FORESIGHT 4 VCT PLC (Company)
Offer for Subscription, Issue of Prospectus and Dividend Reinvestment Scheme
Offer and Prospectus
The board of the Company (Board) is pleased to announce the launch of a new offer for subscription (Offer) to raise up to £50 million (with an over-allotment facility to raise a further £30 million) through the issue of new shares (Offer Shares). The Offer will provide shareholders and new investors with a further opportunity to invest in the Company and benefit from the VCT tax reliefs available to qualifying investors.
The Offer opens today and will close (unless fully subscribed earlier or otherwise at the discretion of the Board) at 12.00 noon on 30 April 2019. Applications for the 2018/2019 tax year should be received by 12.00 noon on 5 April 2019 and Applications for the 2019/2020 tax year should be received by 12.00 noon on 30 April 2019. Funds raised under the Offer will allow the Company to take advantage of the continuing flow of investment opportunities being received and further increase the net assets of the Company. Full details of the Offer are set out in the summary, securities note and registration document issued by the Company today which together constitute a prospectus (Prospectus).
Foresight Group Promoter LLP (Promoter) is acting as the promoter to the Offer and will be paid a fee equal to 2.5% (as reduced by any relevant discounts) of the amount subscribed by Retail Client Investors, Professional Client Investors and Execution-Only Investors (as each term is defined in the Prospectus) and 5.5% (as reduced by any relevant discounts) of the amount subscribed by Direct Investors (as defined in the Prospectus), subject to an overall cap of £3.3 million (Promoters Fee). In consideration of the Promoters Fee, the Promoter (as guaranteed by Foresight Group LLP (Foresight)) has agreed to meet all costs, expenses and charges of, or incidental to, the Offer (other than intermediary commissions and adviser charges).
The Promoter, as a subsidiary undertaking of Foresight Group CI Limited (the investment manager to the Company and the parent undertaking of Foresight), is a related party of the Company for the purposes of the Listing Rules. Although the Promoters Fee is capped at £3.3 million, it is likely that the majority of the investors will be Retail Client Investors, Professional Client Investors and Execution-Only Investors and, as a result, the actual fee payable to the Promoter is expected to be much lower (in particular taking into account the discounts being made available by Promoter for early investment and shareholder loyalty as set out in the Prospectus). The Listing Rules, however, require the maximum possible fee amount to be taken into account when assessing related party transaction requirements and, as a result, the Promoters Fee constitutes a smaller related party transaction for the purposes of the Listing Rules and, as such, Listing Rule 11.1.10 applies. The Board considers the Promoters Fee to be in line with market practice.
The price at which the Offer Shares are being made available is the net asset value of an existing share at the time of allotment plus associated Offer costs directly or indirectly incurred by an investor (including the Promoters Fee). As a result, the Offer is not expected to have any material dilutive effect on existing Shareholders. The Offer Shares will rank pari passu with the existing shares in the Company from issue.
The Prospectus has been submitted to the Financial Conduct Authority and shall shortly be available for download from the Foresight website (www.foresightgroup.eu) and the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).
Dividend Reinvestment Scheme
The Board is also pleased to announce that it has implemented a dividend reinvestment scheme to provide shareholders with the opportunity to elect to have their dividends reinvested in further shares (Scheme). The Scheme provides for dividends to be reinvested for new shares at the latest published NAV per share prior to allotment (adjusted to take into account the relevant dividend to be paid unless the latest published net asset value already reflects the dividend to be paid).
The Scheme will be operated by Computershare Investor Services plc (Computershare) and will be available in respect of dividends declared after 30 September 2018. The terms and conditions of the Scheme and mandate forms for existing Shareholders will be available for download from the Computershare website shortly (www.investorcentre.co.uk). New investors under the Offer can elect to participate in the Scheme through the Offer application procedures.
For further information, please contact:
Foresight Group LLP
Contact: Gary Fraser Tel: 0203 667 8100
Foresight Group LLP
Contact: Kate Henderson Tel: 0203 667 8159