Foresight VCT PLC : Publication of Circular and...

Foresight VCT PLC ("Company")
Publication of Circular and Prospectus


Publication of a circular to shareholders of the Company including a notice of general meeting and publication of a Prospectus relating to an Offer for Subscription to raise in aggregate up to £20,000,000 by issues of Ordinary Shares ("Offer")

Summary

The board of the Company ("Board") has today issued a circular to its shareholders containing proposals to:

• authorise the directors to allot Ordinary Shares in relation to the Offer and pursuant to the Dividend Investment Scheme;
• disapply pre-emption rights so that the Ordinary Shares can be allotted on a monthly basis and in due course pursuant to the Dividend Investment Scheme without the need to make pre-emptive offers to existing Shareholders; and
• reduce the share premium account arising on the issue of Ordinary Shares

These proposals require the approval of the Company's shareholders and this is being sought at a meeting of the Company to be held on 2 December 2014 at 12 noon at the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG.

The Board is also pleased to announce the publication of a Prospectus relating to the Offer. Shareholders will shortly receive a copy of a securities note (which, together with a summary and registration documents dated 31 October 2014, form the "Prospectus") and a copy of the circular convening the general meeting.

Background and reasons for the offer

Reasons for the Offer
The Board believes there is currently an attractive opportunity, as the economy continues to improve, to make further private equity type investments in order to enhance returns for Ordinary Shareholders. The ability to continue this programme of investment is particularly important to maintain returns in the future and the Offer is being launched to take advantage of a continuing flow of attractive investment opportunities being received by the Company's Investment Adviser ("Foresight Group CI Limited").

Investment opportunity
Foresight continues to experience strong deal flow for Ordinary Share fund investment.   Entry valuations are attractive and since the beginning of June last year, the Company has concluded three new investments amounting to £3.8 million into media services company Procam TV, engineering services business Aerospace Tooling Corporation and air conditioning and sprinkler instillation business Fire and Air Services. 

All of these businesses are generating profits and are considered by the Directors and the Investment Adviser as having significant growth opportunities ahead of them.  Further similarly attractive new investments are at an advanced stage of negotiation.

Funds raised under the Offer will also increase the Company's net assets overall and allow the Company's administrative costs to be spread across a wider asset base, so that the administrative costs of the Company per Share can be reduced.

Pursuant to an offer agreement dated 31 October 2014 relating to the Offer between, among others, the Company and Foresight Group LLP ("Foresight Group"), Foresight Group will receive a fee of an amount up to a maximum of 5.5% of the amount subscribed under the Offer subject to a maximum aggregate payment of £1.1 million, for acting as promoter of the Offer.  As Foresight Group is a related party of the Company under the Listing Rules, the payment of the fee by the Company to Foresight Group is a transaction to which Listing Rule 11.1.10R applies.

Further Information

Full details of the Offer will be set out in the Registration Document, Summary and Securities Note which together comprise a Prospectus in accordance with the Prospectus Rules made under Section 84 of FSMA, and which is published as at today's date.

All documents comprising the Prospectus and the circular will also available from the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, London SE1 9SG and the following website: http://www.foresightgroup.eu.

A copy of the circular and the Prospectus have also been submitted to the Financial Conduct 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.morningstar.co.uk/uk/nsm).

For further information, please contact:

Gary Fraser
Foresight Group LLP
Telephone: [phone]

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Foresight VCT PLC via Globenewswire

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