Publication of Circular

JOINT ANNOUNCEMENT - PUBLICATION OF CIRCULAR

FORESIGHT VCT PLC ("FORESIGHT 1") & FORESIGHT 2 VCT PLC ("FORESIGHT 2")
(TOGETHER "THE COMPANIES" AND EACH A "COMPANY")

6 SEPTEMBER 2011

JOINT CIRCULAR TO SHAREHOLDERS OF THE COMPANIES AND NOTICES OF GENERAL MEETINGS

SUMMARY

The  boards of Foresight 1 and Foresight 2 have today issued a joint circular to
their shareholders containing proposals to:

  * create  and authorise  the issue  of infrastructure  shares ("Infrastructure
    Shares");
  * cancel Infrastructure Share premium;
  * approve related party transactions; and
  * approve enhanced buyback schemes.


These  proposals require  the approval  of shareholders  and are being sought at
meetings  of the  Companies to  be held  on 30 September  2011 at the offices of
Martineau, 35 New Bridge Street, London EC4V 6BW.

INFRASTRUCTURE SHARES

The  boards propose to  offer for subscription  to existing shareholders and new
investors  a new  class of  Infrastructure Shares  ("Offer"). The proposed Offer
will  be a joint share issue by the  Companies to raise, in aggregate, up to £30
million  to  be  invested  in  accordance  with  the investment policies of each
Company.

The  investment  strategy  and  management  arrangements  for the Infrastructure
Shares  fund will be the same for each Company. Although it is intended that the
funds raised will be co-invested, each Company's Infrastructure Shares fund will
be managed as a separate pool of assets within each Company.

Investment  in infrastructure  (which includes  economic infrastructure, such as
roads, water, energy distribution and social infrastructure) has become accepted
by  many pension funds and other institutional investors as a recognised part of
their  portfolio. Infrastructure  may be  thought of  as a  sector which,  to an
extent,  is protected from competition, either  due to natural monopolies, long-
term  contracts, regulation or concessions granted  by public authorities. It is
an  investment class which  can offer diversification  away from the traditional
mix  of equities, bonds and  real estate, and is  sometimes seen as a protection
against  volatility and inflation. The boards aim to make this investment sector
accessible to private investors through the Offer, taking advantage of Foresight
Group LLP's capacity to find, invest in and manage infrastructure opportunities.

Raising  further funds by way of a new share class will allow the normal running
costs of each Company (a number of which are fixed) to be spread across a larger
asset   base,   thereby  benefiting  existing  shareholders  who  will  then  be
responsible for a smaller proportion of the fixed costs of the Company

In  order to launch the  Offer, approval from shareholders  is required to amend
the  articles of  association of  each Company  to provide  for the new class of
Infrastructure  Shares, to authorise the board to issue such shares (having dis-
applied pre-emption rights) and enter into promotion, management and performance
incentive  arrangements for the Infrastructure Shares fund which are regarded as
related party transactions with Foresight Group LLP (as further detailed below).
In addition, each board is seeking shareholder approval to make market purchases
of  Infrastructure Shares from time to time, as well as cancel the share premium
which  will  be  created  on  the  issue  of the Infrastructure Shares to create
reserves to be used for general corporate purposes.

RELATED PARTY TRANSACTIONS

Foresight  Group  LLP  will  be  appointed  as  the promoter to the Offer and as
investment manager to the Infrastructure Shares fund.

With regard to its appointment as the promoter to the Offer, Foresight Group LLP
will  be paid a commission of 5.5% of  the gross proceeds raised, from which all
costs  and expenses  of the  Offer will  be paid  including initial intermediary
commission  but excluding trail commission. Any costs  above this will be met by
Foresight Group LLP.

Foresight  Group  LLP's  appointment  as  investment  manager  in respect of the
Infrastructure Shares fund will be on the following terms for each Company:

  * An  annual management fee of an amount equivalent to 1.75% of the net assets
    of  the  Infrastructure  Shares  fund  (calculated  and payable quarterly in
    advance, together with any applicable VAT).

  * Performance   incentive   fees  of  an  amount  equal  in  value  to  15% of
    Distributions  made to  the holders  of Infrastructure  Shares in  excess of
    100p per Infrastructure Share (issued under the Offer and remaining in issue
    at  the date  of calculation).  No payment  of the performance incentive fee
    will  be made  to Foresight  Group LLP  until Distributions  exceed 100p per
    Infrastructure  Share (issued under the Offer  and remaining in issue at the
    date  of calculation). The performance incentive  fee may, at the discretion
    of  the board, be satisfied wholly or partly  in cash or by the issue of new
    Infrastructure Shares (subject to the issue of shares not being in breach of
    the Listing Rules of the UK Listing Authority, cause the relevant Company to
    lose  VCT status  or result  in Foresight  Group LLP,  together with concert
    parties,  having  to  make  an  offer  under  the City Code on Takeovers and
    Mergers).  In respect  of an  issue of  new Infrastructure Shares, Foresight
    Group   LLP   will  be  entitled  to  subscribe  at  par  for  a  number  of
    Infrastructure  Shares which,  on issue,  will have  an aggregate  net asset
    value  (using the most recently published net asset value per Infrastructure
    Share in the relevant Company) equal to the amount payable in respect of the
    performance  incentive fee.  Distributions for  these purposes means amounts
    paid by way of dividends, tender offers, share buy-backs relating to an exit
    opportunity,  proceeds on a sale or  liquidation of the relevant Company and
    any  other  proceeds  or  value  received,  or  deemed  to  be  received, by
    Shareholders  in the relevant  Company in respect  of Infrastructure Shares,
    excluding any income tax relief on subscription.

Foresight  Group is  regarded as  a 'related  party' of  each Company  under the
Listing  Rules of  the UK  Listing Authority,  being an  investment manager of a
closed-ended investment fund.

The  above  promotion,  annual  management  fee  and  performance  incentive fee
arrangements  in respect  of the  Offer and  the Infrastructure Shares fund are,
therefore,  related party transactions for each Company and require the approval
of  Shareholders of the relevant Company pursuant to the Listing Rules of the UK
Listing Authority.

FORESIGHT GROUP LLP

Foresight  Group LLP is an alternative asset manager with a 26 year track record
and  specific expertise in infrastructure and  private equity. The team has over
200 years  of collective  investment experience  and combines investors' capital
and  its own hands-on  expertise with the  intention of creating long-term value
and  generating attractive returns for  shareholders. Foresight Group LLP offers
both  private  and  institutional  investors  access  to  a  range of investment
opportunities  and a  comprehensive management  service in  its chosen  areas of
specialisation.

ENHANCED BUYBACK SCHEMES

Following  the positive response from shareholders of Foresight 1 of an enhanced
buyback scheme in respect of its ordinary shares earlier in the year, each Board
intends  to provide  a new  opportunity for  its shareholders to tender ordinary
shares  in its Company and, in  respect of Foresight 2, Foresight 2 "C" ordinary
shares.  The  shares  of  the  relevant  class  of  the relevant Company will be
repurchased at a price equivalent to the latest published NAV per relevant share
class  (less transaction costs) and the proceeds reinvested in new shares of the
relevant  share class  at a  price equivalent  to the  latest published  NAV per
relevant share class.

Each  board will only  proceed in offering  an enhanced buyback  scheme over, in
aggregate  per Company, up  to 10% of the  issued ordinary share  capital in its
Company and/or, in the case of Foresight 2, up to 10% of the issued Foresight 2
"C"  ordinary share capital,  if, and to  the extent permitted  by statutory and
other regulatory provisions and if it considers this to be in the best interests
of the relevant Company.

The  purchase  and  allotment  of  shares  pursuant  to enhanced buyback schemes
require the approval by the shareholders of the relevant Company.

FURTHER INFORMATION

Shareholders  of  both  Companies  will  receive  a  copy  of the joint circular
convening meetings to be held on 30 September 2011 at which shareholders will be
invited  to  approve  resolutions  in  connection  with  the  above proposals as
follows:

Foresight 1 general meeting                        9.00 a.m on 30 September 2011

Foresight 1 ordinary shares class meeting          9.30 a.m on 30 September 2011

Foresight  1 planned  exit  ordinary shares class  9.35 a.m on 30 September 2011
meeting

Foresight 2 general meeting                       10.00 a.m on 30 September 2011

Foresight 2 ordinary shares class meeting         10.30 a.m on 30 September 2011

Foresight 2 "C" shares class meeting              10.35 a.m on 30 September 2011

Foresight  2 planned  exit  ordinary shares class 10.40 a.m on 30 September 2011
meeting

A copy of the joint circular has also been submitted to the UK Listing Authority
and will be shortly available for inspection on both the Foresight Group LLP
website (www.foresightgroup.eu) as well as at the National Storage Mechanism
(www.hemscott.com/nsm.do)
For further information, please contact:

Investment Manager/Company Secretary
Gary Fraser
Foresight Group LLP/Foresight Fund Managers Limited
Telephone: [phone]

Solicitors to the Companies
Kavita Patel
Martineau
Telephone: [phone]

Corporate Finance Adviser to the Companies
John Stephan/Susan Brice
BDO LLP
Telephone: [phone]








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Source: Foresight VCT PLC via Thomson Reuters ONE

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