Merger Announcement

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: Foresight 4 VCT PLC via Thomson Reuters ONE [HUG#1553115]
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