FTN Foresight 2

 
TIDMFTN 
 
FORESIGHT 2 VCT PLC 
 
PUBLICATION OF CIRCULAR 
 
Summary 
 
The board of directors ("Board") of Foresight 2 VCT plc ("the Company") has 
today published a circular ("Circular") to shareholders regarding proposals to 
merge the ordinary shares of 1p each in the capital of the Company ("Ordinary 
Shares") and C ordinary shares of 1p each in the capital of the Company ("C 
Shares") into one class of shares ("Share Merger"). 
 
The Share Merger, if approved, is expected to become effective on 28 March 
2013. The proposal requires the approval of resolutions to be proposed to 
shareholders of the Company at a general meeting and separate class meetings to 
be held on 19 February 2013 ("the Meetings"). 
 
Background 
 
When the C Shares were originally issued in 2007, it was agreed that, if the 
Board considered a merger of the two share classes appropriate at some point in 
the future, it would propose the necessary resolutions to Shareholders. The 
Board considers that now is an appropriate time to recommend to Shareholders a 
merger of the Ordinary Shares and C Shares into one class of share. 
 
As both funds are now pursuing materially the same investment strategy and have 
broadly completed their initial investment phases, the Board believes that the 
Share Merger will achieve the following benefits for the Shareholders of the two 
share classes: 
 
  * a reduction in the annual expenses of approximately  GBP40,000 per annum (this 
    representing over 3% of the total annual expenses of the Ordinary Shares 
    fund and C Shares fund and over 12% of such expenses excluding annual 
    investment management fees), based on expenses in the annual report and 
    accounts to 30 September 2012, resulting in a reduction in the total expense 
    ratio for the merged fund; 
 
  * administrative simplification in the Company's internal and published 
    accounts and reporting; 
 
  * commercially, as a single class of share, it may be easier for the Company 
    to support a share buyback programme, which would create greater liquidity 
    in the Company's shares; and 
 
  * as a larger share class, the merged fund will be able to consider investment 
    opportunities in larger companies than before, and may make it easier to 
    raise further capital in the future. 
 
 
Share Merger 
 
The Share Merger, if approved, will be effected as follows: 
 
 ·             a proportion of the C Shares held by a C Shareholder on 27 March 
2013 (the Share Merger Record Date) will be redesignated as Ordinary Shares, 
calculated by reference to the respective NAVs of each share class as at 27 
March 2013 (the Share Merger NAV Reference Date), rounded down to the nearest 
whole number of shares; 
 
 ·             the residual balance of any C Shares held by a C Shareholder which 
are not redesignated as Ordinary Shares will be redesignated as Deferred Shares 
having no economic value; and 
 
 ·             all of the Deferred Shares will be bought back by the Company for 
an aggregate amount of 1p, such shares to be cancelled. 
 
Further details on the Share Merger are set out in the Circular. 
 
 
 
 
Availability of Documents 
 
Shareholders will receive a copy of a circular convening the Meetings to be held 
on 19 February 2013 at which shareholders will be invited to approve the 
resolutions in connection with the proposal. 
 
The Circular has been submitted to the Financial Services Authority and will 
shortly be available for inspection both at the National Storage Mechanism, 
which is located at: 
 
http://www.hemscott.com/nsm.do 
 
and the Company's website: 
 
http://www.foresightgroup.eu/ 
 
Gary Fraser 
Foresight Fund Managers Limited 
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 2 VCT PLC via Thomson Reuters ONE 
[HUG#1673393] 
 

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