Understanding the Recent Merger and Share Transformation

Introduction to the Merger Outcomes

The board of Foresight Ventures VCT PLC, previously known as Thames Ventures VCT 1 PLC, recently confirmed significant steps towards enhancing shareholder value. This merger involves a strategic alignment with Thames Ventures VCT 2 PLC (TV2), which has provided a fresh direction for the company. The decision was communicated through a detailed circular and a prospectus outlining the terms and benefits of the merger.

Merger Implementation and Results

On 11 October 2024, the company disclosed in a circular that all conditions necessary for the merger were achieved, leading to the successful execution of the plan. As a result, TV2 is now undergoing members' voluntary liquidation. The merger allowed for the issuance of new ordinary shares, referred to as Consideration Shares, compensating TV2 shareholders based on the companies' respective net asset values (NAVs) established earlier.

In total, 86,637,164 Consideration Shares were distributed at an issue price of 42.63 pence each, reflecting the share ratios agreed upon. Each class of shares under consideration had a distinct number of shares allocated based on the merger's calculations:

Distribution of Consideration Shares

Here’s how the shares were allocated based on the merger:

• Ventures Shares: 52,389,091 shares with a ratio of 0.9841
• Healthcare Shares: 20,464,086 shares with a ratio of 0.8688
• AIM Shares: 6,592,726 shares with a ratio of 2.4456
• DP67 Shares: 7,191,261 shares with a ratio of 0.6425

Admission and Trading Expectations

Applications for the admission of the Consideration Shares to the Official List have been submitted. Trading is anticipated to commence at 8:00 a.m. soon after the expected admittance date. As a result, shareholders can anticipate that their CREST accounts will reflect these changes promptly.

Share Capital Overview

Prior to the redesignation process, Foresight Ventures had a total of 257,154,457 ordinary shares issued. This figure is crucial for shareholders to compute their interests, particularly in light of the FCA’s Transparency Rules. It’s important to highlight that the company has no treasury shares.

New Director Appointment

Furthermore, as part of the organizational changes following the merger, Dr. Andrew Mackintosh has been appointed as a new director, which may contribute valuable insights and direction to the board.

Share Redesignation Process

Moving forward, following the issuance of the Consideration Shares, the company will initiate a redesignation of 147,531,473 of its ordinary shares into deferred shares, which will be repurchased and cancelled. This restructuring aims to adjust the NAV per share to £1.00, facilitating a more favorable trading environment.

The redesignation involves a ratio of 0.4263 remaining ordinary shares for every share owned before the change. The newly issued ordinary shares will have a new ISIN number, which is expected to be active as trading commences after the redesignation is finalized.

Final Outlook After Redesignation

Post-redesignation, Foresight Ventures will have a total of 109,622,984 ordinary shares with voting rights in circulation. This provides a clear structure for ongoing shareholder engagement and transparency, aiding shareholders in fulfilling their notification obligations under regulatory requirements. The anticipated NAV per ordinary share will stand at 100 pence after the redesignation.

Contact Information

For any further queries, stakeholders can reach out to:

Company Secretary
Foresight Group LLP
Contact: Stephen Thayer Tel: 0203 667 8100

Investor Relations
Foresight Group LLP
Contact: Andrew James Tel: 0203 667 8181

Frequently Asked Questions

What was the primary goal of the merger between Foresight Ventures and TV2?

The merger aimed to merge the assets and liabilities of both entities to enhance shareholder value and streamline operations.

When can shareholders expect to see the changes from the merger reflected in their accounts?

Shareholders should see changes reflected in their accounts promptly after trading commences post-admission, which is expected shortly.

How does the share redesignation affect existing shareholders?

The redesignation will alter the number of ordinary shares and adjust the net asset value, impacting shareholders' interests moving forward.

Who should shareholders contact for more information regarding the merger?

Shareholders can reach out to Stephen Thayer or Andrew James at Foresight Group LLP for detailed inquiries.

What is the expected NAV per share following the redesignation?

The NAV per ordinary share is anticipated to be set at 100 pence after the redesignation process is complete.

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