Merger Announcement

 
TIDMAQT3 
 
JOINT ANNOUNCEMENT 
 
FORESIGHT 4 VCT PLC ("FORESIGHT 4") 
FORESIGHT CLEARWATER VCT PLC ("FORESIGHT CLEARWATER") 
FORESIGHT 5 VCT PLC ("FORESIGHT 5") 
ACUITY VCT 3 PLC ("ACUITY 3") 
 
POSSIBLE  MERGER  PURSUANT  TO  SCHEMES  OF  RECONSTRUCTION  UNDER  S.110 OF THE 
INSOLVENCY ACT 1986 
 
The boards of Foresight 4, Foresight Clearwater, Foresight 5 and Acuity 3, which 
are  all managed  by Foresight  Group, are  pleased to  announce that  they have 
reached  agreement in principle on terms to merge the four companies. The merger 
is  intended  to  achieve,  amongst  other  things, cost savings, administration 
efficiency and the potential for more diverse portfolios through the creation of 
a significantly enlarged VCT to provide benefits for all shareholders. 
 
The  intention is that the proposed merger will be completed pursuant to schemes 
of reconstruction under s.110 of the Insolvency Act 1986. A merger on this basis 
will be outside the provisions of The City Code on Takeovers and Mergers. 
 
The  intention  is  that  Foresight  Clearwater  will  transfer  its  assets and 
liabilities  to Foresight 4 in consideration for new Foresight 4 ordinary shares 
to be issued to Foresight Clearwater shareholders. 
 
The  intention is that  Foresight 5 will transfer  its assets and liabilities to 
Foresight 4 in consideration for a new class of Foresight 4 C ordinary shares to 
be issued to Foresight 5 shareholders. 
 
The  intention  is  that  Acuity  3 will  transfer its assets and liabilities to 
Foresight 4 in consideration for a new class of Foresight 4 C ordinary shares to 
be issued to Acuity 3 shareholders. 
 
Each  acquisition will require the approval  of the shareholders of the relevant 
companies, will be completed on a relative net asset value basis and will not be 
conditional  on the  other acquisitions  proceeding. The  Foresight 4 C ordinary 
shares  fund created is intended to be  managed separately from the Foresight 4 
ordinary  shares fund  for a  period of  three years  to allow the portfolios of 
Foresight 5 and Acuity 3 to mature prior to being subsequently merged. 
 
Formal  proposals,  including  the  procedure  for  shareholders  to vote on the 
proposals,  will be provided  to shareholders of  all the relevant companies, at 
which point, a further announcement will be made. 
 
Enquiries: 
 
Gary Fraser 
Foresight Fund Managers Limited, 
Company Secretary 
Tel [phone] 
 
7 October 2011 
 
 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Acuity VCT 3 PLC via Thomson Reuters ONE 
 
[HUG#1553130]