Not for distribution in or into the United States, Canada, Australia, South Africa, Japan or the Republic of Ireland.
Foresight 4 VCT plc
21 July 2017
Tender Offer
The Company has today posted to shareholders of the Company a tender offer document (Tender Offer Document) in respect of a tender offer to purchase ordinary shares of 1p each in the capital of the Company (Shares) having an aggregate value of up to £5 million (Tender Offer). Terms used in this announcement shall have the same meaning as in the Tender Offer Document.
Introduction
Shareholders of both the Company and Foresight 3 VCT plc (Foresight 3) voted overwhelmingly in favour of merging the two companies, with the merger being completed on 22 June 2017 (Merger). As a result, the special dividend of 4.0p per Share, which was conditional on the Merger becoming effective, was paid on 17 July 2017 to all Shareholders of the enlarged entity on the register on 30 June 2017. Having completed the Merger and paid the special dividend, the Company now has net assets of over £72 million.
The Board is now positioning the Company to take advantage of its increased size, cost efficiencies and other strategic benefits. The Company is currently seeking to raise funds under the Offer to further increase its net assets and be able to take up the investment opportunities being seen by Foresight. Shareholders will also recall that the Board set out in the Merger circular its intention to make available a tender offer post Merger for up to £5 million. The Board is delighted to be writing today to Shareholders to make this opportunity available.
The Tender Offer
The Tender Offer is being made to all Shareholders (other than certain Overseas Shareholders). Full details of the Tender Offer, including the terms and conditions on which it is being made, are set out in the Tender Offer Document and on the Tender Form which has been sent to Shareholders who hold their Shares in certificated form.
The Tender Offer involves the following:
- all Shares validly tendered by any Shareholder up to their Basic Entitlement will be accepted in full; and
- all Shares validly tendered by Shareholders in excess of their Basic Entitlements will be satisfied in proportion to the number of Shares tendered by each Shareholder in excess of their Basic Entitlement so as to ensure that the aggregate price paid in respect of all Shares purchased under the Tender Offer does not exceed £5 million.
The Tender Price (based on an unaudited NAV per Share of 68.9p, this being the latest published NAV per Share of 72.9p as at the Merger, but reduced by the recent special dividend of 4.0p) would be 63.7325p.
The Tender Price is at a discount to the NAV per Share. The Tender Offer is not, therefore, expected to have a dilutive effect on remaining Shareholders (assuming a successful take up). The Tender Offer will, however, have a dilutive effect on Shareholders to the extent that the costs are more than the 7.5% discount to NAV at which the actual number of Shares are purchased.
Shareholders who remain invested should be aware that the Tender Offer may (though unlikely) have the effect of increasing their percentage of the total share capital in the Company remaining in issue to a level above 3%, in which case they will be required to notify the Company under the Disclosure Guidance and Transparency Rules of the UK Listing Authority.
Taxation
The information below and contained in this document is a general guide only and is based on UK tax law as well as the practice of HMRC at the date of this document in relation to Shareholders who are individuals. Shareholders who are in any doubt as to their tax position, or who may be subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser. These comments are not exhaustive and do not constitute legal or tax advice.
The purchase of Shares under the Tender Offer will be regarded as a disposal of such Shares.
The purchase of any Shares that have not been held for five years from the date of issue will be subject to clawback of any up-front income tax relief obtained on such Shares. In addition, any deferred capital gains on the original subscription of the Shares will become chargeable to capital gains tax.
There could be an income tax charge for Shareholders on any excess of the Tender Price above the original issue price paid for the Shares. Shareholders who do not qualify for VCT tax reliefs may also be subject to a capital gains tax charge by the amount that the original issue price exceeds the price paid.
The disposal of shares in a VCT within six months before or after a subscription for new shares in the same VCT will result in the amount of the investment in the new shares to which VCT tax reliefs are available being reduced by an amount equal to the proceeds received on disposal.
The timing of the purchase of Shares under the Tender Offer has been set after the expiry of the five year holding period required to maintain up-front income tax relief in respect of Shares issued pursuant to the 2012 Enhanced Buyback Scheme and Shares issued pursuant to the Merger which are originally derived from the Foresight 3 2012 Enhanced Buyback Scheme. Shareholders who participated in the 2012 Enhanced Buyback Scheme or the Foresight 3 2012 Enhanced Buyback Scheme should, therefore be able to participate without prejudicing the up-front income tax relief obtained. The Board will consider making further tender offers available in which Shares who participated in the 2013 Enhanced Buyback Scheme can participate.
Shareholders who may have participated in the Foresight 3 Top-Up Offer or the 2013 Enhanced Buyback Scheme, or who have applied, or intend to apply, under the Offer or have acquired Shares in the Company and/or Foresight 3 at different times, will need to carefully consider the implications of participating in the Tender Offer.
Further details relating to the taxation implications of participating in the Tender Offer are set out in the Tender Offer Document
Overseas Shareholders
Shareholders with registered or mailing addresses outside the UK, or who are citizens or nationals of, or resident in, a jurisdiction other than the UK, should read the Tender Offer Document and the relevant provisions of the Tender Form. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to complete and return a Tender Form.
Expected Timetable
Tender Offer opens | 21 July 2017 |
Tender Offer closes - latest time and date for receipt of Tender Forms and TTE Instructions | 1.00 p.m. on 20 September 2017 |
Record Date for Tender Offer | close of business on 20 September 2017 |
Announcement of the results and take up level under the Tender Offer | 8.00 a.m. on 22 September 2017 |
Completion of purchase of Shares under the Tender Offer | 22 September 2017 |
Settlement date for the Tender Offer: cheques dispatched, assured payments made through CREST | by 29 September 2017 |
CREST accounts credited for revised holdings of Shares | by 29 September 2017 |
Dispatch of balance Share certificates for unsold Ordinary Shares | by 29 September 2017 |
If any of the above times and/or dates 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.
Further Information
A copy of the Tender Offer Document has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Additional copies of these documents are available on the following website (www.foresightgroup.eu) and may be also obtained on request from the Company's registered office at:
c/o Foresight Group LLP
The Shard
32 London Bridge Street
London
SE1 9SG
Enquiries:
Gary Fraser
Foresight Group LLP
Tel: 020 667 8100