Update on Proposed Merger

Update on the Proposed Merger

The following information has been released today by the Keydata VCTs in
relation to the proposed merger as set out below.

The Boards of Keydata Income VCT 1 plc ("Keydata 1") and Keydata Income VCT 2
plc ("Keydata 2") ("together Keydata VCTs") today announce a further update with
regard to the proposed merger with Foresight VCT plc ("Foresight").

As stated in the announcement released on 1 September 2010, for the purposes of
the merger, the underlying value of the assets owned by the Keydata VCTs has
been considered to be made up of two component parts: the physical valuation of
the assets (mainly engines and gasification equipment in storage and cash at
bank) and the future operational value of the assets once they are generating
electricity and potentially inputting to the National Grid.

In recognition of both the current physical valuation and future operational
value of these assets, Foresight has proposed that the proceeds of the merger
for the Keydata VCTs' shareholders should be satisfied in two tranches:

*         Initially, ordinary shares in Foresight VCT will be issued to Keydata
VCT shareholders based on the value of the net assets of the Keydata VCTs
(incorporating an adjustment to reflect a reduced valuation of the equipment
owned by the Keydata portfolio companies assumed by Foresight VCT) and, on this
adjusted basis, as at 30 June 2010 the value of the investments of the Keydata
VCTs in their portfolio companies  would have amounted to approximately £3.9
million and their net assets would have amounted to approximately £3.8 million;
and


*         Further entitlement to additional ordinary shares in Foresight will be
granted as additional consideration to Keydata VCTs' shareholders depending on
the performance of the Derby Project.  This additional consideration will be
issued after 30 September 2013, which will give sufficient time for the plant to
be built and the assets to achieve necessary performance milestones and will be
up to £2.6 million in aggregate.

The Boards of the Keydata VCTs anticipate that, if the plant is operationally
successful, the value of the additional consideration will compensate Keydata
VCTs shareholders for the difference between the physical valuation of the
assets at the time of merger and the net asset value of their shares in Keydata
VCTs at that time (less merger costs).

The maximum consideration comprising the initial consideration and the
additional consideration which may be paid by Foresight for the acquisition of
the assets of the Keydata VCTs will not exceed £6.4 million, equivalent to 44p
per Keydata VCT share.

The Boards of the Keydata VCTs believe that the above structure takes account of
the current and potential value of the assets of the Keydata VCTs and recognises
the execution risks that Foresight will be assuming as a consequence of the
proposed merger.

The Board emphasises that there is no certainty that these terms will be agreed.

It is expected that the merger documentation will be ready to be dispatched to
all Keydata 1 and Keydata 2 shareholders shortly.

For further information please contact:


Gary Fraser, Foresight Group: 01732 471800







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Source: Foresight VCT PLC via Thomson Reuters ONE

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