Update on Proposed Merger

 
TIDMKIV 
 
Update on the Proposed Merger 
 
The Boards of Keydata Income VCT 1 plc ("Keydata 1") and Keydata Income VCT 2 
plc ("Keydata 2") ("together Keydata VCTs") today announce a further update with 
regard to the proposed merger with Foresight VCT plc ("Foresight"). 
 
As stated in the announcement released on 1 September 2010, for the purposes of 
the merger, the underlying value of the assets owned by the Keydata VCTs has 
been considered to be made up of two component parts: the physical valuation of 
the assets (mainly engines and gasification equipment in storage and cash at 
bank) and the future operational value of the assets once they are generating 
electricity and potentially inputting to the National Grid. 
 
In recognition of both the current physical valuation and future operational 
value of these assets, Foresight has proposed that the proceeds of the merger 
for the Keydata VCTs' shareholders should be satisfied in two tranches: 
 
*         Initially, ordinary shares in Foresight VCT will be issued to Keydata 
VCT shareholders based on the value of the net assets of the Keydata VCTs 
(incorporating an adjustment to reflect a reduced valuation of the equipment 
owned by the Keydata portfolio companies assumed by Foresight VCT) and, on this 
adjusted basis, as at 30 June 2010 the value of the investments of the Keydata 
VCTs in their portfolio companies  would have amounted to approximately  GBP3.9 
million and their net assets would have amounted to approximately  GBP3.8 million; 
and 
 
 
*         Further entitlement to additional ordinary shares in Foresight will be 
granted as additional consideration to Keydata VCTs' shareholders depending on 
the performance of the Derby Project.  This additional consideration will be 
issued after 30 September 2013, which will give sufficient time for the plant to 
be built and the assets to achieve necessary performance milestones and will be 
up to  GBP2.6 million in aggregate. 
 
The Boards of the Keydata VCTs anticipate that, if the plant is operationally 
successful, the value of the additional consideration will compensate Keydata 
VCTs shareholders for the difference between the physical valuation of the 
assets at the time of merger and the net asset value of their shares in Keydata 
VCTs at that time (less merger costs). 
 
The maximum consideration comprising the initial consideration and the 
additional consideration which may be paid by Foresight for the acquisition of 
the assets of the Keydata VCTs will not exceed  GBP6.4 million, equivalent to 44p 
per Keydata VCT share. 
 
The Boards of the Keydata VCTs believe that the above structure takes account of 
the current and potential value of the assets of the Keydata VCTs and recognises 
the execution risks that Foresight will be assuming as a consequence of the 
proposed merger. 
 
The Board emphasises that there is no certainty that these terms will be agreed. 
 
It is expected that the merger documentation will be ready to be dispatched to 
all Keydata 1 and Keydata 2 shareholders shortly. 
 
For further information please contact: 
 
 
Gary Fraser, Foresight Group: 01732 471800 
 
 
 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
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Source: Keydata Income VCT 1 plc via Thomson Reuters ONE 
 
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