Publication of a Circular

Foresight Solar & Technology VCT plc
LEI: 21380013CXOR8N6OD977

Publication of a Circular

Following the payment on 22^nd March 2023 by Foresight Solar & Technology VCT plc (the “Fund”) of a first special dividend of £45,700,000 to its Ordinary Shareholders after the successfully completing the sale of its entire portfolio of solar assets, equivalent to 132 pence per Ordinary Share (“the First Special Dividend”) the Fund has today issued a circular to shareholders (the “Circular”) convening a General Meeting and Class Meetings to be held at 10.30 a.m. on 5^th July 2023 (the “Meetings”) tabling Resolutions which, if approved by Shareholders and taken together, would result in the closure of the Ordinary Share Fund following the payment of a proposed second special dividend of approximately £1,900,000 to its Ordinary Shareholders (“the Second Special Dividend”) by the:

• Redesignation of a pro rata number of Ordinary Shares for each Ordinary Shareholder, equal in value to the nominal Ordinary Share capital and other non-distributable reserves of approximately £600,000 as FWT Shares with an aggregate net asset value of approximately £600,000;
  
  
• Redesignation of the remaining Ordinary Shares as Deferred Convertible Preferred Shares (“DCP Shares”);
  
  
• Payment of the Second Special Dividend to its Ordinary Shareholders amounting to approximately 5.5p per Ordinary Share and, in aggregate, as a class, to approximately £1,900,000 which would be paid on or around Tuesday 25th July 2023 to Ordinary Shareholders on the register on Friday 30th June 2023 (before the redesignation of Ordinary Shares as FWT Shares and DCP Shares);
  
  
• Attribution of £2 plus the benefit of certain overseas claims, currently attributed to the Ordinary Shares, to the DCP Shares;
  
  
• Attribution to and pooling with the other assets attributable to the FWT Shares of the remaining assets attributable to the Ordinary Shares of approximately £600,000; and
  
  
• Consequential amendments to the Company’s articles of association.
  
  

The Company is unable to distribute the residual nominal Ordinary Share capital of approximately £350,000 and additional non-distributable reserves of approximately £250,000 without compromising the VCT tax reliefs attributable to New FWT Shares issued within three years of such a distribution and breaching Companies Act 2006 restrictions respectively.

As the Company has been raising FWT Share capital within the last three years and will continue to do so, a distribution of the residual nominal Ordinary Share capital now or in the foreseeable future is not feasible as this would prejudice some existing FWT Shareholders and those Ordinary Shareholders who want to reinvest some or all of their share of the First Special Dividend and/or the Second Special Dividend in FWT Shares under the current offer of FWT Shares.

Therefore, subject to the passing of the Resolutions, the Board proposes that, following payment of the First Special Dividend and the. Second Special Dividend the Ordinary Share Fund be closed, in summary, by the transfer of the remaining cash assets in the Ordinary Shares Fund, amounting to approximately £600,000, to the FWT Share Fund and, in consideration for this transfer, a pro rata number of existing Ordinary Shares will be redesignated as FWT Shares equal in value to approximately £600,000, in aggregate, based on the latest available net asset value of a FWT share as adjusted, as the Board considers appropriate, following the passing of the Resolutions. The remaining Ordinary Shares will be redesignated as DCP Shares with a continuing entitlement to the benefit of certain overseas claims brought by the Fund against the Spanish and Italian Government for the benefit of its Ordinary Shareholders some years ago. The DCP Shares will carry no meaningful rights except that if the Fund should receive a pay out from these overseas claims before a long stop date, the DCP shares will automatically be redesignated as FWT Shares equal in value to the pay-out received based on the net asset value of a FWT Share on or about the date of receipt.

An amount of the sale proceeds was held back from the First Special Dividend in order to leave the Ordinary Share class with the minimum residual market value necessary to retain the listing of the Ordinary Shares on the London Stock Exchange until the Ordinary Shares Fund is closed. The retention of the listing of the Ordinary Shares until the closure of the Ordinary Shares Fund is a condition of the Company’s continuing status as a venture capital trust. Further details of the Resolutions and the rationale for their proposition are set out in the Circular.

The full proposed timetable is set out below.

Dealings suspended for the ordinary shares	7:30 am on Wednesday 28th June 2023
Ex-dividend date for the entitlement to the Second Special Dividend	7:30 am on Thursday 29th June 2023
Record Date for the entitlement of Ordinary Shareholders to the Second Special Dividend	6.00 pm on Friday 30th June 2023
Record Date for the entitlement of holders of Ordinary Shares to their new holdings of FWT Shares and DCP Shares	6.00 pm on Friday 30th June 2023
Latest time and date for receipt of forms of proxy for the General Meeting, Ordinary Share FWT Share Class Meeting	10.30 a.m., 10.35 a.m. and 10.40 a.m. respectively on Monday 3rd July 2023
General Meeting of the Company	10:30 am on Wednesday 5th July 2023
Class Meeting of the holders of Ordinary Shares	10.35 am on Wednesday 5th July 2023
Class Meeting of the holders of FWT Shares	10.40 am on Wednesday 5th July 2023
Announcement of the results of the Meetings	Wednesday 5th July 2023
First FWT Calculation Date	Wednesday 5th July 2023
Date on which the Company announces the numbers of New FWT Shares and DCP Shares arising from the redesignation of Ordinary Shares	Wednesday 5th July 2023
CREST accounts credited with the New FWT Shares	Friday 7th July 2023
Dispatch of share certificates for New FWT Shares and DCP Shares	by Friday 21st July 2023
Expected date of the payment of the Second Special Dividend	by Tuesday 25th July 2023

If any of the above times and/or dates materially change, the revised times and/or dates will be notified to Shareholders by an announcement through the Regulatory Information Service of the London Stock Exchange.

The Circular has been submitted to the Financial Conduct Authority and shall shortly be available for download from the Foresight website (www.foresightgroup.eu) and the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).

For further information please contact:

Gary Fraser, Foresight Group: 020 3667 8181