of Section 5 of this Application Form, from an IFA or other regulated person (such as 

a solicitor or accountant) who is a member of a regulatory authority in one of the jurisdictions listed on the last page of this 

Application Form and is required to comply with anti money laundering regulations in that jurisdiction; 

OR: 

b 1. a certified copy of the passport or national identity card of the individual, bearing a photo. Copies should be certified as 

described on the first page of this Application Form; and 

2. a certified copy of a utility bill (no more than three months old) in the name of the individual; and 

3. a statement regarding the source of funds being invested in the Cell (e.g. savings, employment income, investment 

proceeds); and 

4. if the Applicant is an individual, information regarding the Applicant’s expertise, experience and knowledge so as to 

give us reasonable assurance that the Applicant is capable of making its own investment decisions and understanding 

the risks involved. we should normally be able to make our assessment on the basis of a description of: 

(a) your current or most recent occupation, 

(b) any university degrees or professional qualifications which you hold, 

(c) any current company directorships you hold or have held in the last five years, 

(d) any companies in which you hold shares, detailing which ones are listed and which unlisted, 

(e) any investments you have made in the last five years that are comparable to the Company (for example EIS, VCT), 

and 

(f) any investment network or syndicate of business angels in which you have been involved for at least six months prior 

to the date you sign the Application Form. 

PLEASE USE A SEPARATE SHEET TO PROVIDE THIS OR ANY OTHER INFORMATION wHICH YOU 

bELIEVE wOULD ALLOw US TO UNDERTAKE OUR ASSESSMENT. 


SECTION 4 

PAYMENTS 

Email: 

FORMS OF PAYMENT 

PLEASE EITHER 

Enclose a cheque or banker’s draft for the amount shown in Section 1 (for individual applicants) or Section 6 (for applicants 

that are trusts, corporations or partnerships) made payable to ”JTC FSG re Foresight Inv Client a/c”. Cheques should be 

crossed “account payee only”; 

Cheques must be honoured on first presentation. A separate cheque must accompany each application. No receipt for your 

payment will be issued. The cheque or banker’s draft must be drawn in sterling. A personal cheque drawn by someone other 

than the Applicant may be used, in which case the Applicant’s full name and address should be written on the back of the other 

person’s cheque and the verification requirements in Section 3 must be met for the other person as well as the Applicant. If you 

pay by a building society cheque or banker’s draft, you should write the name, address and date of birth of the Applicant on the 

back of the cheque or banker’s draft. If the Applicant is a corporation, trust or partnership, the cheque must be drawn on an 

account held in the corporation, trust or partnership’s name. 

OR 

If you wish to invest by electronic funds transfer, complete the instruction overleaf and send it to your bank. Include a copy of it 

when sending the Application Form. 

Note: If the Applicant is a corporation, trust or partnership, the payment must be sent from an account held in the corporation, 

trust or partnership’s name. 

Email: 

bANK ACCOUNT DETAILS 

Please provide details of the account to which the Company should pay dividends and redemptions by electronic funds transfer. 

If no details are given, dividends and redemption proceeds will be sent by cheque. 

Account Name: Account No: 

Name of bank: Sort Code (UK banks): 

IbAN No (Non UK banks): SwIFT No (Non UK banks): 

Address of bank: 

Telephone: 

Post Code: 


36 

SECTION 4 PAYMENTS 

Email: 

FORM OF INSTRUCTION TO YOUR bANK 

If you wish to pay by electronic funds transfer, complete this page and send to your bank. Include a copy of the completed page 

when returning your Application Form. 

Email: 

ENTER DETAILS OF THE ACCOUNT FROM wHICH PAYMENT SHOULD bE MADE 

To: (Name and address of your bank/building society): 


Sort code (if UK bank): 

Account name: Account no: 

ENTER YOUR INVESTMENT AMOUNT bELOw 

Please remit the sum of £ net of all charges by electronic funds transfer to the account below 

when making the payment, please quote my full name as a reference. 

Email: 

TICK ONE bOX bELOw 

Tick either 

q to pay by CHAPS 

(only for payments from UK banks/buildings societies) 

bank: AbN AMRO (Guernsey) Limited 

Sort code: 60–91–65 

Account name: JTC FSG re Foresight Inv Client a/c 

Account no: 10503594 

IbAN: Gb67MEES60916550359401 

Signature(s): Name of signatory(ies): Date: 


or 

q to pay by SwIFT 

bank: AbN AMRO (Guernsey) Limited 

SwIFT code: MEESGGSPXXX 

Account name: JTC FSG re Foresight Inv Client a/c 

IbAN: Gb67MEES60916550359401

SECTION 5 

LETTER OF INTRODUCTION 

Email: 

TO bE COMPLETED bY THE APPLICANT’S FINANCIAL ADVISER AND ADDRESSED TO JTC FUND SERVICES 

(GUERNSEY) LIMITED, LA PLAIDERIE HOUSE, LA PLAIDERIE, ST. PETER PORT, GUERNSEY, GY1 1wF 

Firm Name: Contact Name: 

Firm Address: 

Telephone: 

Email: 

Regulated entity number or FSA registration no: 

Email: 

wE CERTIFY THAT 

1. we have undertaken an adequate assessment of the Applicant’s expertise, experience and knowledge such 

as to give reasonable assurance to Foresight and the Administrator in the light of the nature of the transactions 

or services envisaged that the Applicant is capable of making its own investment decisions and understanding 

the risks involved in subscribing for Participating Shares. 

2. we have applied customer due diligence measures on a risk-sensitive basis in respect of the Investor to 

the standard required by The Money Laundering Regulations 2007 within the guidance for the UK 

Financial Sector issued by the Joint Money Laundering Steering Group (see notes below) or by the Criminal 

Justice (Proceeds of Crime) (Financial Services businesses) (bailiwick of Guernsey) Regulations and we 

certify that: 

a. the beneficial owner is the Applicant OR insert details: 

b. i. we have identified and verified the identity of the Applicant on the basis of reliable and independent source 

documents, data and information; 

ii. where there is a beneficial owner who is not the Applicant, we have identified the beneficial owner 

and have taken adequate measures, on the basis of reliable and independent source documents, data 

and information, to verify the beneficial owner’s identity so that we know who the beneficial owner is, 

including, in the case of a legal person, trust or similar arrangement, measures to understand the 

ownership and control structure of the person, trust or arrangement and the identity of the beneficial 

owner; and 

iii. we have obtained information on the Applicant’s occupation and the source of funds to be used for 

the Applicant’s proposed subscription for Participating Shares. 

PLEASE COMPLETE AND SIGN OVERLEAF 


38 

SECTION 5 LETTER OF INTRODUCTION 

Email: 

wE CERTIFY (CONTINUED) 

3. we understand that Administrator has obligations under the Criminal Justice (Proceeds of Crime) (Financial Services 

businesses) (bailiwick of Guernsey) Regulations, as set out on page 11 of the Scheme Particulars, and we will cooperate 

with the Administrator in the event of a request for copies of the due diligence materials we hold in respect of the 

Applicant, and that we will provide the same within 2 business Days of a request. we acknowledge and agree that 

such request may cause us to request additional information from the Applicant (see notes below), and that the 

Administrator reserves the right to contact the Applicant directly in the event that all information is not provided 

within the above timeframe. We confirm that both we and the Applicant are aware of and understand that failure 

to provide the information requested may cause the Administrator to take the steps noted on page 11 of the 

Scheme Particulars. 

4. At any time during the lifetime of the Cell, we will advise the Administrator immediately should our relationship with the 

Applicant terminate. 

TO bE SIGNED bY ADVISER 


Notes: The Administrator’s obligation under the Criminal Justice (Proceeds of Crime) (Financial Services businesses) (bailiwick of 

Guernsey) Regulations extends from the point of a request to subscribe for Participating Shares in respect of an Applicant, through 

to the point the Participating Shares are redeemed. It should be noted that one or more requests for due diligence information may 

be made at any time during that period. 

In the event the Administrator requests information from an Introducer in respect of an Applicant, such request will be made in 

accordance with The Criminal Justice (Proceeds of Crime) (Financial Services businesses) (bailiwick of Guernsey) Regulations (and 

any amendment thereto). where the information obtained by an Introducer in compliance with The Money Laundering Regulations 

2007 within the guidance for the UK Financial Sector issued by the Joint Money Laundering Steering Group is insufficient to meet 

the needs of the Administrator, the Introducer will be required to obtain the additional information. 

COMMISSION wAIVER 

Complete both boxes below to indicate how much of the 3% commission should be paid to the adviser and how much 

should be rebated to the applicant in the form of Additional Shares 

Pay to adviser % 

waive for additional shares % 

Total 3% 


SECTION 6 COMPLETE THS SECTION IF APPLICANT 

IS A TRUST, CORPORATION OR PARTNERSHIP 

Email: 

APPLICANT IS A CORPORATION 

Date of incorporation: 

Name of corporation (registered): 

Correspondence address: 

Post code: Country: 

Telephone: 

Email: 

Email: 

APPLICANT IS A TRUST 

Date trust established: 

Name of trust: 

Registered/incorporation no. of trust: 

Country in which trust is established/registered: 

Names of all trustees : 

Correspondence (registered) address: 


Contact name: 

Telephone: 

Email: 


40 

SECTION 6 COMPLETE THS SECTION IF APPLICANT IS A TRUST, CORPORATION OR PARTNERSHIP 

Email: 

APPLICANT IS A PARTNERSHIP 

Date partnership established: 

Name of partnership (registered): 

Correspondence (registered) address: 


Contact name: Telephone: 

Fax: Email: 

FIRST OFFER - MINIMUM £10,000 


Please tick here if the applicant is resident in Guernsey for tax purposes q 

we wish to invest the above amount in the Foresight Environmental Cell of Foresight Investments PCC Limited on the basis of the 

Scheme Particulars and the Cell Particulars under the terms of the First Offer or the Second Offer. 

AUTHORISED PERSON 1 


AUTHORISED PERSON 2 


Information such as annual reports of the Cell will be sent by email to the email address shown above. If you prefer to receive paper 

copies please tick this box. q 

Note: 

* The minimum amount under the SECOND OFFER is reduced to £10,000 if the Applicant is: 

(a) one of up to 99 persons to whom the Second Offer was specifically made or directed by Foresight with a statement to that effect 

clearly affixed to the Application Form; or 

(b) a Qualified Investor acting on its own behalf or on behalf of a person who has engaged the Qualifying Investor to act as his agent 

on terms which enable the Qualified Investor to make decisions concerning the acceptance of offers of transferable securities on 

that person’s behalf without reference to that person. 


SECOND OFFER - MINIMUM £43,500* 

Investment amount: £

SECTION 7 VERIFICATION FOR TRUSTS, 

CORPORATIONS AND PARTNERSHIPS 

Email: 

THE ADMINISTRATOR NEEDS TO VERIFY THE IDENTITY AND ELIGIbILITY OF TRUSTS, COMPANIES 

AND PARTNERSHIPS MAKING AN APPLICATION FOR PARTICIPATING SHARES. PLEASE SEND wITH 

THE APPLICATION FORM: 

EITHER 

(a) a “Letter of Introduction”, in the form of Section 5 of this Application Form, from an IFA or other regulated person 

(such as a solicitor or accountant) who is a member of a regulatory authority in one of the jurisdictions listed on the last 

page of this Application Form and is required to comply with anti money laundering regulations in that jurisdiction; 

OR 

(b) The information listed in the remainder of this section 7. 

Email: 

IF THE APPLICANT IS A TRUST, PLEASE PROVIDE THE FOLLOwING INFORMATION: 

• First page of the trust deed (not the title page), which should show the date the trust was established 

• If the trustee is an individual(s), details for each trustee as requested in Section 3 “Verification for Individuals” 

• If the trustee is a corporation, jurisdiction in which regulated and regulatory reference number. 

• Evidence of legal status of the trust 

• Type of trust (discretionary/non discretionary/unit) 

• Names of: 

(a) Settlor 

(b) Current beneficiaries 

(c) Protector 

• Name of party with power under the trust deed to change the beneficiaries of the trust 

• The purpose for which the trust was established 

• The source of wealth used to establish the trust, as evidenced by the identification of the payor and the source of proceeds 

paid to settle the trust (e.g. savings, employment income, investment proceeds) 

• Copy of authorised signatory list 

• Details as requested in Section 3 “Verification for Individuals” for each person signing the Application Form (not required 

if the trustee is a corporation and the signatory is an employee of the trustee). 


42 

SECTION 7 VERIFICATION FOR TRUSTS, CORPORATIONS AND PARTNERSHIPS 

Email: 

IF THE APPLICANT IS A CORPORATION/COMPANY, PLEASE PROVIDE THE FOLLOwING INFORMATION: 

FINANCIAL SERVICE bUSINESS REGULATED IN ONE OF THE JURISDICTIONS LISTED ON THE 

LAST PAGE OF THIS APPLICATION FORM 

• Identification of jurisdiction in which regulated and regulatory reference number. 


• Details as requested in Section 3 “Verification for Individuals” for each person signing the Application Form (not required if 

the signatory is an employee of the corporation/company). 

A COMPANY QUOTED ON A RECOGNISED STOCK EXCHANGE OR A SUbSIDIARY OF SUCH A COMPANY 

• Identification of stock exchange on which company is listed and listing reference number 


• Details as requested in Section 3 “Verification for Individuals” for each person signing the Application Form (not required if 

the signatory is an employee of the corporation/company). 

ALL OTHER COMPANIES OR OTHER CORPORATE ENTITIES 

• Certified copy of the company’s certificate of incorporation, the memorandum & articles of association, or equivalent 

constitutive documents 

• Certified copy of the passport or national identity card of each company employee authorised to instruct on this account 

• Certified copy of share register/unitholders 

• Certified list of directors 

• Certified authorised signatory list 

• The source of funds being invested in the Cell (e.g. savings, employment income, investment proceeds) 

• Details as requested in Section 3 “Verification for Individuals” for all signatories who are authorised to instruct on the 

account and for any beneficial owners holding more than 25% of the company’s share capital. 

Email: 

IF THE APPLICANT IS A PARTNERSHIP, PLEASE PROVIDE THE FOLLOwING INFORMATION: 

• Certified copy of the partnership agreement 

• Certified list of all the partners 

• Certified copy authorised signatory list 

• The source of funds being invested in the Cell (e.g. savings, employment income, investment proceeds) 

• Details as requested in Section 3 “Verification for Individuals” for all partners. 

• Details as requested in Section 3 “Verification for Individuals” (at b 1. and 2. only) for all signatories. 


JURISDICTIONS 

THE FOLLOwING COUNTRIES AND 

TERRITORIES ARE REGARDED bY THE 

GUERNSEY FINANCIAL SERVICES 

COMMISSION AS HAVING EQUIVALENT 

REGULATIONS TO GUERNSEY FOR ANTI- 

MONEY LAUNDERING PURPOSES wHICH 

MEANS THAT FINANCIAL SERVICES 

bUSINESSES REGULATED IN THESE 

JURISDICTIONS MAY bE TREATED FOR 

THE PURPOSES OF THIS APPLICATION 

FORM AS IF THEY wERE LOCAL 

FINANCIAL SERVICES bUSINESSES: 

Austria 

Australia 

belgium 

Canada 

Denmark 

Finland 

France 

Germany 

Gibraltar 

Greece 

Hong Kong 

Iceland 

Ireland 

Isle of Man 

Italy 

Japan 

Jersey 

Luxembourg 

Netherlands 

New Zealand 

Norway 

Portugal 

Singapore 

South Africa 

Spain 

Sweden 

Switzerland 

United Kingdom 

United States of America

Foresight Group 

La Plaiderie House 

La Plaiderie 

St Peter Port 

Guernsey 

GY1 1wF 

Channel Islands 

t: +44 (0) 1481 702400 

f: +44 (0) 1481 702407 

www.foresightgroup.eu 

This publication is printed on paper sourced from certified sustainable forests. 

Designed and produced by Fat Media.

FORESIGHT INVESTMENTS PCC LIMITED - Foresight Group

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