REG-Foresight VCT PLC : Publication of Circular <Origin Href="QuoteRef">FTV.L</Origin>

Foresight VCTAnnouncement

21/12/2017 13:05

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Foresight VCT plc ("the Company")

Publication of Circular - Removal of the Planned Exit Shares and
Infrastructure Shares

Background

Further to the announcement made on 15 December 2017, the Board announces that
a circular ("Circular") has been posted today to shareholders of the Company
in connection with removal of the planned exit shares of 1p each ("Planned
Exit Shares") and infrastructure shares of 1p each ("Infrastructure Shares").

Following the payment of the final dividends of 7.71p per Planned Exit Share
and 93.05p per Infrastructure Share announced on 15 December 2017 and payable
on 29 December 2017 ("Final Dividends"), there will be no value remaining in
such shares. The Board is, therefore, putting proposals to shareholders to
complete the removal of both the Planned Exit Shares and Infrastructure
Shares.

Removal Planned Exit Shares and Infrastructure Shares

The Circular contains recommended proposals effectively to remove the Planned
Exit Shares and the Infrastructure Shares, together with notices of a general
meeting and separate class meetings to be convened on 23 January 2018 in
connection with such proposals ("Meetings").

The removal of the Planned Exit Shares and the Infrastructure Shares will be
effected by converting all of the Planned Exit Shares and the Infrastructure
Shares into deferred shares of 1p each ("Deferred Shares"), with the Company
then immediately purchasing all such Deferred Shares for an aggregate amount
of 1p.

Following the conversion and repurchase, there will no longer be any Planned
Exit Shares or Infrastructure Shares in issue and the Company will notify the
UK Listing Authority that reference to the Planned Exit Shares and the
Infrastructure Shares be removed from the Official List (with the intention
that their listing will cease to exist) and request the London Stock Exchange
("LSE") to remove the admission to trading of such shares on the LSE.

In order to implement the removal of the Planned Exit Shares and the
Infrastructure Shares, it is proposed to make amendments to the articles of
association of the Company ("Articles") to introduce new provisions setting
out the rights attaching to the Deferred Shares. The Deferred Shares will only
have nominal rights (as more particularly detailed within the Circular). The
provisions relating to the Deferred Shares will automatically be deleted from
the Articles following such shares being repurchased and cancelled.

In addition, it is also proposed to make consequential amendments to the
Articles to remove the separate provisions relating to the Planned Exit Shares
and the Infrastructure Shares which, following the conversion and repurchase,
will no longer exist.

The approval of Shareholders is required to convert the Planned Exit Shares
and Infrastructure Shares into Deferred Shares, amend the Articles and
repurchase the Deferred Shares under the Companies Act 2006 and the Articles.
Such approval is being sought pursuant to the resolutions to be proposed at
the Meetings.

Following completion of the removal of the Planned Exit Shares and
Infrastructure Shares, the Company will then have one single class of share
going forward, these being the Ordinary Shares. The Ordinary Shares fund will
benefit from the Company having a simplified share capital structure.

Timetable

Final Dividends
declared                                                                                      
15 December 2017

Payment date for Final Dividends
                                                                        
29 December 2017

Latest time for receipt of Forms of Proxy for the Meetings:

General
Meeting                                                                       
12.00 noon on 19 January 2018

Ordinary Shares Class
Meeting                                                  
12.30 p.m. on 19 January 2018

Planned Exit Shares Class
Meeting                                           
12.40 p.m. on 19 January 2018

Infrastructure Shares Class
Meeting                                           
12.50 p.m. on 19 January 2018

Last day to register transfers of Planned Exit Shares and Infrastructure
Shares           23 January 2018

Meetings:

General
Meeting                                                                       
12.00 noon on 23 January 2018

Ordinary Shares Class Meeting
                                                 
12.30 p.m. on 23 January 2018

Planned Exit Shares Class Meeting
                                          
12.40 p.m. on 23 January 2018

Infrastructure Shares Class
Meeting                                           
12.50 p.m. on 23 January 2018

Record date and time for the conversion of Planned Exit Shares and     
5.00 p.m. on 23 January 2018
Infrastructure Shares into Deferred Shares

Conversion of Planned Exit Shares and Infrastructure Shares
                                    24
January 2018
into Deferred
Shares                                                                                                                        

Repurchase of Deferred Shares 
                                                                             
24 January 2018

Removal of the Listing of Planned Exit Shares and Infrastructure
Shares                     25 January 2018    

Further Information

For further information please contact:

Gary Fraser
Foresight Group LLP
Company Secretary
Tel: 020 3667 8159
This announcement is distributed by Nasdaq Corporate Solutions on behalf of
Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: Foresight VCT PLC via Globenewswire