Foresight VCT plc - Response to Proposed Acquis...

smartFOCUS Group Plc ('smartFOCUS' or the 'Company'):  Foresight response to the
proposed acquisition

Foresight VCT Plc is one of the largest shareholders in smartFOCUS.  Foresight
Group LLP ('Foresight') manages, on a discretionary basis, 15,429,127 ordinary
shares on behalf Foresight VCT Plc (approximately 16.2 per cent. of smartFOCUS'
issued share capital).

We note the recent announcement from smartFOCUS dated 11 April 2011 regarding a
proposed cash acquisition of smartFOCUS by Emailvision Holdings Limited to be
effected by a scheme of arrangement.

Prior to the announcement on 11 April 2011, Foresight was approached by
representatives of Arbuthnot Securities Limited who sought an irrevocable
undertaking to accept an offer for smartFOCUS, should it be made, at 25p per
smartFOCUS ordinary share.  We declined to provide this, and instead signed a
letter of intent, which is entirely non-binding and indicates that Foresight VCT
Plc intends to accept an offer of 25p per ordinary share but is free to accept
any higher offer.  In the absence of any higher offer, Foresight VCT Plc, with
reluctance, currently intends to accept an offer of 25p per ordinary share.

In Foresight's opinion, the proposed acquisition, at 25p per ordinary share,
undervalues the Company.  We have made it clear to the smartFOCUS Board that an
acquisition at this level does not reflect the potential value of the business
but have nevertheless signed a letter of intent in the knowledge that raising
the Company's profile might elicit offers of more than 25p per share from
alternative parties.

Undertakings given by certain shareholders representing 9,456,327 smartFOCUS
ordinary shares (approximately 9.9 per cent. of smartFOCUS' issued share
capital) would cease to be binding in the event of a competing offer
representing an improvement of 10% or more above 25p per ordinary share.  An
additional undertaking given by another shareholder representing 18,160,000
smartFOCUS ordinary shares (approximately 19.0 per cent. of smartFOCUS' issued
share capital) would cease to be binding in the event of a competing offer
representing an improvement of 15% or more above 25p per ordinary share.

In total, the above undertakings and the letter of intent provided by the
Company's shareholders representing 43,045,454 ordinary shares (approximately
45.1 per cent. of smartFOCUS' issued share capital) would cease to be binding or
fall away in the event of a higher competing offer representing an improvement
of at least 15 per cent. above 25p per share.

Foresight contacts:

David Hughes / Matt Smith                                         Foresight
Group LLP      T: 01732 471 800






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 VCT PLC via Thomson Reuters ONE

[HUG#1508362]