Foresight 4 VCT Plc Foresight 4 Vct Plc : Tender Offer

 
TIDMFTF 
 
 
   Not for distribution in or into the United States, Canada, Australia, 
South Africa, Japan or the Republic of Ireland. 
 
   Foresight 4 VCT plc 
 
   21 July 2017 
 
   Tender Offer 
 
   The Company has today posted to shareholders of the Company a tender 
offer document (Tender Offer Document) in respect of a tender offer to 
purchase ordinary shares of 1p each in the capital of the Company 
(Shares) having an aggregate value of up to GBP5 million (Tender Offer). 
Terms used in this announcement shall have the same meaning as in the 
Tender Offer Document. 
 
   Introduction 
 
   Shareholders of both the Company and Foresight 3 VCT plc (Foresight 3) 
voted overwhelmingly in favour of merging the two companies, with the 
merger being completed on 22 June 2017 (Merger). As a result, the 
special dividend of 4.0p per Share, which was conditional on the Merger 
becoming effective, was paid on 17 July 2017 to all Shareholders of the 
enlarged entity on the register on 30 June 2017. Having completed the 
Merger and paid the special dividend, the Company now has net assets of 
over GBP72 million. 
 
   The Board is now positioning the Company to take advantage of its 
increased size, cost efficiencies and other strategic benefits. The 
Company is currently seeking to raise funds under the Offer to further 
increase its net assets and be able to take up the investment 
opportunities being seen by Foresight. Shareholders will also recall 
that the Board set out in the Merger circular its intention to make 
available a tender offer post Merger for up to GBP5 million. The Board 
is delighted to be writing today to Shareholders to make this 
opportunity available. 
 
   The Tender Offer 
 
   The Tender Offer is being made to all Shareholders (other than certain 
Overseas Shareholders). Full details of the Tender Offer, including the 
terms and conditions on which it is being made, are set out in the 
Tender Offer Document and on the Tender Form which has been sent to 
Shareholders who hold their Shares in certificated form. 
 
   The Tender Offer involves the following: 
 
 
   --      The Tender Offer is being made to Shareholders (other than certain 
      Overseas Shareholders) for up to a number of Shares (rounded down to the 
      nearest whole number of Shares) equal in value, in aggregate, to GBP5 
      million at the Tender Price. 
 
 
   --       The Tender Price will be an amount equal to 92.5% of the latest 
      published NAV per Share as at the date of the purchase (ie a 7.5% 
      discount to NAV). The Board considers this to be an appropriate discount 
      to take into account the costs of the Tender Offer and balance the 
      interests of selling Shareholders and remaining Shareholders. 
 
 
   --       The number of Shares to which the Tender Offer will apply will be 
      determined by dividing GBP5 million (being the total amount being made 
      available to purchase Shares under the Tender Offer) by the Tender Price, 
      and rounding the result down to the nearest whole number of Shares, 
      subject to a maximum of 8.5 million Shares (representing 8.04% of the 
      Company's issued share capital of 105, 712,831 Shares on 20 July 2017). 
 
 
   --       Each Shareholder will be entitled to have purchased from their 
      holding at the Tender Price under the Tender Offer such percentage (Basic 
      Entitlement Percentage) of their holding of Shares on the Record Date as 
      is equal to the percentage which the total number of Shares to which the 
      Tender Offer will apply bears to the total number of Shares in issue on 
      the Record Date, rounded down to the nearest whole number of Shares (such 
      entitlement being a Shareholder's Basic Entitlement). Shareholders may 
      tender a higher or lower percentage of their holdings but tenders in 
      excess of the Basic Entitlement will only be satisfied to the extent that 
      other Shareholders tender less than their Basic Entitlement. 
 
 
   --       Shareholders (other than certain Overseas Shareholders) will be 
      able to decide whether to continue their existing investment in the 
      Company without tendering any Shares or to tender some or all of their 
      Shares within the overall limit of the Tender Offer. 
 
 
   --       All Shares validly tendered by any Shareholder up to their Basic 
      Entitlement (which represents such Shareholder's pro rata share of the 
      total number of Shares to be acquired under the Tender Offer) will be 
      accepted in full. 
 
 
   --       The Tender Form to be completed by Shareholders who hold their 
      Shares in certificated form contains a box to enable those Shareholders 
      who wish to tender their Basic Entitlement to do so. If you hold your 
      Shares in certificated form and you tick this box, the Company's 
      receiving agent, Computershare Investor Services Limited (Computershare) 
      will calculate your Basic Entitlement on the Record Date. If you wish to 
      tender a different number of Shares to your Basic Entitlement, insert 
      such number of Shares in the alternate box provided on the Tender Form. 
 
 
   --       Shareholders who hold their Shares in uncertificated form (ie in 
      CREST) and who wish to tender their Basic Entitlement should send a TTE 
      instruction through CREST to the basic entitlement member account as set 
      out in the Tender Offer Document. Computershare will calculate your Basic 
      Entitlement on the Record Date and return any excess Shares. If you wish 
      to tender a different number of Shares to your Basic Entitlement, you 
      should send a TTE Instruction through CREST to the alternate member 
      account specifying such number of Shares as set out in the Tender Offer 
      Document. 
 
 
   --       If the aggregate value, at the Tender Price, of the number of 
      Shares validly tendered equates to a value of GBP5 million or less, all 
      such Shares will be accepted and purchased. 
 
 
   --       If the aggregate value, at the Tender Price, of the number of 
      Shares validly tendered equates to more than GBP5 million, tenders will 
      be accepted in the order set out below: 
 
 
   -      all Shares validly tendered by any Shareholder up to their Basic 
Entitlement will be accepted in full; and 
 
   -      all Shares validly tendered by Shareholders in excess of their 
Basic Entitlements will be satisfied in proportion to the number of 
Shares tendered by each Shareholder in excess of their Basic Entitlement 
so as to ensure that the aggregate price paid in respect of all Shares 
purchased under the Tender Offer does not exceed GBP5 million. 
 
 
   --       All successfully tendered Shares purchased and will be cancelled 
      and will not rank for any future dividends. 
 
 
   --       Any rights of Shareholders who choose not to tender their Shares 
      will be unaffected. 
 
 
   --       The Board is making no recommendation to Shareholders in relation 
      to participating in the Tender Offer and Shareholders are recommended to 
      take their own investment, financial andr tax advice. 
 
 
   The Tender Price (based on an unaudited NAV per Share of 68.9p, this 
being the latest published NAV per Share of 72.9p as at the Merger, but 
reduced by the recent special dividend of 4.0p) would be 63.7325p. 
 
   The Tender Price is at a discount to the NAV per Share. The Tender Offer 
is not, therefore, expected to have a dilutive effect on remaining 
Shareholders (assuming a successful take up). The Tender Offer will, 
however, have a dilutive effect on Shareholders to the extent that the 
costs are more than the 7.5% discount to NAV at which the actual number 
of Shares are purchased. 
 
   Shareholders who remain invested should be aware that the Tender Offer 
may (though unlikely) have the effect of increasing their percentage of 
the total share capital in the Company remaining in issue to a level 
above 3%, in which case they will be required to notify the Company 
under the Disclosure Guidance and Transparency Rules of the UK Listing 
Authority. 
 
   Taxation 
 
   The information below and contained in this document is a general guide 
only and is based on UK tax law as well as the practice of HMRC at the 
date of this document in relation to Shareholders who are individuals. 
Shareholders who are in any doubt as to their tax position, or who may 
be subject to tax in a jurisdiction other than the UK, should consult an 
appropriate professional adviser. These comments are not exhaustive and 
do not constitute legal or tax advice. 
 
   The purchase of Shares under the Tender Offer will be regarded as a 
disposal of such Shares. 
 
   The purchase of any Shares that have not been held for five years from 
the date of issue will be subject to clawback of any up-front income tax 
relief obtained on such Shares. In addition, any deferred capital gains 
on the original subscription of the Shares will become chargeable to 
capital gains tax. 
 
   There could be an income tax charge for Shareholders on any excess of 
the Tender Price above the original issue price paid for the Shares. 
Shareholders who do not qualify for VCT tax reliefs may also be subject 
to a capital gains tax charge by the amount that the original issue 
price exceeds the price paid. 
 
   The disposal of shares in a VCT within six months before or after a 
subscription for new shares in the same VCT will result in the amount of 
the investment in the new shares to which VCT tax reliefs are available 
being reduced by an amount equal to the proceeds received on disposal. 
 
   The timing of the purchase of Shares under the Tender Offer has been set 
after the expiry of the five year holding period required to maintain 
up-front income tax relief in respect of Shares issued pursuant to the 
2012 Enhanced Buyback Scheme and Shares issued pursuant to the Merger 
which are originally derived from the Foresight 3 2012 Enhanced Buyback 
Scheme. Shareholders who participated in the 2012 Enhanced Buyback 

Scheme or the Foresight 3 2012 Enhanced Buyback Scheme should, therefore 
be able to participate without prejudicing the up-front income tax 
relief obtained. The Board will consider making further tender offers 
available in which Shares who participated in the 2013 Enhanced Buyback 
Scheme can participate. 
 
   Shareholders who may have participated in the Foresight 3 Top-Up Offer 
or the 2013 Enhanced Buyback Scheme, or who have applied, or intend to 
apply, under the Offer or have acquired Shares in the Company and/or 
Foresight 3 at different times, will need to carefully consider the 
implications of participating in the Tender Offer. 
 
   Further details relating to the taxation implications of participating 
in the Tender Offer are set out in the Tender Offer Document 
 
   Overseas Shareholders 
 
   Shareholders with registered or mailing addresses outside the UK, or who 
are citizens or nationals of, or resident in, a jurisdiction other than 
the UK, should read the Tender Offer Document and the relevant 
provisions of the Tender Form. It is the responsibility of all Overseas 
Shareholders to satisfy themselves as to the observance of any legal 
requirements in their jurisdiction, including, without limitation, any 
relevant requirements in relation to the ability of such holders to 
complete and return a Tender Form. 
 
   Expected Timetable 
 
 
 
 
Tender Offer opens                                                21 July 2017 
Tender Offer closes - latest time and date for receipt         1.00 p.m. on 20 
 of Tender Forms and TTE Instructions                           September 2017 
Record Date for Tender Offer                                 close of business 
                                                               on 20 September 
                                                                          2017 
Announcement of the results and take up level under            8.00 a.m. on 22 
 the Tender Offer                                               September 2017 
Completion of purchase of Shares under the Tender            22 September 2017 
 Offer 
Settlement date for the Tender Offer: cheques dispatched,      by 29 September 
 assured payments made through CREST                                      2017 
CREST accounts credited for revised holdings of Shares         by 29 September 
                                                                          2017 
Dispatch of balance Share certificates for unsold              by 29 September 
 Ordinary Shares                                                          2017 
 
 
   If any of the above times and/or dates change, the revised times and/or 
dates will be notified to Shareholders by an announcement through the 
Regulatory Information Service of the London Stock Exchange. 
 
   Further Information 
 
   A copy of the Tender Offer Document has been submitted to the National 
Storage Mechanism and will shortly be available for inspection at 
www.morningstar.co.uk/uk/NSM. 
 
   Additional copies of these documents are available on the following 
website (www.foresightgroup.eu) and may be also obtained on request from 
the Company's registered office at: 
 
   c/o Foresight Group LLP 
 
   The Shard 
 
   32 London Bridge Street 
 
   London 
 
   SE1 9SG 
 
   Enquiries: 
 
   Gary Fraser 
 
   Foresight Group LLP 
 
   Tel: [phone] 
 
 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Foresight 4 VCT PLC via Globenewswire 
 
 
  http://www.foresightgroup.eu/ 
 

(END) Dow Jones Newswires

July 21, 2017 08:16 ET (12:16 GMT)

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