Merger Announcement
October 07 2011 - 11:40AM
UK Regulatory
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 01732 471 800
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
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