Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
Information Memorandum - Foresight Group
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INFORMATION MEMORANDUM WITH APPLICATION FORM MAY 2013<br />
FORESIGHT SOLAR EIS FUND 3<br />
Targeting capital growth<br />
from solar power
IMPORTANT NOTICE<br />
This information memorandum (“<strong>Information</strong> <strong>Memorandum</strong>”) dated<br />
May 2013 constitutes a financial promotion pursuant to section 21<br />
of the Financial Services and Markets Act 2000 (“FSMA”) issued by<br />
<strong>Foresight</strong> <strong>Group</strong> LLP (“<strong>Foresight</strong>”), which is authorised and regulated<br />
by the Financial Conduct Authority (“FCA”) (FCA number: 198020)<br />
and whose registered office is at ECA Court, 24–26 South Park,<br />
Sevenoaks, Kent TN13 1DU.<br />
This <strong>Information</strong> <strong>Memorandum</strong> is issued solely for the purposes<br />
of seeking applications to the <strong>Foresight</strong> Solar EIS Fund 3 (“Fund”).<br />
All potential Investors should seek specialist independent tax<br />
and financial advice from a financial adviser authorised under<br />
the Financial Services and Markets Act 2000 (“FSMA”) before<br />
subscribing to the Fund to ensure that this opportunity is a suitable<br />
investment in light of the contents of this <strong>Information</strong> <strong>Memorandum</strong><br />
and their individual circumstances.<br />
The contents of this <strong>Information</strong> <strong>Memorandum</strong> are not to be taken<br />
as constituting advice relating to legal, taxation or investment<br />
matters and should not be relied upon for the purposes of making<br />
an investment or other decision, and your attention is drawn to<br />
the section headed “Risk Factors” on pages 21 to 23. Participation<br />
in the Fund will not be suitable for all recipients of this <strong>Information</strong><br />
<strong>Memorandum</strong>. Reliance on this <strong>Information</strong> <strong>Memorandum</strong> for the<br />
purpose of engaging in any investment activity may expose an<br />
individual to a significant risk of losing all of the property or other<br />
assets invested.<br />
The Fund comprises a number of discretionary managed Portfolios,<br />
which are managed on behalf of individual Investors in accordance<br />
with the investment objectives and restrictions set out in Schedule<br />
1 of the Investor’s Agreement. Each Investor, for legal and tax<br />
purposes, is the beneficial owner of a specific number of Shares<br />
in each Investee Company, the aggregate of which, together with<br />
uninvested cash held on behalf of the Investor, comprise his or her<br />
Portfolio. The combined Portfolios comprise the Fund which is an<br />
unapproved EIS fund.<br />
Applications may only be made, and will only be accepted, subject<br />
to the terms and conditions of this <strong>Information</strong> <strong>Memorandum</strong>.<br />
<strong>Foresight</strong> has taken all reasonable care to ensure that all the facts<br />
stated in this <strong>Information</strong> <strong>Memorandum</strong> are true and accurate in<br />
all material respects and that there are no other material facts,<br />
or opinions which have been omitted, which would make any part<br />
of this promotion materially misleading. All statements of opinion<br />
or belief contained in this <strong>Information</strong> <strong>Memorandum</strong> and all<br />
views expressed and statements made represent <strong>Foresight</strong>’s own<br />
assessment and interpretation of information available to them as<br />
at the date of this <strong>Information</strong> <strong>Memorandum</strong>. No representation is<br />
made, or assurance given, that any statements, views or forecasts<br />
are correct or that the objectives of the Fund will be achieved.<br />
Prospective Investors must determine for themselves what reliance<br />
(if any) they should place on such statements, views or forecasts and<br />
no responsibility or liability (whether direct, indirect, consequential<br />
loss or other) is accepted by <strong>Foresight</strong> or its members and<br />
employees in respect thereof.<br />
The information contained in this <strong>Information</strong> <strong>Memorandum</strong> makes<br />
reference to the current laws concerning EIS relief, IHT relief and<br />
CGT deferral. Such information may be subject to change and<br />
is not guaranteed. The tax reliefs referred to in this <strong>Information</strong><br />
<strong>Memorandum</strong> are those currently available and their value depends<br />
on individual circumstances.<br />
Past performance is not necessarily a guide to future performance<br />
and may not necessarily be repeated. You should be aware that<br />
share values and income from them may go down as well as up<br />
and you may not get back the amount you originally invested.<br />
Changes in legislation in respect of the EIS in general, and qualifying<br />
investments and qualifying trades in particular, may affect the ability<br />
of the Fund to meet its objectives and/or reduce the level of returns<br />
which would otherwise have been achievable.<br />
The attention of prospective investors is drawn to the fact that<br />
amounts invested through the Fund on behalf of the Investors<br />
will be committed to investments which may be of a long term<br />
and illiquid nature. Neither the Fund nor the companies in which<br />
it invests will be quoted on any recognised or designated investment<br />
exchange and, accordingly, there will not be an established or<br />
ready market for participation in the Fund nor the underlying<br />
investments. Investments made through the Fund will not,<br />
therefore, be easily realisable.<br />
This <strong>Information</strong> <strong>Memorandum</strong> does not constitute, and should<br />
not be considered as, an offer to buy or sell or solicitation of an<br />
offer to buy or sell any security or share. It does not constitute a<br />
public offering in the United Kingdom. In addition, this <strong>Information</strong><br />
<strong>Memorandum</strong> does not constitute an offer or solicitation in any<br />
jurisdiction in which such an offer or solicitation is not authorised<br />
or in which the person making such offer or solicitation is not<br />
qualified to do so or to any person to whom it is unlawful to make<br />
such an offer or solicitation. It is the responsibility of each recipient<br />
(including those located outside the UK) to satisfy himself or herself<br />
as to full compliance with the Applicable Laws and regulations<br />
of any relevant territory in connection with any application<br />
to participate in the Fund, including obtaining any requisite<br />
governmental or other consent and observing any other formality<br />
presented in such territory.<br />
This <strong>Information</strong> <strong>Memorandum</strong> includes statements that are (or may<br />
be deemed to be) “forward-looking statements”. These “forwardlooking<br />
statements” can be identified by the use of forward-looking<br />
terminology including the terms “believes”, “continues”, “expects”,<br />
“intends”, “may”, “will”, “would” or “should” or, in each case, their<br />
negative or other variations or comparable terminology. These<br />
“forward-looking statements” include all matters that are not<br />
historical facts. “Forward-looking statements” involve risk and<br />
uncertainty because they relate to future events and circumstances.<br />
“Forward-looking statements” contained in this <strong>Information</strong><br />
<strong>Memorandum</strong> based on past trends or activities should not be<br />
taken as a representation that such trends or activities will continue<br />
in the future. Subject to any requirement under Applicable Laws<br />
and regulations, <strong>Foresight</strong> does not undertake to update or revise<br />
any “forward-looking statements”, whether as a result of new<br />
information, future events or otherwise. Investors should not place<br />
undue reliance on “forward-looking statements”, which speak only<br />
as at the date of this <strong>Information</strong> <strong>Memorandum</strong>.<br />
FURTHER INFORMATION<br />
If you require any further information relating to the Fund<br />
please contact the sales team at <strong>Foresight</strong> by telephone on<br />
01732 471812 or by e-mail to sales@foresightgroup.eu.<br />
Please note that <strong>Foresight</strong> is not able to provide you with<br />
investment, financial or tax advice.
CONTENTS<br />
PAGE<br />
n EXPECTED TIMETABLE AND STATISTICS 2<br />
n LETTER OF INTRODUCTION 3<br />
n SUMMARY OF TAX RELIEFS 4<br />
n INVESTMENT OPPORTUNITY 5<br />
n FUND MANAGER 5<br />
n INVESTMENT STRATEGY 5<br />
n DEALFLOW 7<br />
n RETURNS 7<br />
n STAYING INVESTED 8<br />
n CHARGES 8<br />
n LIQUIDITY 9<br />
n FUND STRUCTURE 9<br />
n HOW TO INVEST 9<br />
n INTRODUCTION TO SOLAR POWER INVESTING 11<br />
n INVESTMENT TEAM 18<br />
n RISK FACTORS 21<br />
n APPENDIX 1: TAXATION 24<br />
n APPENDIX 2: INVESTOR’S AGREEMENT 26<br />
n APPENDIX 3: GLOSSARY OF TERMS 36<br />
n APPLICATION FORMS AND ADVISER CERTIFICATE 38<br />
n DIRECTORY 45<br />
Since its establishment in 1984, <strong>Foresight</strong> has built a reputation for creating innovative and<br />
successful investment products that meet the needs of private investors. We now have over<br />
12,000 investors and assets under management of over £650million.
EXPECTED TIMETABLE AND STATISTICS<br />
Fund Name <strong>Foresight</strong> Solar EIS Fund 3<br />
Fund Structure Unapproved EIS Fund<br />
Target Size £20 million*<br />
Sector Focus Unquoted companies which derive their<br />
revenues from generating solar electricity,<br />
primarily in the UK<br />
Fund Manager <strong>Foresight</strong><br />
Target Portfolio Size 4 Solar Power Plants with assets capable of generating<br />
c. 20MW of electricity, or significantly more depending<br />
on refinancing opportunities**<br />
Minimum Investment £10,000<br />
Closing Date 31 October 2013 ***<br />
* <strong>Foresight</strong> may, at its discretion, increase the target size of the Fund<br />
** Depending on the funds raised and the investment opportunities secured<br />
*** The Closing Date may be brought forward if the Fund is fully subscribed or extended to a<br />
later date, in each case at <strong>Foresight</strong>’s discretion.<br />
FORESIGHT’S BRIDGWATER SOLAR PLANT SOMERSET 2MW<br />
OPERATIONAL JULY 2011<br />
02 FORESIGHT SOLAR EIS FUND 3
LETTER OF INTRODUCTION<br />
MAY 2013<br />
DEAR INVESTOR<br />
The solar sector in the UK has been transformed by<br />
financial incentives initiated by the Government which have<br />
accelerated the pace of development. Over the past three<br />
years installed capacity has increased from 27MW in 2009<br />
to over 2 GW today. The introduction of revenue support<br />
schemes in other countries has led to a huge expansion in<br />
the number of solar generation plants there and <strong>Foresight</strong><br />
believes there is still substantial capacity for growth in the size<br />
of the UK market.<br />
In addition solar benefits from the highest degree of public<br />
support for an energy technology with 82% in favour,<br />
compared to 66% for onshore wind farms and 74% for wave<br />
and tidal (DECC Public Attitudes Survey).<br />
The Department of Energy and Climate Change (DECC)<br />
has recently included Solar PV as a “key technology” in its<br />
Renewable Energy Roadmap, highlighting the recognition by<br />
government that solar has a significant role to play in enabling<br />
the UK to meet its renewable energy targets. Their analysis<br />
suggests a capacity of between 7GW and 20GW in 2020. This<br />
change is due to the progress that Solar PV has made in the<br />
UK in the last 18 months, in particular the cost of Solar Power<br />
Plants, which reduced by over 50% during the period.<br />
Solar Power Plants are particularly attractive for investors<br />
because the government supported revenue streams from<br />
projects under the Renewable Obligation (RO) scheme offer<br />
enhanced returns for 20 years and the technology involved is<br />
well-proven and reliable.<br />
Demand for <strong>Foresight</strong> Solar EIS Fund 2 which opened in<br />
February 2013 exceeded the target size of £20m and was<br />
therefore extended and closed at a total of £30m. We are now<br />
launching <strong>Foresight</strong> Solar EIS Fund 3 to give investors access<br />
to our strong flow of solar power investment opportunities<br />
with the tax benefits of an EIS investment. We expect 2013/14<br />
to be the busiest yet in the UK solar market, following a<br />
strong Q1 which saw capacity increase by 350MW, with a large<br />
number of attractive projects in development and due to<br />
come on line over the next year (NPD Solar Buzz).<br />
This year’s offer follows the first wave of fundraising for<br />
<strong>Foresight</strong>’s Solar VCT and <strong>Foresight</strong> Solar EIS in 2010 and<br />
2011 respectively, which surpassed expectations. These funds<br />
bought four UK Solar Power Plants at a combined cost of circa<br />
£50m. After more than a year’s operation of above base case<br />
performance, these assets have recently been refinanced with<br />
an innovative bond issuance which has crystallised a 20%<br />
uplift in valuation and consequent increase in the funds’ NAV<br />
(NAV announcement by <strong>Foresight</strong> Solar VCT on 3 May 2013,<br />
which has a near identical holding as <strong>Foresight</strong> Solar EIS in the<br />
same four Solar Power Plants). As a result of this uplift both<br />
<strong>Foresight</strong> Solar VCT and <strong>Foresight</strong> Solar EIS investments are<br />
tracking well ahead of their target returns (correct at time of<br />
writing).<br />
Since establishing our solar power team in 2007, we have<br />
invested in Solar Power Plants with a total transaction value<br />
of more than £310 million and forecast generating capacity<br />
of 86 MW. This extensive in-house experience of sourcing<br />
opportunities, arranging bank finance and completing solar<br />
power investments means <strong>Foresight</strong> is well placed to capitalise<br />
on opportunities in the sector and provide access to attractive<br />
returns for investors.<br />
Recently the Feed-in Tariffs (FIT) that have supported utility<br />
scale Solar Power Plants have been reduced, making the<br />
Renewable Obligation scheme more attractive. Solar PV<br />
installations were historically small scale and expensive<br />
compared to other technologies and as such were supported<br />
by the Government’s FIT regime which was designed to<br />
support small scale low carbon electricity technologies.<br />
However, as the cost of solar reduced and the size of<br />
installations increased the government felt that the level of<br />
FIT support was overly generous for utility scale sites. As the<br />
solar sector has matured the Government has ended support<br />
for new utility scale Solar Power Plants under the FIT regime,<br />
which continues to support small scale solar installations.<br />
Utility scale Solar Power Plants are now better supported<br />
under the RO Scheme, which is the Government’s main<br />
financial mechanism to incentivise the deployment of large<br />
scale renewable energy generation.<br />
<strong>Foresight</strong> Solar EIS Fund 3 aims to enable individuals to invest<br />
in this maturing sector and to benefit from the enhanced<br />
revenue streams possible under the RO Scheme. In addition<br />
to income derived from selling the generated electricity,<br />
generation plants accredited under the RO Scheme receive<br />
20 years of income from the sale of Renewable Obligation<br />
Certificates, which substantially increases the Solar Power<br />
Plants’ returns. The Enterprise Investment Scheme is one<br />
of a very small number of tax-efficient investment schemes<br />
officially sanctioned by HM Revenue and Customs. Subject to<br />
your personal circumstances, you should be able to reclaim<br />
30% of sums invested from your Portfolio against your<br />
tax bill and your investment should be outside the scope<br />
of Inheritance Tax after two years. The EIS benefits are<br />
principally available on sums invested of up to £1,000,000<br />
per individual in any one tax year. Further details of the tax<br />
benefits are described on page 25. It is our intention that all<br />
of the monies invested by the Fund will be in UK EIS Qualifying<br />
Companies.<br />
I hope that you find this <strong>Information</strong> <strong>Memorandum</strong> clear<br />
and easy to understand. You can call us on 01732 471812 for<br />
more detail at any time. You must seek financial advice before<br />
you invest in the Fund. When you are ready to invest, you will<br />
find the Application Forms from page 39 onwards.<br />
Jamie Richards<br />
Head of Infrastructure<br />
FORESIGHT SOLAR EIS FUND 3<br />
03
SUMMARY OF TAX RELIEFS<br />
TAX TREATMENT WILL DEPEND ON INVESTORS’ INDIVIDUAL CIRCUMSTANCES AND ALL POTENTIAL<br />
INVESTORS SHOULD, THEREFORE, SEEK TAX AND FINANCIAL ADVICE BEFORE INVESTING.<br />
YOU MUST HOLD EACH INVESTMENT FOR A THREE YEAR PERIOD TO RETAIN THE EIS RELIEFS<br />
SUMMARISED BELOW. EIS RELIEFS ARE ONLY AVAILABLE ON YOUR INVESTMENT IN EIS<br />
QUALIFYING SHARES.<br />
YOU SHOULD SEEK ADVICE IN RELATION TO TAX RELIEFS. A MORE DETAILED EXPLANATION<br />
OF THE TAX RELIEFS AND EIS REQUIREMENTS ARE SET OUT IN PAGES 24 TO 25.<br />
Income tax relief<br />
Eligible Investors can reduce the amount of income tax<br />
they pay by 30% of the amount invested in EIS Qualifying<br />
Investments made through the Fund. As an example, if an<br />
Investor invests £100,000 in EIS qualifying Investments<br />
through the Fund, the Investor can reduce the amount of<br />
income tax paid by £30,000. This relief is available on the<br />
first £1,000,000 of EIS qualifying investments in each tax<br />
year. If an Investor invests more than £1,000,000 through the<br />
Fund in any tax year, the reduction in their income tax bill for<br />
that year will be £300,000. The amount of income tax relief<br />
claimed cannot exceed that which an eligible Investor is<br />
due to pay.<br />
Eligible Investors can claim the relief against their income<br />
tax liability in the tax year that <strong>Foresight</strong> makes each EIS<br />
qualifying Investment or such relief can be carried back for<br />
the preceding tax year to the extent the eligible Investor has<br />
not used their annual limit in the previous tax year. EIS income<br />
tax relief in respect of investments made in the 2013/2014 tax<br />
year may be carried back into the 2012/2013 tax year up to the<br />
annual limit of £1,000,000.<br />
Capital gains tax deferral relief<br />
Eligible Investors can defer capital gains up to the amount<br />
invested in Investments made through the Fund. This<br />
applies to gains made in the three years before the effective<br />
date (see timing below) and future gains made up to one<br />
year after the effective date. Gains are deferred until the<br />
Investor sells their EIS qualifying Investments that <strong>Foresight</strong><br />
has made for them through the Fund. Capital gains tax will<br />
apply to the deferred gain at the rate in force when the<br />
Investments are sold.<br />
Capital gains tax exemption<br />
Any capital gains realised on a disposal of Investments made<br />
through the Fund after the Three Year Period, and on which<br />
EIS relief has been given and not withdrawn, will be capital<br />
gains tax free. Any capital gains realised on a disposal within<br />
the Three Year Period will be subject to capital gains tax, at<br />
the current rate which is either 18% or 28% for individuals<br />
(the tax rate used depends on the total amount of the<br />
individual’s taxable income).<br />
Inheritance tax relief<br />
Once an Investment made through the Fund has been held<br />
for two years, eligible Investors should qualify for 100%<br />
Business Property Relief. This means that an Investment will<br />
be an exempt asset for IHT purposes, provided the Investment<br />
is held at date of death.<br />
Business Investment Relief<br />
The Finance Act 2012 includes provisions whereby nondomiciled<br />
residents can use untaxed overseas income or gains<br />
to invest in the UK in qualifying investments without making a<br />
04 FORESIGHT SOLAR EIS FUND 3<br />
taxable remittance under the Business Investment Relief (BIR)<br />
scheme. This major new relief offers non domiciled residents<br />
who have foreign income or gains that would be taxable on<br />
the remittance basis if brought to the UK a major opportunity<br />
to make commercial investments in the UK, into qualifying<br />
investments.<br />
Amounts remitted to the UK must be invested within 45 days<br />
of being brought to the UK. If the investment is aborted after<br />
funds have been brought to the UK, then no UK tax charge will<br />
arise providing the funds are taken overseas within 45 days of<br />
the day that they originally came to the UK.<br />
On the disposal of a qualifying investment the investor has 45<br />
days from the date of receipt of the proceeds to take overseas<br />
the proceeds or to make another qualifying investment.<br />
Special rules apply where the investment is part sold or<br />
proceeds are below cost. EIS Qualifying Companies in which<br />
<strong>Foresight</strong> Solar EIS Fund 3 invests will be eligible companies<br />
for BIR and the Receiving Agent has an offshore bank account<br />
to hold such cash. If you are non-domiciled and wish to invest<br />
using BIR, please contact <strong>Foresight</strong>’s Sales team on 01732<br />
471812 for a bespoke application form.<br />
Timing<br />
EIS tax reliefs become available each time that <strong>Foresight</strong><br />
makes an Investment in EIS Qualifying Companies. For<br />
example, if <strong>Foresight</strong> makes the first Investment in October<br />
2013 and commits 25% of the amount subscribed to the Fund<br />
to that Investment, then October 2013 is the effective date for<br />
working out the timing of eligible Investors’ tax relief on that<br />
Investment. Each Investee Company will issue EIS3 certificates<br />
as soon as practical following a period of trading of not less<br />
than four months, which will be sent to eligible Investors by<br />
<strong>Foresight</strong> for that Investment. These certificates provide the<br />
evidence required to claim income tax relief and capital gains<br />
tax deferral relief. <strong>Foresight</strong> would expect to send these EIS3<br />
certificates to Investors towards mid 2014.<br />
<strong>Foresight</strong> intends to fully invest the fund into EIS Qualifying<br />
Companies during Q4 2013 and no later than 5 April 2014<br />
Generally, the Fund Manager reserves the right to return<br />
uninvested funds if it concludes that the funds cannot be<br />
properly invested.<br />
Loss relief<br />
If any of the Investments were realised at a loss, Investors<br />
would be able to set the loss against their income and/or<br />
capital gains when calculating their liability to income tax and/<br />
or CGT in the year of realisation. This means that an Investor’s<br />
maximum potential losses should not exceed 42% of their<br />
total Investment after taking the income tax and loss reliefs<br />
into account assuming that an Investor’s marginal rate of tax is<br />
40% (if an Investor’s marginal rate is 45%, then the maximum<br />
exposure would be even lower at 38.5%).
INVESTMENT OPPORTUNITY<br />
In order to promote low-carbon energy, the UK Government<br />
has established financial incentives to encourage the<br />
development of renewable energy. <strong>Foresight</strong> Solar EIS Fund 3<br />
aims to enable individuals to invest in this maturing sector and<br />
to benefit from the enhanced revenues possible under the<br />
Renewable Obligation Scheme (RO Scheme). In addition to income<br />
derived from selling the generated electricity, projects accredited<br />
under the RO Scheme receive income from the sale of Renewable<br />
Obligation Certificates (ROCs) which substantially increases the<br />
projects’ returns.<br />
<strong>Foresight</strong> believes that Solar Power Plants are particularly<br />
attractive for investors because the government supported<br />
FUND MANAGER<br />
The discretionary investment manager of the Investors’<br />
Portfolios, which together comprise the Fund, will be <strong>Foresight</strong>,<br />
part of <strong>Foresight</strong> <strong>Group</strong>. Since establishing its solar power<br />
team in 2007, <strong>Foresight</strong> has invested in more than £310 million<br />
of operating Solar Power Plants in the UK, Italy and Spain,<br />
demonstrating its ability to source opportunities, arrange bank<br />
finance and complete investments. <strong>Foresight</strong>’s investment team<br />
currently manage a solar portfolio with a generating capacity<br />
of 86MW.<br />
<strong>Foresight</strong>’s team of 25 investment managers has been assembled<br />
gradually, allowing time to integrate their experience in<br />
renewable energy investing and operational management<br />
with <strong>Foresight</strong>’s proven strengths in private equity and EIS<br />
fund management.<br />
<strong>Foresight</strong> has been managing UK tax-efficient funds for more<br />
than 15 years. Since February 2013 <strong>Foresight</strong> raised a combined<br />
total of £36m for <strong>Foresight</strong> Solar EIS Fund 2 and <strong>Foresight</strong> Solar<br />
VCT “C” Shares to invest in the rapidly expanding UK solar sector.<br />
This followed the successful fund raising in 2010/11 for its first two<br />
UK focused solar funds which invested in four Solar Power Plants<br />
supported by the UK Government’s Feed-in Tariff scheme. In<br />
recent weeks, <strong>Foresight</strong> has successfully refinanced these assets,<br />
raising gross proceeds of £60 million of attractively priced, longterm<br />
debt by issuing a listed, index-linked bond. Two institutional<br />
investors, a UK pension fund and an insurance company,<br />
purchased the bond in full. This has resulted in an immediate<br />
INVESTMENT STRATEGY<br />
The Fund will invest in a portfolio of EIS Qualifying Companies<br />
that primarily will acquire Solar Power Plants (as defined on<br />
page 37) backed by the RO Scheme or any similar long-term<br />
revenue support mechanisms. Investee Companies will not<br />
generally incur risks related to applying for planning<br />
permission or other pre-construction risks, which will usually<br />
be the responsibility of the Fund’s development and<br />
construction partners.<br />
<strong>Foresight</strong> will seek to refinance and/or sell the Fund’s portfolio<br />
within three to four years to generate capital gains for Investors.<br />
<strong>Foresight</strong> also intends to enable those investors who wish to<br />
stay invested after four years, to do so (see page 8 for more<br />
information).<br />
revenue streams from projects under the RO Scheme offer<br />
enhanced returns for 20 years and the technology involved is<br />
well-proven and reliable. The RO Scheme also rewards solar<br />
electricity production above most other renewable sources,<br />
reflecting its higher capital cost and allowing for relative<br />
differences in energy yield. The rates of 2 ROCs / MWh for Solar<br />
Power Plants installed and accredited before 1st April 2013, 1.6<br />
ROCs / MWh (ground-mounted) for those installed and accredited<br />
between 1 April 2013 and 31 March 2014 or 1.4 ROCs/MWh<br />
(ground-mounted) for those installed and accredited between 1<br />
April 2014 and 31 March 2015 will support the Fund’s investment<br />
strategy. Whether the Fund invests in 1.4, 1.6 or 2.0 ROC projects<br />
should not affect returns to the Fund.<br />
capital uplift of c. 20% to the funds invested in the assets and is<br />
the largest bond of this type issued to date in the UK. The bond<br />
proceeds will be re-invested on behalf of the <strong>Foresight</strong> Solar EIS<br />
Fund and <strong>Foresight</strong> Solar VCT into additional UK ground-based<br />
solar power plants benefiting from the RO Scheme. As a result<br />
of the favourable differential between the yield on these new<br />
ROC based plants and the cost of the bond, investors in <strong>Foresight</strong><br />
Solar EIS Fund and <strong>Foresight</strong> Solar VCT are expected to benefit<br />
from both higher dividends (or, in the case of those investors<br />
who selected the accumulator option, higher retained cash) and<br />
greater long-term capital appreciation. Initial expectations are for<br />
dividends to increase by 20% to 6p per share in 2013/14 and by<br />
40% to 7p per share by 2016/17. The two Funds will retain their<br />
share of the entire remaining equity interests in the original four<br />
Solar Power Plants.<br />
In 2012 <strong>Foresight</strong> was appointed by the Green Investment Bank<br />
to manage £50 million of an initial £80 million investment fund<br />
set aside by UK Government to invest in green infrastructure<br />
across the UK. <strong>Foresight</strong> <strong>Group</strong> is the manager of the best ever<br />
performing VCT (<strong>Foresight</strong> VCT plc original ordinary shares)<br />
which has returned in excess of £1.80 to investors since launch<br />
in 1997 and has received recognition from commentators and<br />
its peers, including awards for 2009 New Energy Investor of<br />
the Year, VCT of the Year at the 2010 Investor AllStars Awards<br />
and Equity Provider of the Year at the 2011 Renewable Energy<br />
Finance Forum Awards. <strong>Foresight</strong> has over 12,000 investors and<br />
assets under management of over £650 million.<br />
The Fund might seek to optimise its portfolio by inviting other<br />
funds to co-invest in the portfolio and by using third party debt as<br />
appropriate. <strong>Foresight</strong> believes that this approach will maximise<br />
value for Investors, on the basis that the sale of a larger portfolio<br />
is likely to be more attractive to potential acquirers and should<br />
therefore generate a premium value.<br />
Investments may be made in EIS Qualifying Companies seeking<br />
to generate renewable energy from other sources where the<br />
Fund Manager considers this to be in the best interests of<br />
Investors. The majority of assets to be invested in are expected to<br />
be in the UK, though the Fund may also invest in other countries.<br />
Pending investment or distribution, any uninvested funds may be<br />
held in cash, interest bearing securities or other investments.<br />
FORESIGHT SOLAR EIS FUND 3<br />
05
FORESIGHT’S KENT SOLAR PLANT AYLESFORD, KENT 5MW OPERATIONAL JULY 2011<br />
06<br />
FORESIGHT SOLAR EIS FUND 3
DEALFLOW<br />
<strong>Foresight</strong> has developed an attractive pipeline of solar<br />
investment opportunities through partnering relationships<br />
with developers and specialist construction firms, and from<br />
its network of contacts with property owners and professional<br />
advisers. The UK market for solar power is predicted to expand<br />
rapidly, with DECC estimations of between 7GW and 20GW by<br />
2020, although growth could be constrained by lack of finance<br />
for projects. As a provider of such finance, with a track record<br />
in the solar industry, <strong>Foresight</strong> believes that it is an attractive<br />
RETURNS<br />
partner for developers and operators having already<br />
worked effectively with such businesses in UK, Italy and<br />
Spain. <strong>Foresight</strong> has a pipeline of UK projects totalling<br />
over £650m, has secured or is in the process of securing<br />
exclusivity on 300 MW of Solar Power Plant capacity<br />
due to be commissioned in the next six months and is in<br />
negotiations with a number of developers and their<br />
advisers regarding further suitable projects.<br />
The Fund is designed to provide attractive returns to Investors by combining Income from Investee Companies, which<br />
will be rolled up in order to achieve capital gains tax treatment on sale of the Investments, with initial tax relief of 30%<br />
relief from inheritance tax plus the opportunity to defer CGT.<br />
Illustrative investment returns to eligible Investors 1<br />
Cost of Investment 100,000<br />
Less income tax relief (at 30%) (30,000)<br />
Net Investment 2 70,000<br />
Target investment proceeds assuming exit in three to four years 3 120,000<br />
Total return on Net Investment 71.4%<br />
Average Compound Annual Return 4 14.4%<br />
Average Equivalent Annual Return (on Net Investment, assuming 45% income tax rate) 5 26.2%<br />
Average Equivalent Annual Return (on Net Investment, assuming 40% income tax rate) 5 24.0%<br />
Average Equivalent Annual Return (on Net Investment, assuming 20% income tax rate) 5 18.0%<br />
Notes:<br />
1. We have assumed adviser commission applies for the illustrative investment returns table since these are the only terms where there is certainty.<br />
These terms assume tax relief of 100% on the amount invested, deduction of 5.5% initial charge and 0.5% trail per annum paid over 4 years.<br />
Differing terms to those assumed will alter the returns. Target Returns are quoted inclusive of all <strong>Foresight</strong> fees<br />
2. Assumes single investment of £100,000 in EIS Qualifying Companies applied against an Investor’s 2013/2014 income tax liability.<br />
3. Target proceeds (assuming all investment proceeds are realised by way of a sale of EIS qualifying Shares free of CGT) are shown net of all costs. Target<br />
proceeds are an illustration only and do not represent a forecast of returns.<br />
4. Returns are calculated over a four year period and <strong>Foresight</strong> is confident that it will be able to provide an exit within three to four years.<br />
5. Equivalent Annual Return is the compound return an investor would need to achieve from an equivalent investment (which attracts the relevant personal<br />
income tax rate) in order to achieve the same return as that projected.<br />
For Investors wishing to maximise capital growth and to realise<br />
their investment within four years, <strong>Foresight</strong> aims to deliver<br />
a capital return of 120p per £1 invested in the Fund within<br />
four years. If the planned level and timing of sale proceeds<br />
is achieved, then Investors benefiting from full EIS tax reliefs<br />
would achieve a tax-free cash profit of 71.4% of their net cost<br />
of investment which equates to an average compound annual<br />
return of 14.4%, or a gross average equivalent compound<br />
annual return of 24.0% per annum (assuming that the<br />
Investor’s marginal rate of income tax is 40%) or 26.2% per<br />
annum for Investors with a marginal rate of 45%.<br />
Interest earned on cash balances held in Portfolios will be<br />
added to the relevant Investor’s Portfolio.<br />
£<br />
FORESIGHT SOLAR EIS FUND 3<br />
07
STAYING INVESTED<br />
Some Investors may wish to stay invested for the longer term to<br />
take advantage of the long-term returns of the Investee Companies.<br />
Each Investor is therefore invited to tell us whether he or she wishes<br />
to exit in years three to four or to stay invested for the longer term.<br />
Each Investor may select this option at any time up to a date to<br />
be notified to Investors by the Fund Manager. Selection may only<br />
be made in writing addressed to the Fund Manager. Any Investors<br />
considering staying invested should seek specialist independent tax<br />
and financial advice before making any such selection.<br />
CHARGES<br />
Initial Fundraising Charges<br />
To ensure Investors benefit from tax reliefs on the full<br />
amount invested, fundraising charges are payable by<br />
Investee Companies rather than by the Fund. The level<br />
of the fundraising charges payable to the Fund Manager<br />
reflects whether or not commission is payable to financial<br />
intemediaries.<br />
In certain limited situations, commission may be paid as described<br />
in more detail below:<br />
Fundraising Charge: 2.5% of Subscription<br />
(no commission payable) payable immediately.<br />
Fundraising Charge: 5.5% of Subscription payable<br />
(commission payable) immediately plus 0.5% pa of<br />
Subscription for 4 years payable annually.<br />
To ensure fairness between Investors different numbers of Shares<br />
will be issued to Investors to reflect the different charge levels that<br />
may be payable in relation to Subscriptions of individual Investors.<br />
Although the amount of the fundraising charges should not<br />
reduce the EIS Relief available to Investors the fundraising charges<br />
payable by an Investor will reduce the value of the Portfolio of<br />
that Investor. <strong>Foresight</strong> will pay the costs of establishing the<br />
Fund, including legal and taxation costs, the preparation of this<br />
<strong>Information</strong> <strong>Memorandum</strong> and any other direct expenses incurred<br />
Annual Fund Management Charges<br />
<strong>Foresight</strong> intends that Investors should benefit from tax reliefs<br />
on the full amount invested in the Fund. For this reason, the<br />
fund management charges described below (other than the<br />
performance incentive fee) are payable by Investee Companies<br />
rather than by the Fund by reference to the amount invested in<br />
that Investee Company.<br />
The fund management charges will accrue for all Investors<br />
from 31 August 2013, or subsequent date of Subscription<br />
if later, onwards and will be payable quarterly in advance,<br />
with the first payment being on the date of the investment<br />
in the relevant Investee Company. VAT will be added where<br />
applicable.<br />
Any fees and charges that are not paid by Investee Companies<br />
will be recouped from the proceeds of sale of Investments or<br />
dividends received.<br />
Annual management charge 1.75% of the value of<br />
the Portfolio.<br />
Secretarial charge 0.3% of the value of<br />
the Portfolio (subject to<br />
an RPI-linked minimum<br />
of £60,000 in aggregate).<br />
08 FORESIGHT SOLAR EIS FUND 3<br />
<strong>Foresight</strong> will manage the Investments with the aim of providing<br />
the necessary flexibility consistent with meeting each Investor’s<br />
preference to exit or remain invested for the longer term. Under<br />
certain circumstances, <strong>Foresight</strong> may be unable to meet the wishes<br />
of Investors to stay invested. For example, if the option to stay<br />
invested is exercised in respect of a relatively small proportion<br />
of the Fund, it may be impractical or uneconomic for the Fund to<br />
continue. <strong>Foresight</strong> may, therefore, decide to terminate the Fund<br />
and realise and distribute all Investments.<br />
<strong>Foresight</strong> will bear any legal, accounting and other fees<br />
incurred by the Fund in connection with potential Investments<br />
which do not proceed to completion and may retain for its own<br />
benefit any arrangement fees and directors’ or monitoring fees<br />
which it receives in connection with investments.<br />
Performance Incentive<br />
<strong>Foresight</strong> will be entitled to a performance incentive fee,<br />
payable from the proceeds of realising Investments. This<br />
fee, which will be deducted from realisation proceeds, is only<br />
payable once Investors have received proceeds of at least £1<br />
per £1 invested in investments. The performance incentive fee<br />
is calculated as 20% of proceeds to Investors in excess of £1<br />
per £1 invested until total proceeds reach 120p per £1 invested,<br />
and 30% thereafter.<br />
Adviser Charges<br />
As part of the new regulations introduced by the FCA (the Retail<br />
Distribution Review), authorised financial intemediary charges for<br />
advising on certain investment products are (in most situations)<br />
to be paid by the client directly rather than via commission from<br />
the product. This amount, for advice provided, is to be agreed by<br />
an Investor and his/her adviser (whether for initial advice and/or<br />
for ongoing management of the relationship between the Investor<br />
and the Fund Manager). An Investor may specify in the Application<br />
Form, the amount of any such charges (upfront and/or ongoing)<br />
he/she has agreed with his/her authorised financial intermediary<br />
in connection with <strong>Foresight</strong> Solar EIS Fund 3 and request that<br />
<strong>Foresight</strong> facilitate that payment.<br />
Any sums to be facilitated (upfront or ongoing) will be deducted<br />
from the Subscription. Accordingly only the net amount of the<br />
Subscription will be available to invest through the Fund and<br />
Investors will not obtain EIS Relief on the sums so facilitated.<br />
The amount of any ongoing charges to be facilitated by <strong>Foresight</strong><br />
will be deposited in a bank account with Woodside Corporate<br />
Services Limited pending payment to advisers.<br />
Adviser Commission<br />
Authorised financial intermediaries may in certain situations be<br />
permitted to receive commission such as for execution only clients<br />
where no advice or personal recommendation has been given or<br />
for professional clients. In such permitted situations authorised<br />
financial intermediaries will be paid initial commission, usually at<br />
the rate of 3% of Subscriptions, plus annual trail commission at<br />
the rate of 0.5% of Subscriptions for a maximum of four years<br />
(inclusive of VAT). All commission will be paid from fundraising<br />
charges described above.
LIQUIDITY<br />
If Investors need to realise their Investments early, they will<br />
be able to offer their Investments for sale through <strong>Foresight</strong><br />
at their most recent valuation. <strong>Foresight</strong> will endeavour to<br />
arrange for any Investments so offered to be bought by the<br />
Investee Companies, or acquired by other <strong>Foresight</strong> <strong>Group</strong><br />
managed funds or other Investors. This does not imply any<br />
obligation on the part of any party to acquire Investments and<br />
there is no guarantee that Investments offered can be sold<br />
or that they can be sold at their most recent valuation. The<br />
disposal of an Investment before the end of the Three Year<br />
Period is likely to result in a loss or clawback of EIS Relief and<br />
crystallisation of any Capital Gains Tax Deferral Relief.<br />
As the Investments will be in unquoted companies, there will<br />
be no readily available market for the Investments. As a result,<br />
the most likely mechanism for realising Investments is through<br />
a realisation process implemented by <strong>Foresight</strong>. <strong>Foresight</strong> will<br />
consider options for making realisations and returning funds<br />
to Investors (subject to individual options to stay invested)<br />
FUND STRUCTURE<br />
The Fund comprises a number of discretionary managed<br />
Portfolios, which are managed on behalf of individual<br />
Investors in accordance with the investment objectives and<br />
restrictions set out in Schedule 1 of the Investor’s Agreement.<br />
The Investor’s Agreement is made between each Investor<br />
and <strong>Foresight</strong> (on behalf of itself and the Administrator and<br />
the Nominee) on the terms set out in Appendix 2 to this<br />
<strong>Information</strong> <strong>Memorandum</strong>. <strong>Foresight</strong> will be responsible for<br />
the discretionary management of Portfolios but each Investor,<br />
for legal and tax purposes, will be the beneficial owner of a<br />
specific number of Shares in each Investee Company, the<br />
aggregate of which, together with cash held on behalf of<br />
the Investor, comprise his or her Portfolio. The combined<br />
Portfolios comprise the Fund, which is as an unapproved<br />
EIS fund. The Nominee will be the registered holder of all<br />
Investments of the Fund.<br />
The Fund is not a collective investment scheme within the<br />
meaning of section 235 of the Financial Services and Markets<br />
Act 2000 by virtue of it being a fund complying within the<br />
meaning of Article 2 of the Schedule to the Financial Services<br />
and Markets Act 2000 (Collective Investment Schemes) Order<br />
2001 and, pursuant to clause 15.2 of the Investor’s Agreement,<br />
Investors are entitled only to the withdrawal rights prescribed<br />
by that clause.<br />
HOW TO INVEST<br />
Please read the Investor’s Agreement and complete the<br />
Application Form, both of which are included in this document.<br />
Potential Investors can apply to participate in the Fund in<br />
respect of any amount from £10,000 upwards, subject to the<br />
amount being a multiple of £1,000.<br />
Please send the completed Application Form, together with<br />
the Adviser Certificate and cheque (or confirmation of Direct<br />
in relation to each Investment after the Three Year Period.<br />
However, the timescale for realising Investments may be<br />
longer than the end of the Three Year Period.<br />
By the end of the Three Year Period, the Investee Companies<br />
should have established revenue streams supported by<br />
an established track record. The revenue forecasts for the<br />
Investee Companies should also be relatively predictable and<br />
will be underpinned by warranties from counterparties. As<br />
such, <strong>Foresight</strong> believes that the remaining income streams<br />
generated by the Investee Companies will be attractive to<br />
institutional investors or other <strong>Foresight</strong> <strong>Group</strong> managed<br />
funds and that either sales or refinancing of the Investee<br />
Companies would enable funds to be returned to Investors.<br />
As above, this does not imply any obligation on any party<br />
to acquire Investments and there is no guarantee that<br />
Investments offered for sale can be sold or that they can be<br />
sold at their most recent valuation. The proceeds of sale of<br />
Investments will be returned to Investors and not reinvested.<br />
Investors in the Fund will make Investments together<br />
and their Investments will be managed by <strong>Foresight</strong> on a<br />
common basis. The Fund will, therefore, constitute a collective<br />
investment undertaking within the meaning of the Markets<br />
in Financial Instruments Directive (MiFiD) and, by virtue of<br />
the exemption for collective investment undertakings in<br />
Article 2.1(h) of MiFiD, the Fund falls outside the remit<br />
of MiFiD.<br />
All Investors in the Fund will be categorised by <strong>Foresight</strong> as<br />
retail clients unless otherwise agreed by <strong>Foresight</strong> and the<br />
Investor, and their Applications will, therefore, be subject<br />
to their financial adviser certifying that participation in the<br />
Fund meets their objectives, that they have the expertise,<br />
experience and knowledge to understand the risks and<br />
that they are able to bear the associated risk involved in<br />
participating in the Fund. Investors who do not have financial<br />
advisers who will provide this confirmation will not be able to<br />
participate in the Fund.<br />
The Fund Manager is covered by the Financial Services<br />
Compensation Scheme. An Investor may be entitled to<br />
compensation from the scheme if the Fund Manager cannot<br />
meet its obligations, as described in greater detail in the<br />
Investor’s Agreement.<br />
Transfer) payable to ”The City Partnership-<strong>Foresight</strong> SE3”, by<br />
post to the Receiving Agent. <strong>Foresight</strong> will notify applicants<br />
if his or her application is accepted and such acceptance<br />
will create a binding agreement between the Investor and<br />
<strong>Foresight</strong> (for itself and the Administrator and the Nominee)<br />
on the terms of the Investor’s Agreement.<br />
FORESIGHT SOLAR EIS FUND 3<br />
09
WHAT HAPPENS AFTER INVESTING<br />
CLAIMING TAX RELIEFS<br />
10 FORESIGHT SOLAR EIS FUND 3<br />
1. Day 1: Investor submits application form<br />
2. Within 7 days: letter of acknowledgement by post to adviser and investor<br />
3. From date applications received and cleared up to 5 April 2014: Investments in Solar<br />
Power Plants. Contract notes sent to investors within five business days of investment<br />
4. From 5 April 2014: EIS3 Forms distributed. When the manager has invested in an EIS<br />
Company, and the Company has been trading for four months, the Company makes an EIS<br />
application to HMRC. Upon receipt of HMRC clearance the EIS Company sends EIS3 forms<br />
to each investor in respect of that investment, to be used to claim tax relief<br />
5. From April 2014 and every 6 months: Investors will be sent half-yearly reports by post,<br />
or electronically if so requested, updating them on the Fund. These will be sent in June and<br />
December, reporting on 6 months to 31 March and 6 months to 30 September respectively.<br />
Investors may request 3 monthly reports by contacting the Fund Manager in writing<br />
6. October 2017: Exit or Stay Invested. Based on exit opportunities after the qualifying<br />
period, investors should be able to exit or retain their holdings.<br />
* Please note that this diagram is indicative only of <strong>Foresight</strong>’s intention and is not a guarantee of future events.<br />
Income Tax Relief: Once you have received your EIS3 Form, you<br />
should enter the amount invested on your tax return for the year<br />
you are entitled to claim the income tax relief at 30%. If you have<br />
already submitted your tax return, complete the claim section on<br />
the EIS3 Form and send it to your tax office.<br />
NB: You will receive one EIS3 Form per EIS Company and these<br />
will arrive separately (i.e. you will not receive one EIS3 Form for<br />
the entire investment, but one EIS3 Form for each EIS Company<br />
invested in).<br />
Capital Gains Tax Deferral Relief: Complete the relevant claim<br />
section of the EIS3 Form and send to your tax office if the<br />
tax return detailing the gain to be deferred has already been<br />
submitted.
INTRODUCTION TO SOLAR POWER INVESTING<br />
Enough solar energy reaches the earth every hour to meet<br />
the world’s energy consumption for a whole year. The<br />
technology to harness some of this energy in the form of<br />
electricity is now tried and tested. Although it is generally a<br />
more expensive way to generate electricity than the burning<br />
of fossil fuels, solar power technology enjoys the support of<br />
government financial incentives as part of the UK Government’s<br />
drive to reduce greenhouse gas emissions by building<br />
renewable energy generating capacity.<br />
The European Union decided many years ago to promote<br />
renewable energy as part of the response to climate change.<br />
Over the last ten years, Germany, Spain and Italy among others<br />
have demonstrated how massive private sector investment in<br />
renewable energy can be unleashed by long term government<br />
support schemes. In the UK, the Renewable Obligation (as<br />
further detailed on page 13) has been adopted as the main<br />
mechanism for supporting the uptake of large-scale renewable<br />
electricity generation. It obliges electricity suppliers to source<br />
an increasing proportion of the electricity that they supply to<br />
customers from renewable sources and provides an additional<br />
income stream to renewable generators. The RO Scheme,<br />
thereby provides revenue support for electricity generated<br />
by qualifying Solar Power Plants.<br />
<strong>Foresight</strong> believes that solar power generation supported by<br />
the RO Scheme is attractive for investors in a time of economic<br />
uncertainty and austerity in government spending. While the<br />
level of government support has been reduced following the<br />
Renewable Obligation Banding Review (as further detailed on<br />
page 14), this follows years of substantial reductions in the<br />
cost of solar panels and, therefore, still allows for an attractive<br />
margin to be made by UK solar generators under the scheme.<br />
The UK Government has committed to ensure that 15% of all<br />
of the UK’s energy needs are met from renewable sources by<br />
2020 and this commitment implies a need for investment of an<br />
estimated £110 billion, part of which is expected to be directed<br />
to solar power.<br />
Having invested in solar power installations in Spain<br />
and Italy over the last five years, and with £50 million<br />
invested in UK Solar Power Plants, <strong>Foresight</strong> understands the<br />
exciting opportunities that government support can unlock<br />
for private investors. <strong>Foresight</strong> has strong relationships with<br />
developers, banks and other key counterparties and has a<br />
growing pipeline of investment opportunities. With a five year<br />
track record in solar power investing and an in-house team<br />
of experts in project finance, procurement and operations,<br />
<strong>Foresight</strong> intends to play a leading role in opening the solar<br />
power opportunity to private investors.<br />
Many people are aware of solar power, but have questions<br />
about how it works, whether it is efficient and how it can be<br />
used by investors to generate a profit. This introduction to<br />
solar power investing is intended to answer some of the<br />
more common questions.<br />
What is solar power?<br />
The building blocks of a solar power generator are<br />
photovoltaic cells, which convert light into electricity.<br />
They are typically made from layers of semiconducting<br />
material, usually silicon. Packaging a number of these<br />
photovoltaic cells into a frame, with a sheet of glass on the<br />
front to protect the layers of semiconducting material from<br />
weather and physical damage, creates a solar panel. A typical<br />
photovoltaic Solar Power Plant will comprise a number of<br />
solar panels connected together and linked to an inverter,<br />
an electrical device that converts the direct current (DC)<br />
generated by the panels into alternating current (AC), the<br />
form of electricity supplied through the mains electricity<br />
network. Panels may be mounted on rooftops or on the<br />
ground, and may be fixed or set to track the sun. Large<br />
numbers of photovoltaic systems have already been installed<br />
globally. Systems of this type are the main focus for the Fund<br />
and are referred to in this document as “Solar Power Plants”.<br />
Solar Panel Photovoltaic Cell<br />
anti-reflective coating<br />
silicon layers<br />
metal conductor strips<br />
metal backing<br />
What about watts?<br />
In order to calculate the potential revenue that a Solar Power<br />
Plant can generate, it is necessary to know both the value of<br />
each unit of electricity and the number of units that can be<br />
expected to be generated each year (known as the “annual<br />
output” which is measured in “kilowatt-hours (kWh)”). Annual<br />
output is a function of a Solar Power Plant’s peak capacity<br />
(measured in “kilowatts peak (kWp)”), the amount of solar<br />
energy reaching its panel(s), and a performance factor that<br />
allows for the alignment of the panels in relation to the sun,<br />
as well as the temperature and other factors.<br />
In the UK the average solar panel system generates an annual<br />
output of 850 kWh per 1kW rated system. For a typical 5MW<br />
installation this means around 4,250MW per year. Capacity is<br />
related to the physical size of the panels and the efficiency with<br />
which they convert solar energy into electricity. Efficiency is<br />
typically guaranteed by the panel manufacturer. Annual output<br />
is forecasted using meteorological data for average monthly<br />
sunlight levels for different geographical areas, allowing<br />
for weather and the number of daylight hours. <strong>Foresight</strong>’s<br />
experience suggests that estimates properly based on this<br />
data are reliable.<br />
(A megawatt (MW) = 1,000 kilowatts (kW); a gigawatt (GW) =<br />
1,000,000 kilowatts (kW) while 1MW is sufficient to power 1000<br />
homes in the UK.)<br />
FORESIGHT SOLAR EIS FUND 3<br />
11
AN INTRODUCTION TO SOLAR POWER INVESTING<br />
Insolation – solar energy reaching the UK<br />
Units are kilowatt-hours per m 2 per year<br />
900<br />
Vital statistics for some examples of PV Solar Systems:<br />
1200<br />
1000<br />
Source: Design of Feed-in Tariffs for Sub-5MW Electricity in Great Britain, quantitative analysis prepared for Department for Energy<br />
and Climate Change, July 2009<br />
12 FORESIGHT SOLAR EIS FUND 3<br />
<strong>Foresight</strong> backed Solar Power Plants = 16MW<br />
1100<br />
Capacity Output in kilowatt-hours annually*<br />
in kW peak UK Italy Spain<br />
Ground-mounted 10,000 10,100,000 15,700,000 14,300,000<br />
*Based on data from the Photovoltaic Geographical <strong>Information</strong> System (“PV GIS”) for London, Brindisi<br />
(Italy) and Toledo (Spain)
Is the equipment reliable?<br />
Solar Power Plants have few moving parts and operate over<br />
long periods with minimal maintenance. The Department of<br />
Energy and Climate Change (DECC) has stated that “PV is<br />
easier to deploy than other technologies and carries less risk<br />
to the investor since it is a tried and tested technology”. The<br />
EU Energy Institute has described solar panels as a good long<br />
term investment, capable of performing well after thirty years<br />
of life. The reliability of Solar Power Systems is increasing<br />
with the development of modern technology, and their<br />
performance will only improve over time.<br />
The majority of solar panel manufacturers guarantee the<br />
efficiency of their equipment for long periods. They typically<br />
guarantee an 80% performance rate for 20-25 years and a<br />
90% performance rate for 10-12 years. Solar Power Plants<br />
owned by Investee Companies will generally be installed and<br />
maintained by specialist contractors, who may also provide<br />
guarantees to supplement the core equipment guarantees.<br />
Such guarantees and contracts are of course subject to<br />
normal commercial limitations.<br />
Why is solar power interesting now?<br />
<strong>Foresight</strong> believes that Solar Power Plants accredited under<br />
the RO Scheme offer attractive returns to Investors. The UK<br />
market has grown significantly in recent years, surpassing<br />
1GW of capacity in early 2012, and this growth is expected to<br />
continue, with DECC forecasts estimating that there will be<br />
between 7GW and 20GW of solar power installed in the UK by<br />
2020. Solar technology has now established itself in the UK,<br />
with Solar Power Plants developing solid track records. The<br />
supply chain has grown in line with the increase in capacity<br />
and many reputable suppliers and contractors now operate<br />
in the UK.<br />
Solar panel prices have reduced substantially over the<br />
past 2 years with a 50% reduction between summer 2011<br />
Output figures<br />
Generators<br />
Source: www.decc.gov.uk<br />
1<br />
2<br />
Issues ROCs<br />
for output<br />
AN INTRODUCTION TO SOLAR POWER INVESTING<br />
and March 2012. The RO Scheme is a market based incentive<br />
so it does not expose investors to government spending<br />
decisions. Furthermore, the scheme is designed with a<br />
headroom mechanism, to ensure the value of ROCs<br />
remains stable.<br />
Government driven revenue support schemes introduced in<br />
FORESIGHT SOLAR EIS FUND<br />
Germany, Spain and Italy a number of years ago stimulated<br />
major investment in the sector. <strong>Foresight</strong> has been investing in<br />
Solar Power Plants in Italy and Spain since 2008 and believes<br />
that the support under the RO Scheme will drive a wave of<br />
investment from which the Fund can benefit.<br />
The Renewable Obligation Scheme<br />
The Renewable Obligation (RO) is the main financial<br />
mechanism supporting the uptake of large-scale renewable<br />
electricity generation in the UK. It came into force in April<br />
2002 and requires energy suppliers to source a specified<br />
proportion of the electricity that they supply to their<br />
customers from renewable sources. This proportion is set<br />
to increase annually until 2037 as determined by the<br />
Department of Energy and Climate Change (DECC).<br />
The RO works on the basis of Renewable Obligation<br />
Certificates (ROCs). ROCs are issued to renewable energy<br />
generators based on the amount of eligible renewable<br />
electricity they generate. These ROCs can then be sold to<br />
licensed UK electricity suppliers alongside the electricity<br />
they produce. A supplier meets its obligations under the<br />
RO by submitting ROCs (bought from generators) or by<br />
paying a penalty to Ofgem (known as the “buy-out” price),<br />
or a combination of the two. The payment that a renewable<br />
generator receives for ROCs subsidises the additional costs<br />
incurred by generating electricity from renewable energy<br />
sources rather than fossil fuels and nuclear. Electricity<br />
suppliers pass the additional cost of buying ROCs on to<br />
their customers.<br />
3<br />
Sell ROCs<br />
4<br />
Present ROCs<br />
and/or<br />
buy-out to<br />
fulfil Obligation<br />
Suppliers<br />
FORESIGHT SOLAR EIS FUND 3<br />
13<br />
13
AN INTRODUCTION TO SOLAR POWER INVESTING<br />
The amount of ROCs issued to generators depends on<br />
the amount of energy they generate. Originally, one<br />
ROC was issued for each megawatt hour (MWh) of<br />
eligible renewable output generated. Since April 2009, the<br />
number of ROCs given for each MWh of eligible renewable<br />
electricity generated varies according to the type of<br />
renewable energy source. This is known as ‘banding’, which<br />
was introduced with the aim of providing more targeted<br />
levels of support to different renewable technologies,<br />
reflecting differences in costs and market readiness.<br />
The UK Government decided to fix the banding rates<br />
for different technologies from 2009 to 2013 to provide<br />
certainty for generators. Until the end of March 2013,<br />
solar PV was entitled to 2 ROCs per MWh of electricity<br />
generated. New (lower) banding rates took effect on 1 April<br />
2013 with ground-mounted solar PVs receiving 1.6 ROCs<br />
in 2013/14 (reducing to 1.2 ROCs by 2016/17). Legislation<br />
enables the UK Government to review banding levels on a<br />
four-yearly basis with interim reviews, if required, carried<br />
out through government consultations.<br />
Historic ROC buyout prices<br />
Obligation period<br />
(1st April - 31st March)<br />
Source: Ofgem<br />
14 FORESIGHT SOLAR EIS FUND 3<br />
Buy-out price<br />
2002 - 2003 £30.00<br />
2003 - 2004 £30.51<br />
2004 - 2005 £31.39<br />
2005 - 2006 £32.33<br />
2006 - 2007 £33.24<br />
2007 - 2008 £34.30<br />
2008 - 2009 £35.76<br />
2009 - 2010 £37.19<br />
2010 - 2011 £36.99<br />
2011 - 2012 £38.69<br />
2012 - 2013 £40.71<br />
2013 - 2014 £42.02<br />
When an alteration to the banding levels is applied to new<br />
generating stations, existing generating stations accredited<br />
before that date remain subject to their initial level of<br />
support. The government’s “grandfathering” policy ensures<br />
that generating stations receive the same, fixed level of<br />
support (i.e. number of ROCs) for the full lifetime of their<br />
eligibility under the RO (20 years from when they are<br />
first accredited).<br />
If suppliers don’t purchase sufficient ROCs from renewable<br />
generators to meet their obligations, they have to pay a<br />
penalty of an equivalent amount into a “buy-out fund”.<br />
All buy-out payments in the fund are recycled back to<br />
the suppliers who were able to meet their obligations, in<br />
proportion to the number of ROCs they hold. Suppliers<br />
who did not submit any ROCs will not receive any<br />
proportion of the buy-out fund. The “buyout fund”<br />
therefore acts as a financial incentive to suppliers to<br />
source their energy from renewable generators The ROC<br />
buyout fee is fixed each year by DECC. Buyout prices to<br />
date are indicated below. As the Buyout Price has been<br />
increased in line with RPI the revenues received by Solar<br />
Power Plants are inflation linked. However, this fixed target<br />
figure can be superseded by a headroom calculation if the<br />
predicted level of ROCs that will be available turns out to<br />
be higher than initially estimated. When this is the case, the<br />
higher of the fixed target or the headroom figure is used to<br />
determine the level of the RO and calculate the number of<br />
ROCs that need to be submitted. The headroom calculation<br />
works by providing a set margin (10%) between the<br />
predicted generation of electricity from renewable sources<br />
(the supply of ROCs) and the level of the RO (demand for<br />
ROCs). The headroom mechanism helps to reduce the<br />
likelihood that renewables generation will exceed the RO in<br />
any given year, the result of which would be a reduction in<br />
the value of ROCs.<br />
So, although the pricing mechanism might appear<br />
complicated to explain, the reality is that it has created a<br />
stable platform for the past 10 years and the UK Government<br />
remains fully committed to it as a key component of their<br />
carbon reduction commitment.<br />
Electricity Market Reform and the 2012 Energy Bill<br />
In July 2011 the UK Government’s Electricity Market Reform<br />
was outlined in “Planning Our Electric Future: A White Paper<br />
for Secure, Affordable and Low-Carbon Electricity”. The<br />
package of measures outlined are intended to stimulate<br />
£110 billion to be invested by 2020 to replace ageing energy<br />
infrastructure and drive the decarbonisation of the energy<br />
sector while maintaining security of supply and affordability<br />
for consumers.<br />
Following over a year of pre-legislative consultation, on<br />
29 November 2012, the Energy Bill was introduced to<br />
Parliament. The primary measures introduced were:
• Feed-in Tariffs (FIT) with Contracts for Difference (CFD)<br />
intended to stabilise revenues for investors in low-carbon<br />
electricity generation projects that will in time replace the<br />
RO Scheme.<br />
• A Capacity Mechanism to support investment in base load<br />
generation capacity.<br />
• Emissions Performance Standards to restrict the use of<br />
the most polluting power stations.<br />
• A Carbon Floor Price to support the European Emissions<br />
Trading Scheme.<br />
While the proposals have not yet been passed into law and<br />
there are still some areas that lack clarity, the Government<br />
has indicated how it intends the transition from the current<br />
RO Scheme to FIT with CFD to work so as to avoid a hiatus<br />
in investment. However, these developments should begin<br />
after the investment period of the Fund during which all<br />
generation will be under the RO Scheme. The FIT with CFD<br />
will be available from April 2014 while the RO Scheme will be<br />
open for new generation plants commissioned until 31 March<br />
2017. This means that there will be over three years during<br />
which generators can choose between the two schemes.<br />
From 31 March 2017 the RO Scheme will be closed to new<br />
generation but all generation accredited before that date<br />
will be “grandfathered”, continuing to receive the level of<br />
support set at commissioning for the full agreed 20 years,<br />
meaning the scheme will close in 2037.<br />
Is solar power economic, particularly in the UK?<br />
The long-term income supported by the RO Scheme is<br />
intended to provide an attractive return on investment after<br />
taking into account the system cost, sunlight available and<br />
other factors which vary by location. There are potentially<br />
attractive economic returns to owners of Solar Power Plants<br />
that are properly installed in appropriate locations.<br />
How big is the market opportunity?<br />
The UK Government has committed to ambitious targets to<br />
decarbonise the UK economy and increase the proportion of<br />
energy generation provided by renewable sources. Installed<br />
solar PV capacity in the UK has grown to 2 GW at the start of<br />
2013, 8 times the capacity in July 2011. This market growth is<br />
expected to continue, with the DECC forecasting that there<br />
will be between 7GW and 20GW of solar power installed in<br />
the UK by 2020.<br />
How long will it take to get the Fund invested?<br />
<strong>Foresight</strong> has a healthy pipeline totalling over £650 million<br />
of potential investments in May 2013 and intends to invest<br />
monies received on or before the closing date by 5 April<br />
2014. <strong>Foresight</strong> may, at its discretion, extend the investment<br />
period by up to 12 months if the Fund is not fully invested by<br />
5 April 2014.<br />
How does <strong>Foresight</strong> source investments?<br />
<strong>Foresight</strong> sources solar investment opportunities through<br />
operators and developers and from its network of contacts<br />
with property owners and professional advisers. As a<br />
provider of such finance, with a strong track record in the<br />
AN INTRODUCTION TO SOLAR POWER INVESTING<br />
European solar industry, <strong>Foresight</strong> can be an attractive<br />
partner for such businesses.<br />
What returns can be expected from the portfolio?<br />
<strong>Foresight</strong> aims to achieve returns sufficient to exceed the<br />
target for total return of 120p per £1 invested over three to<br />
four years. In order to achieve these returns, <strong>Foresight</strong> will<br />
focus on three key aspects of the selection and management<br />
of Solar Power Plants:<br />
Minimising system cost – one of the main determinants<br />
of returns is the installed cost of Solar Power Plants, the<br />
key element of which is photovoltaic panel cost, which has<br />
fallen significantly over recent years. The Fund will seek to<br />
minimise installed cost, subject to obtaining appropriate<br />
guaranteed quality.<br />
Selecting locations – <strong>Foresight</strong> expects returns to be<br />
higher for a Solar Power Plant located in an area with<br />
more solar radiation than the UK average, for example in<br />
southern England.<br />
Leverage and realisation – returns can be boosted by<br />
leveraging the Fund’s investments with third-party debt and by<br />
selling assets at the end of the planned exit period to buyers<br />
willing to accept a lower future yield on the investment.<br />
<strong>Foresight</strong> has secured significant levels of debt finance for<br />
solar power investments during and since the credit crisis<br />
and has wide experience of realising investments. Returns<br />
from the Fund’s portfolio will also depend on a number of<br />
other factors, including the timing of deployment of the funds<br />
raised and the level of UK inflation.<br />
How can the Fund realise investments?<br />
<strong>Foresight</strong> believes that operational solar power assets will<br />
be attractive to utilities, pension funds, insurance companies<br />
and other investors and will be readily marketable within<br />
the planned exit timeframe. Indeed there have already been<br />
examples of such activity and a developing secondary market<br />
over the past twelve months. Refinancing potentially offers<br />
an alternative route to liquidating part of the portfolio ahead<br />
of exits.<br />
What competition will <strong>Foresight</strong> face?<br />
<strong>Foresight</strong> has demonstrated its ability to compete successfully<br />
in the UK solar sector, securing the acquisition of four high<br />
quality projects commissioned at the highest historic rate of<br />
government support for Solar Power Plants under the Feed<br />
in Tariff (FIT) scheme and against tight deadlines driven by<br />
changes to subsidy levels. The investment team also has a<br />
strong track record in Italy and Spain and believes that its<br />
in-house sector expertise and entrepreneurial approach<br />
provide a powerful competitive advantage.<br />
A variety of other equity and debt providers are, or will,<br />
become active in the UK, Italy and Spain and may compete<br />
to provide finance. Equity finance for the installation of Solar<br />
Power Plants may be provided by the owner or occupier of<br />
land, by a utility or by the installer or even the equipment<br />
manufacturer. However, <strong>Foresight</strong>’s strong relationships in<br />
the UK market and record of closing deals, places it at an<br />
advantage to many competitors in the market.<br />
FORESIGHT SOLAR EIS FUND 3<br />
15
AN INTRODUCTION TO SOLAR POWER INVESTING<br />
Will the opportunity be affected by cuts in<br />
Government spending?<br />
The long-term revenue support provided by the RO Scheme<br />
is not paid by the UK Government. Instead, legislation<br />
requires the major electricity suppliers to pay the prices<br />
directly to owners of Solar Power Plants. The costs are spread<br />
among all licensed electricity suppliers, and may be passed<br />
on to consumers as part of the normal bill for electricity<br />
consumption. However, the Government has reasserted its<br />
commitment to renewable energy in general and solar in<br />
particular in the recently published draft Energy Bill and<br />
Renewable Energy Roadmap. The recent agreement on the<br />
Levy Control Framework will allow the spend on Low Carbon<br />
electricity to triple in real terms from £2.35 billion in 2012/13<br />
to £7.6 billion in real terms in 2020/21.<br />
What if there are continued macro-economic difficulties?<br />
In <strong>Foresight</strong>’s view, the drivers of solar power investment are<br />
not related to general economic trends. The financial case<br />
for investment is based on the commitment of the EU to<br />
renewable energy, reflected in legally binding EU Directives<br />
under which the UK has committed to source 15% of all energy<br />
from renewable sources by 2020. This target implies that new<br />
investment of around £110 billion will be required in the UK<br />
alone, some of which is expected to be directed to solar power.<br />
16 FORESIGHT SOLAR EIS FUND 3<br />
If some of the investments will be outside the UK, is there<br />
a currency risk?<br />
There is no current intention to invest in Solar Power Plants<br />
outside of the UK. However, <strong>Foresight</strong> has been able fully<br />
to hedge the currency exposure of the capital cost for all<br />
its solar power investments made by sterling denominated<br />
funds in assets outside the UK. Likewise, it would expect to<br />
do so for any such investments funded by the Fund in order<br />
to protect investors from currency movements against the<br />
pound sterling. For UK investments, depreciation of the<br />
pound sterling against the US dollar or the Euro would tend<br />
to increase equipment prices, potentially reducing the returns<br />
from investments made after such depreciation.<br />
Is planning permission a problem?<br />
Ground-mounted installations usually require planning<br />
permission, but <strong>Foresight</strong> expects planning authorities to be<br />
supportive in this regard, on the basis that Solar Power Plants<br />
are likely to have less visual and other impact on the local<br />
environment than other renewable energy technologies (with<br />
the possible exception of ground source heat pumps which<br />
may also have little visual impact). Risks relating to planning<br />
consents would generally be borne by the developers and are<br />
not something to which it is expected Investors in <strong>Foresight</strong><br />
Solar EIS Fund 3 would be directly exposed.
AN INTRODUCTION TO SOLAR POWER INVESTING<br />
FORESIGHT’S KENT SOLAR PLANT AYLESFORD, KENT 5MW OPERATIONAL JULY 2011<br />
FORESIGHT SOLAR EIS FUND3<br />
17
INVESTMENT TEAM<br />
FORESIGHT HAS BUILT A HIGHLY-EXPERIENCED TEAM OF 25 INVESTMENT MANAGERS WITH A FOCUS<br />
ON THE ENVIRONMENTAL AND RENEWABLE ENERGY SECTORS. SUPPORTED BY OTHER FORESIGHT<br />
PARTNERS, THIS TEAM INVESTED IN SOLAR POWER PLANTS WITH A TOTAL VALUE OF MORE THAN<br />
£310 MILLION BETWEEN 2007 AND 2012.<br />
18 FORESIGHT SOLAR EIS FUND 3<br />
Jamie Richards<br />
Partner & Head of Infrastructure<br />
Jamie has led <strong>Foresight</strong>’s solar<br />
energy team since inception in 2007.<br />
He has played a key role in creating<br />
<strong>Foresight</strong>’s network of lenders,<br />
advisers, installation contractors and<br />
asset owners. Jamie is a chartered<br />
accountant with 17 years’ experience<br />
across fund management, banking<br />
and asset financing and has worked at<br />
PricewaterhouseCoopers, Citigroup<br />
and Macquarie.<br />
~<br />
Ricardo Pineiro<br />
Senior Investment Manager<br />
Ricardo joined <strong>Foresight</strong> from Espirito<br />
Santo Investment, where he spent three<br />
years in the project finance division as an<br />
assistant manager with a special focus<br />
on transport, energy, oil and gas. He has<br />
strong experience of structuring, financial<br />
modelling and due diligence analysis of<br />
transactions as well as credit and debt<br />
facilities management. Prior to Espirito<br />
Santo he worked as a business analyst<br />
in the corporate finance division of a<br />
Portuguese investment bank in Lisbon.<br />
Ricardo is primarily focused on UK Solar<br />
and has executed £50 million of UK Solar<br />
transactions to date.<br />
Matt Black<br />
Investment Analyst<br />
Matt joined <strong>Foresight</strong> from Imperial<br />
College, London where he was a Research<br />
Associate focusing on the financing of<br />
UK renewable energy and electricity<br />
infrastructure. He previously spent over<br />
4 years at Credit Suisse working as an<br />
Investment Manager and structuring<br />
funds and SPVs. He is IMC qualified and<br />
holds an MSc in Environmental Technology<br />
and Energy Policy from Imperial<br />
College, London.<br />
Pietro Zerauschek<br />
Partner<br />
Pietro is responsible for leading the US<br />
Solar programme having previously managed<br />
<strong>Foresight</strong>’s Italian office. He is a qualified<br />
mechanical engineer with over 15 years’<br />
engineering experience and has been providing<br />
technical advisory and engineering services for<br />
the financing, construction and operation of<br />
solar energy projects for five years. He is a<br />
director of the project companies for all<br />
<strong>Foresight</strong>’s existing Italian and Spanish<br />
solar assets.<br />
Dan Wells<br />
Director<br />
Dan joined <strong>Foresight</strong> with 12 years’<br />
experience in finance and investment,<br />
specialising in sustainability and clean<br />
energy infrastructure. Prior to <strong>Foresight</strong><br />
Dan ran the global corporate finance team<br />
at Sindicatum Sustainable Resources in<br />
Singapore, where he helped raise and invest<br />
USD 300 million in clean energy. Dan is a<br />
chartered accountant and from 2000 to<br />
2007, worked for Ernst & Young advising<br />
businesses and government agencies on<br />
environmental finance and green<br />
investment issues.<br />
Arnoud Klaren<br />
Portfolio Manager & Technical Director<br />
Arnoud joined <strong>Foresight</strong> from SolFocus, where<br />
he spent four years managing solar projects<br />
based on Concentrated Photovoltaics, an<br />
innovative solar technology. He was responsible<br />
for the construction and start-up of pioneering<br />
CPV projects in Spain, Saudi Arabia and<br />
Greece. Prior to SolFocus Arnoud founded and<br />
managed ThinkSpectrally, a spin-off company<br />
of the University of Valencia in Spain, dedicated<br />
to Quality Assurance in the PV manufacturing<br />
process, among other areas. Arnoud holds a<br />
Master of Science in Electrical Engineering.
Federico Giannandrea<br />
Partner<br />
Federico trained as a lawyer with<br />
Allen & Overy in Rome before joining<br />
Deutsche Bank, London in 2005. There<br />
he was involved in the acquisition of solar<br />
and other renewable energy assets in<br />
Poland, Spain, Greece, Belgium and Italy,<br />
structuring and negotiating key elements<br />
of a portfolio with electricity generating<br />
capacity of 2GW. As a vice-president within<br />
the renewable energy team, Federico led<br />
the project financing and installation<br />
contracting for an 8MW Solar Power<br />
Plant project in southern Italy and<br />
was involved in several other solar<br />
and wind power projects.<br />
Diomidis Dorkofikis<br />
Senior Investment Manager<br />
Diomidis gained a degree in Industrial<br />
Management & Technology and<br />
a masters degree in corporate finance<br />
before joining Millennium Bank, Athens as<br />
a project finance analyst. At Millennium<br />
Bank he specialised in renewable energy<br />
and other infrastructure and property<br />
investments and was involved in the sale<br />
of two wind power projects with capacity<br />
of 48MW and in the appraisal of a solar<br />
power project. He joined <strong>Foresight</strong>’s Rome<br />
office in September 2009.<br />
Simona Befani<br />
Portfolio Manager<br />
Simona joined <strong>Foresight</strong> with five years’<br />
experience in renewable energy gained<br />
at international law firms where she worked<br />
on infrastructure and renewable project<br />
financing deals. Admitted to the Italian Bar<br />
association in 2010, at <strong>Foresight</strong> Simona<br />
takes responsibility for managing the Italian<br />
solar portfolio and arranging and structuring<br />
relevant financing. Fluent in English as well<br />
as Italian, Simona is based in <strong>Foresight</strong>’s<br />
Italian office.<br />
Carlos Rey Micolau<br />
Portfolio Manager & Technical Director<br />
Carlos is a graduate in Industrial Engineering<br />
from UPC Barcelona and has worked as<br />
an energy and technical consultant in the<br />
International Renewable Energy Market,<br />
specialising in energy projects in Spanish<br />
Portuguese and Italian markets. At <strong>Foresight</strong><br />
Carlos’s responsibility is to lead the technical<br />
operations for all assets under management<br />
whether new construction or fully<br />
operational. Based in the UK, Carlos is fluent<br />
in Spanish, Catalan, Italian and English.<br />
Ivo O. Pitanguy<br />
Inestment Analyst<br />
SENIOR PARTNERS<br />
INVESTMENT TEAM<br />
Ivo joined <strong>Foresight</strong> having graduated in<br />
Economics from the University of California,<br />
San Diego. Before joining <strong>Foresight</strong>, Ivo worked<br />
in a finance rotation program at Banco Prosper<br />
in Rio de Janeiro, Brazil, where he worked in<br />
Research and Trading. Ivo is fluent in Portuguese,<br />
English, and Italian.<br />
Three further partners of <strong>Foresight</strong> will play important<br />
roles in relation to the Fund. Bernard Fairman and David<br />
Hughes are members of <strong>Foresight</strong>’s investment committee,<br />
whilst Gary Fraser heads <strong>Foresight</strong>’s finance and<br />
administration department.<br />
Bernard Fairman<br />
Chairman of <strong>Foresight</strong> <strong>Group</strong><br />
Bernard has over 25 years’ investment<br />
experience. With a degree in economics from<br />
Nottingham University, he joined Panmure<br />
Gordon as an oil investment analyst, then moved<br />
to Edward Bates, a specialist City investment<br />
bank. He then worked with several small<br />
electronics companies before joining the newly<br />
formed 3i Ventures in 1981. He founded <strong>Foresight</strong><br />
<strong>Group</strong>, formerly VCF Partners, with Peter<br />
English in 1984.<br />
David Hughes<br />
Chief Investment Officer<br />
David is responsible for <strong>Foresight</strong>’s private<br />
equity investment activities and portfolio<br />
management. David has 38 years experience<br />
of unquoted investment management,<br />
initially with 3i and subsequently establishing<br />
fund management operations for Framlington<br />
Investment Management Ltd, Baltic plc and<br />
Bank Austria AG, London. He has been involved<br />
in VCT management since 2004.<br />
Gary Fraser<br />
<strong>Group</strong> Finance Director<br />
Gary directs financial management and<br />
compliance, a role he has fulfilled at <strong>Foresight</strong><br />
for eight years. He was previously company<br />
secretary for Baronsmead VCTs and other<br />
companies and funds within ISIS Asset<br />
Management plc. He qualified as a Chartered<br />
Accountant with Ernst & Young in 1996 and<br />
has been involved in raising over £1 billion<br />
for a range of companies.<br />
FORESIGHT SOLAR EIS FUND 3<br />
19
FORESIGHT’S BRIDGWATER SOLAR PLANT SOMERSET 2MW OPERATIONAL JULY 2011<br />
20<br />
FORESIGHT SOLAR EIS FUND 3
RISK FACTORS<br />
INVESTMENT IN SMALLER, UNQUOTED COMPANIES, BY ITS NATURE, INVOLVES A HIGH DEGREE<br />
OF RISK. INVESTORS SHOULD SEEK FINANCIAL ADVICE ABOUT WHETHER PARTICIPATION IN THE<br />
FUND IS SUITABLE FOR THEM IN THE LIGHT OF THE INFORMATION IN THIS DOCUMENT AND THEIR<br />
PERSONAL CIRCUMSTANCES.<br />
SET OUT BELOW ARE WHAT THE FUND MANAGER BELIEVES TO BE THE KEY RISKS ASSOCIATED WITH<br />
PARTICIPATING IN THE FUND. ADDITIONAL RISKS AND UNCERTAINTIES, NOT PRESENTLY KNOWN TO<br />
THE FUND MANAGER, OR WHICH THE FUND MANAGER CURRENTLY DEEMS IMMATERIAL, MAY ALSO<br />
HAVE AN ADVERSE EFFECT ON THE FUND AND ON INVESTMENTS.<br />
General risk<br />
Prospective Investors should be aware that the value of<br />
investments through the Fund can fall as well as rise. In addition,<br />
there is no guarantee that the valuation of Shares will fully<br />
reflect their underlying value, or that the Shares can be sold at<br />
that valuation. The value of Investments and income from them<br />
may go down as well as up and Investors may not get back the<br />
amount they originally invest through the Fund.<br />
Liquidity and exit<br />
The Investee Companies will be small, unquoted companies.<br />
Realisation of investments in unquoted companies can be<br />
difficult and may take considerable time. Investment in<br />
such companies by its nature is illiquid and uncertain and<br />
consequently involves a higher degree of risk than a portfolio<br />
of quoted shares.<br />
There is no market, nor is there intended to be a market,<br />
for Investments; as such, an Investment will not be readily<br />
realisable. It is not intended that any income or capital will be<br />
returned to Investors during the Three Year Period. After the<br />
Three Year Period, it may still be difficult to realise Investments<br />
or to obtain reliable information about their value as the market<br />
for shares in smaller companies is often less liquid than that for<br />
shares in larger companies, bringing with it potential difficulties<br />
in acquiring, valuing and disposing of such shares. An EIS<br />
investment should, therefore, be seen as a longer<br />
term investment.<br />
Operational risks<br />
The performance of the Fund is dependent on the ability of<br />
the Fund Manager to identify appropriate Investee Companies<br />
and on the ability of the Investee Companies to perform in<br />
line with their respective business plans. The income from the<br />
Investee Companies will depend on the revenues generated by<br />
the activities undertaken by such companies, which may be less<br />
than the costs incurred by such companies.<br />
Investment in smaller, unquoted companies, by its nature,<br />
involves a high degree of risk. Proper information for<br />
determining their value or the risks to which they are exposed<br />
may also not be available. Investment in such companies can<br />
offer good investment returns but by its nature is illiquid and<br />
uncertain and consequently involves a higher degree of risk<br />
than a portfolio of quoted shares. Realisation of investments<br />
in unquoted companies can be difficult and may take<br />
considerable time.<br />
Projects engaged in by Investee Companies may be subject<br />
to operational risks such as divergence between forecast and<br />
actual levels of solar radiation, or by changes in legislation, or<br />
by changes in the rates of revenue support, interest, inflation,<br />
foreign exchange or tax, or by changes in prices of solar<br />
panels and other capital equipment, energy, or financing, or<br />
by changes in labour, maintenance, safety or other operating<br />
costs, or by operating and technical risks, including risk of<br />
mechanical breakdown, failure to perform according to design<br />
specifications, failure to obtain accreditation and registration<br />
with Ofgem for Solar Power Plants, unavailability of grid<br />
connection, labour and other work interruptions, delays as a<br />
result of statutory and regulatory requirements, including those<br />
imposed by environmental, safety, labour and other regulatory<br />
and political authorities, or where construction operations do<br />
not proceed as planned and other unanticipated events that<br />
adversely affect operations.<br />
Investee Companies will be expected to maintain all appropriate<br />
industry standard insurances. However, failure to do so or<br />
failure to successfully claim under these insurance policies may<br />
materially impact the performance of the business in the event<br />
a claim is triggered. There are some types of losses, such as<br />
terrorism, acts or war, force majeure or other unforeseeable<br />
catastrophic events that cannot be insured at all, and situations<br />
where insurance is not adequate or as to which inadequate<br />
reserves had been established, which may adversely impact on<br />
the anticipated returns from a project.<br />
Although the intention is that Investee Companies will only<br />
engage counterparties to undertake projects where the<br />
counterparties are considered sufficiently credit-worthy,<br />
some counterparties may fail to honour some or all of their<br />
obligations under the relevant contracts which may adversely<br />
impact on the anticipated returns from a project.<br />
Investee Company performance<br />
The Investee Companies are likely to be small, thinly<br />
capitalised trading companies acting in new markets. As such,<br />
they are vulnerable to risks which might have a smaller impact<br />
on larger, better capitalised companies including management<br />
performance risks, counterparty credit risk, interest rate risk,<br />
market risks, supplier and customer concentration risks and<br />
other commercial risks which may materially impact<br />
their performance.<br />
FORESIGHT SOLAR EIS EIS FUND 3<br />
21
RISK FACTORS<br />
The projects engaged in by the Investee Companies may not<br />
be completed within budget, within the agreed timeframe or to<br />
the agreed specification. Although it is intended that the main<br />
risks of any delay in the completion of the construction or any<br />
overrun in the costs of the construction will be passed on to the<br />
relevant sub-contractor, there is some risk that the anticipated<br />
returns of the relevant projects undertaken by the Investee<br />
Companies will be adversely affected.<br />
Any delay to an Investee Company securing revenue from its<br />
customers will likely materially impact the anticipated returns<br />
generated from that Investee Company.<br />
Tax and policy changes<br />
The information contained in this <strong>Information</strong> <strong>Memorandum</strong><br />
makes reference to the current laws concerning EIS Relief,<br />
Business Property Relief and Capital Gains Tax Deferral Relief.<br />
These levels and bases of relief may be subject to change. The<br />
tax reliefs referred to in this <strong>Information</strong> <strong>Memorandum</strong> are<br />
those currently available and their value depends on individual<br />
circumstances. Past performance is not necessarily a guide to<br />
future performance and may not necessarily be repeated.<br />
Any change of Governmental, economic, fiscal, monetary or<br />
political policy and, in particular any spending cuts or material<br />
movements in interest rates could materially affect, directly<br />
or indirectly, the operation of Investee Companies and/or<br />
the performance of Investment Companies and the value of<br />
and returns from Investments and/or its ability to achieve or<br />
maintain EIS qualifying status.<br />
Portfolio/Fund performance<br />
The level of returns from Investments may be less than<br />
expected if there is delay in the investment programme,<br />
such that all or part of the Fund is held in cash or near cash<br />
investments for longer than expected, or if the returns obtained<br />
on Investments are less than planned, or if Investments cannot<br />
be realised at the expected time and values. There can be<br />
no guarantee that suitable investment opportunities will be<br />
identified in order to meet the Fund’s objectives.<br />
Fund Manager<br />
The departure of any of the Fund Manager’s members, partners<br />
or employees or those of its Associates could have a material<br />
adverse effect on the performance of the Fund. Whilst the Fund<br />
Manager has entered into appropriate agreements with its<br />
members, partners, employees and Associates, the retention<br />
of their services cannot be guaranteed. The past performance<br />
of <strong>Foresight</strong> <strong>Group</strong> is not necessarily a guide to its future<br />
performance and may not necessarily be repeated. The value<br />
of Investments and income from them may go down as well as<br />
up and Investors may not get back the amount they originally<br />
invest in the Fund.<br />
EIS qualifying status of the Investor<br />
There are circumstances in which an Investor could cease to<br />
qualify for the taxation advantages offered by the EIS. For<br />
example, Capital Gains Tax Deferral Relief could be lost if an<br />
Investor ceases to be resident or ordinarily resident in the<br />
22 FORESIGHT SOLAR EIS FUND 3<br />
United Kingdom during the Three Year Period. In addition, an<br />
Investor could cease to qualify for EIS Relief if he receives value<br />
from the Fund or one of the Investee Companies during the<br />
period beginning one year before the Shares in the Investee<br />
Companies are issued and ending on the conclusion of the<br />
Three Year Period. Payment of a dividend, however, would not<br />
typically be regarded as a receipt of value.<br />
EIS qualifying status of the Investee Companies<br />
If an Investee Company ceases to carry on business of the type<br />
prescribed for EIS Qualifying Companies during the Three Year<br />
Period, this could prejudice its qualifying status under the EIS.<br />
The situation will be closely monitored with a view to preserving<br />
the Investee Company’s qualifying status, but this cannot be<br />
guaranteed. A failure to meet the qualifying requirements for<br />
EIS could result in:<br />
• Investors being required to repay the 30% income tax relief<br />
received on subscription for Shares and interest on the same;<br />
• a liability to tax on capital gains on a disposal of the Shares;<br />
and<br />
• any deferred gain crystallising.<br />
Further details of the taxation implications of an investment<br />
in an EIS Qualifying Company are set out in Appendix 1 of<br />
this document.<br />
Although provisional approval will be sought from HMRC that<br />
the Investee Companies are expected to be EIS Qualifying<br />
Companies and their activities should qualify under the EIS<br />
prior to making an Investment, there is no guarantee that<br />
the formal EIS claims will be agreed or that such agreement<br />
will not be subsequently withdrawn. In those circumstances,<br />
Subscription monies will not be returned to Investors. If an<br />
Investee Company fails to obtain EIS Qualifying Company<br />
status, or if it is subsequently withdrawn, EIS income tax relief<br />
and Capital Gains Tax Deferral Relief would not be available to<br />
Investors or could be withdrawn.<br />
Under HMRC EIS rules, EIS Qualifying Companies are required<br />
to have employed 100% of their net funds (after the deduction<br />
of issue costs) within 24 months after the date of issue of<br />
Shares, except where the qualifying activity consists of<br />
preparing to carry on a trade in which case the time limit is 24<br />
months after the date of commencing the trade. If an Investee<br />
Company fails to employ this level of funds within the required<br />
deadlines, the Investee Company would be in breach of the EIS<br />
regulations and tax relief may be withdrawn.<br />
A sale of Shares in the Investee Companies within the Three<br />
Year Period will result in the 30% income tax relief available<br />
upon subscription for those Shares becoming repayable to<br />
HMRC and in any capital gains on such Shares and any deferred<br />
gain being subject to CGT. It is possible for Investors to lose<br />
their EIS Relief and/or Capital Gains Tax Deferral Relief and/<br />
or Business Property Relief by taking or not taking certain<br />
steps. Investors are advised to take appropriate independent<br />
professional advice on the tax aspects of their investment.
Changes in legislation concerning EIS rules, in particular,<br />
in relation to qualifying holdings and qualifying trades, may<br />
limit the number of available opportunities and/or reduce the<br />
level of returns which might otherwise have been achievable.<br />
Qualifying status of Investee Companies for Business<br />
Investment Relief<br />
The status of Investee Companies as “eligible trading<br />
companies”, “eligible stakeholder companies” or “eligible<br />
holding companies” (as appropriate) for the purposes of the<br />
Business Investment Relief rules will be closely monitored,<br />
but their status cannot be guaranteed. A failure to meet this<br />
requirement would mean that non-domiciled Investors’ cash<br />
used to invest in the Fund could nevertheless be treated as<br />
remitted to the UK. Investors are advised to take appropriate<br />
independent professional advice on the tax aspects of their<br />
investment.<br />
Fund Issues<br />
The Fund Manager reserves the right to cease to manage<br />
the Fund in certain circumstances set out in the Investor’s<br />
Agreement, in which event it will try to transfer the Portfolios<br />
to another fund manager or to terminate the Fund in an<br />
expeditious way, but there is a possibility that the Tax<br />
Advantages may be lost.<br />
The Fund Manager will seek to realise Investments and to<br />
terminate the Fund in an orderly fashion over a period of<br />
three to four years from the final Closing Date but it cannot be<br />
guaranteed that the Investments made can easily be realised<br />
within this period and, even where they can be realised, that this<br />
can be done on an advantageous basis.<br />
Potential conflicts of interest<br />
Situations may arise where the interests of Investors conflict<br />
with the interests of other funds managed by the Fund Manager<br />
or its Associates, or with those of the Fund Manager, its<br />
Associates and their officers, members or employees. Investors<br />
may invest in companies in which other funds managed by the<br />
Fund Manager or its Associates may invest or may already hold<br />
investments. Decisions made by the Fund Manager may be<br />
more beneficial for one fund managed or advised by the Fund<br />
Manager or its Associates than for any other.<br />
Investors may co-invest with third parties or through joint<br />
ventures or other entities. Such co-investing may give rise<br />
to the possibility that a co-investor or partner may at any<br />
time have economic or business interests or goals which are<br />
inconsistent with those of Investors, or that such person may<br />
take action contrary to the Fund’s investment objectives. The<br />
entitlement of the Fund Manager to a performance incentive fee<br />
may create an incentive for the Fund Manager to make more<br />
speculative investments on behalf of Investors than it would<br />
otherwise make in the absence of such a performance-based<br />
compensation arrangement. The Fund Manager may enter into<br />
fee sharing arrangements with third party marketers, including<br />
placement agents, or other advisers who refer Investors to the<br />
Fund, and such marketers may have a conflict of interest in<br />
advising prospective investors whether to invest in the Fund.<br />
RISK FACTORS<br />
The Fund Manager may in its absolute discretion provide certain<br />
Investors with the opportunity to co-invest in Investments.<br />
Potential conflicts may be inherent in, or arise from, the Fund<br />
Manager’s discretion in providing such opportunities to certain<br />
Investors. In addition, once such co-investments are made, the<br />
Investor’s interests and those of co-investing Investors may<br />
subsequently diverge.<br />
Financial Services Compensation Scheme<br />
The Fund Manager is covered by the Financial Services<br />
Compensation Scheme. An Investor may be entitled to<br />
compensation from the scheme if the Fund Manager cannot<br />
meet their obligations, as described in greater detail in the<br />
Investor’s Agreement.<br />
<strong>Foresight</strong> will arrange for funds to be placed on deposit at<br />
the Investors’ own risk. Initially, funds will be held in a client<br />
account operated by The City Partnership (UK) Limited. Funds<br />
set aside to facilitate ongoing charges will be placed on deposit<br />
in a bank account with Woodside Corporate Services Limited<br />
pending payment to advisers. Neither the Fund Manager, nor<br />
any person engaged by it to hold such funds as receiving agent<br />
or otherwise nor any director or officer of any of them, will be<br />
liable to any Investor in the event of an insolvency of any bank<br />
with which such funds are deposited, nor in the event of any<br />
restriction on the ability to withdraw funds from such bank for<br />
reasons beyond the reasonable control of any of them.<br />
FORESIGHT SOLAR EIS FUND 3<br />
23
APPENDIX 1: TAXATION<br />
EIS Qualifying Companies<br />
Each Investee Company in which the Fund invests must<br />
initially (i.e. at the time of issue of the Shares) not be listed<br />
on a recognised stock exchange (as defined for the purposes<br />
of EIS Relief) and there must be no ’arrangements’ in place<br />
for it to become so listed. In addition, throughout the Three<br />
Year Period, it must not be a subsidiary of, or be controlled by,<br />
another company. It must either exist to carry on a qualifying<br />
trade or else be the parent company of a trading group<br />
and there must be no “arrangements” in existence for the<br />
Investee Company to become a subsidiary of, or be controlled<br />
by, another company.<br />
A trading group is a group in which, directly or indirectly,<br />
more than 50% of the shares of each subsidiary are held by<br />
another member of the group, but any subsidiary employing<br />
any of the money raised by the issue of Shares must be a<br />
qualifying 90% subsidiary. Non-qualifying business activities<br />
(broadly, investment activities and non-qualifying trades)<br />
must not comprise a substantial part of the business of the<br />
group as a whole. The qualifying business activity for which<br />
the money is raised by the issue of Shares must be a trade<br />
carried on by a company wholly or mainly in the UK with a<br />
requirement that an Investee Company issuing the shares<br />
under the EIS must have a permanent establishment in the<br />
UK. There must also be no ‘disqualifying arrangements’ in<br />
existence (i.e. broadly tax avoidance arrangements).<br />
It is also a requirement that an Investee Company must not be<br />
’in difficulty’ when Shares are issued. An Investee Company<br />
will not be treated as ’in difficulty’ within three years of<br />
its formation or if it is able to raise funds from existing<br />
shareholders or the market.<br />
The value of the gross assets of the Investee Company<br />
and any subsidiaries must not exceed £15 million<br />
immediately before the issue of Shares and £16 million<br />
immediately afterwards.<br />
The maximum fundraising per Investee Company is restricted<br />
to £5 million in aggregate (from EIS and other state-aided<br />
risk capital sources) per year and the maximum number of<br />
full-time (or full-time equivalent) employees in the Investee<br />
Company at the time of Investment is restricted to fewer<br />
than 250.<br />
Most types of trades are qualifying trades, but the following<br />
are excluded:<br />
• Dealing in land, commodities or futures, or in shares,<br />
securities or other financial instruments;<br />
• dealing in goods otherwise than in the course of an<br />
ordinary trade of wholesale or retail distribution, or<br />
acting as a wholesaler or retailer of goods of a kind<br />
which are collected or held as investments if stock is<br />
not actively sold;<br />
• banking, insurance, money lending, debt factoring, hire<br />
purchase financing or other financial activities;<br />
• leasing, except certain lettings of ships, or receiving<br />
royalties or licence fees (subject to certain<br />
exceptional cases);<br />
• providing legal or accountancy services;<br />
24 FORESIGHT SOLAR EIS FUND 3<br />
• farming and market gardening;<br />
• forestry and timber production;<br />
• property development;<br />
• shipbuilding;<br />
• producing coal and/or steel;<br />
• operating or managing hotels or similar establishments;<br />
• operating or managing nursing homes and residential<br />
care homes;<br />
• providing services to a trade consisting of any of the above<br />
carried on by a “connected person”; and;<br />
• the generation or export of electricity benefiting from<br />
Feed-in Tariffs or similar schemes (save for anaerobic<br />
digestion, hydro and community companies and which for<br />
the avoidance of doubt does not include ROCs).<br />
Shares only qualify for EIS Relief if they are ordinary shares<br />
which do not, at any time during the Three Year Period, carry<br />
any present or future preferential right to dividends (save<br />
where the amount and date of payment of the dividend is not<br />
dependent on the decision of any party and provided that the<br />
dividends are not cumulative) or to an Investee Company’s<br />
assets on its winding up, or any present or future right to<br />
be redeemed.<br />
Fund status<br />
The Fund has not been approved by HMRC under section<br />
251 of the Income Tax Act. This means that the Investor can<br />
obtain EIS Relief in the tax year in which Investments in<br />
EIS Qualifying Companies are made by the Fund and in the<br />
preceding tax year to the extent that Carry Back Relief is<br />
claimed in respect of the Investments.<br />
The tax year in which the Investments are made through<br />
the Fund may not be the same as the tax year in which<br />
an Investor subscribes to the Fund, notwithstanding the<br />
availability of Carry Back Relief, given that the Fund Manager<br />
may invest the Fund over the course of the 2013/2014 and<br />
2014/2015 tax years. Capital Gains Tax Deferral Relief is also<br />
given by reference to the dates on which the Fund makes<br />
its Investments.<br />
When an Investment has been made in an EIS Qualifying<br />
Company and that company has been trading for at least four<br />
months, the Fund Manager will send Investors an EIS 3 Form.<br />
The EIS 3 Form can be used by an Investor to claim EIS Relief<br />
in respect of the amount invested in that company. The EIS 3<br />
Form will state the amount of the EIS qualifying investment<br />
the Investor has made through the Fund and is required<br />
when claiming EIS Relief through a personal taxation return.<br />
EIS Relief must be claimed no later than five years after<br />
31 January following the year of assessment in which the<br />
Investment was made.<br />
EIS tax reliefs<br />
To obtain the tax reliefs described below, it is necessary to<br />
subscribe for Shares in EIS Qualifying Companies and claim<br />
the relief. The summary in paragraphs (a) to (e) below is<br />
based on current law, and gives only a brief outline of the<br />
tax reliefs and assumes that the Investor is a 40% taxpayer.<br />
It does not set out all the rules which must be met by EIS
Qualifying Companies and an Investor. The tax reliefs will only<br />
be relevant to Investors who pay UK income tax and/or wish<br />
to defer a capital gain.<br />
(a) Income tax relief<br />
Individuals can obtain income tax relief on the amount<br />
subscribed for Shares in EIS Qualifying Companies (up to<br />
£1,000,000 in each tax year for all EIS investments) provided<br />
they are not connected with any issuing company. Husbands<br />
and wives and civil partners can each subscribe up to<br />
£1,000,000. To calculate the relief, 30% is multiplied by the<br />
amount subscribed. The relief is given against the individual’s<br />
income tax liability for the tax year in which the Shares are<br />
issued unless the individual makes a Carry Back Relief claim.<br />
(b) Carry Back Relief<br />
Eligible Investors can claim income tax relief against their tax<br />
liability for the tax year preceding that in which Shares are<br />
issued to the extent that the eligible Investor has not used<br />
their annual limit in the previous tax year.<br />
(c) Capital Gains Tax Deferral Relief<br />
To the extent to which a UK resident Investor (including<br />
individuals and certain trustees) subscribes for Shares, he can<br />
claim to defer paying tax on all or part of a chargeable gain.<br />
The gain may have arisen on the disposal of any asset, or a<br />
previously deferred gain may have been brought back into<br />
charge. Although there is a limit of £1,000,000 for income tax<br />
relief (see (a) above) and for the exemption from capital gains<br />
tax upon a disposal (see (d) below), there is no limit on the<br />
amount of EIS Investments which can be used to defer a gain.<br />
If the Investor dies whilst still holding Shares, the deferred<br />
CGT liability is extinguished entirely. Shares must be issued<br />
within one year before and three years after the date of the<br />
disposal which gives rise to the gain or the date upon which a<br />
previously deferred gain crystallises. The gain is deferred until<br />
there is a chargeable event such as a disposal of Shares or an<br />
earlier breach of the EIS rules.<br />
(d) Capital gains tax exemption<br />
Any capital gains realised on a disposal of Shares in an<br />
EIS Qualifying Company after the Three Year Period, and<br />
on which EIS relief (see (a) above) has been given and not<br />
withdrawn, will be capital gains tax-free. Any capital gains<br />
realised on a disposal within the Three Year Period will be<br />
subject to CGT, at 18% or 28% for individuals (depending on<br />
the individual’s taxable income).<br />
(e) Loss Relief against income or gains<br />
Tax relief is available at any time in respect of any loss<br />
realised upon a disposal of Shares in an EIS Qualifying<br />
Company on which EIS income tax relief (see (a) above) or<br />
Capital Gains Tax Deferral Relief (see (c) above) has been<br />
given and not withdrawn. The amount of the loss (after taking<br />
account of any income tax relief initially obtained) can be<br />
set against the individual’s gains in the tax year in which<br />
the disposal occurs, or, if not fully used, against gains of a<br />
subsequent year. Alternatively, on making a claim, the loss,<br />
net of income tax relief, may be set off against the individual’s<br />
taxable income in either the tax year in which the disposal<br />
occurs, or the previous tax year.<br />
INHERITANCE TAX<br />
APPENDIX 1: TAXATION<br />
Business Property Relief<br />
Although not an EIS tax relief as such, an investment in an EIS<br />
Qualifying Company should qualify for 100% relief from IHT<br />
under current legislation, provided the investment has been<br />
held for at least two years and is still held at time of death.<br />
There is no upper limit on the amount of IHT Relief which can<br />
be claimed. The combined availability of the reliefs referred to<br />
above can result in significant tax savings.<br />
Trusts<br />
Reliefs are available to UK resident Investors as trustees of<br />
discretionary or life interest trusts.<br />
Apart from being attractive to individual Investors who are<br />
UK resident for tax purposes, the Fund offers excellent tax<br />
planning opportunities to trustees of certain trusts.<br />
Capital Gains Tax Deferral Relief, as described above, can<br />
be claimed on the amount subscribed for Shares in EIS<br />
Qualifying Companies against any chargeable gains if the<br />
Investment is made within one year before and three years<br />
after the date of the disposal which gives rise to the gain or<br />
the date upon which a previously deferred gain crystallises.<br />
Loss Relief is available under the normal capital loss rules in<br />
respect of any losses incurred on Investments made through<br />
the Fund.<br />
Inheritance Tax: discretionary trusts can benefit from<br />
Business Property Relief on EIS Investments made by the<br />
Fund, provided they have been held by the trustees for<br />
two years.<br />
Please note that this is only a condensed summary<br />
of the taxation legislation and should not be construed<br />
as constituting advice which a potential Investor should<br />
obtain from his or her own investment or taxation<br />
adviser before applying to participate in the Fund.<br />
The value of any tax reliefs will depend on the<br />
individual circumstances of Investors.<br />
FORESIGHT SOLAR EIS FUND 3<br />
25
APPENDIX 2: INVESTOR’S AGREEMENT<br />
This Agreement sets out the terms and conditions for the Fund<br />
1. DEFINITIONS, CONSTRUCTION AND<br />
INTERPRETATION<br />
1.1 In this Investor’s Agreement the definitions contained<br />
in the Glossary set out in Appendix 3 of the information<br />
memorandum dated May 2013 shall apply.<br />
1.2 Words and expressions defined in the FCA Rules which<br />
are not otherwise defined in this Investor’s Agreement<br />
shall, unless the context otherwise requires, have the same<br />
meaning in this Investor’s Agreement.<br />
1.3 Any reference to a statute, statutory instrument or to<br />
rules or regulations in this Investor’s Agreement shall be<br />
references to such statute, statutory instrument or rules<br />
or regulations as from time to time amended, re-enacted<br />
or replaced and to any codification, consolidation,<br />
re-enactment or substitution thereof as from time to time<br />
in force.<br />
1.4 In this Investor’s Agreement, unless the context otherwise<br />
requires, references to the singular only shall include<br />
the plural and vice versa; words importing the masculine<br />
gender shall include the feminine and neuter and vice<br />
versa; words importing persons shall include bodies<br />
corporate, unincorporated associations and partnerships.<br />
1.5 Unless otherwise indicated in this Investor’s Agreement,<br />
references to clauses and Schedules shall be to clauses and<br />
Schedules in this Investor’s Agreement.<br />
1.6 Headings to clauses and Schedules are for convenience<br />
only and shall not affect the interpretation of this<br />
Investor’s Agreement.<br />
2. PARTICIPATING IN THE FUND<br />
2.1 This Agreement comes into force on the date on which an<br />
Investor is notified in writing by the Fund Manager that his<br />
Application Form is accepted.<br />
2.2 This Agreement enables the Investor to participate in the<br />
Fund. The Fund will be a Complying Fund.<br />
2.3 The Investor hereby appoints the Fund Manager, on the<br />
terms set out in this Investor’s Agreement, to manage his<br />
Portfolio(s) as one of a series of similar Portfolios which<br />
together constitute the Fund. The Fund Manager agrees to<br />
accept its appointment and obligations on the terms set out<br />
in this Investor’s Agreement.<br />
2.4 The Fund Manager is authorised and regulated by the<br />
Financial Conduct Authority for the conduct of UK business.<br />
The Fund Manager is a party to this Investor’s Agreement<br />
in its own right and as agent for and on behalf of the<br />
Administrator and the Nominee.<br />
2.5 Unless otherwise agreed between the Fund Manager and<br />
the Investor, the Investor will be categorised by the Fund<br />
Manager as a “Retail Client”, in which case this Investor’s<br />
Agreement will constitute a “Client Agreement” for the<br />
purpose of the FCA Rules.<br />
2.6 The Investor confirms and warrants that:<br />
(a) He is an experienced investor in small to medium higher<br />
risk, unquoted companies and is suitably knowledgeable<br />
of the risks associated with non-Readily Realisable<br />
Investments; and<br />
26 FORESIGHT SOLAR EIS FUND 3<br />
(b) if he has completed Box 2 of the Application Form with<br />
details of agreed adviser charges to be facilitated, he has<br />
been advised as to the suitability of participation in the<br />
Fund by his financial adviser.<br />
2.7 The Investor confirms that he is not seeking advice from<br />
the Fund Manager on the merits of any investment in<br />
respect of the Fund.<br />
2.8 The Investor agrees that the Fund Manager, Administrator<br />
and Nominee (and any entity appointed by the Fund<br />
Manager to hold cash) and their Associates and agents<br />
may hold information about him and his affairs in order<br />
to verify his identity and financial standing or otherwise<br />
in the performance of this Investor’s Agreement (among<br />
other things the Fund Manager, Administrator and<br />
Nominee (and any entity appointed by the Fund Manager<br />
to hold cash) and their Associates and agents may consult<br />
a credit or mutual reference agency, which may retain a<br />
record of the enquiry).<br />
2.9 Anti-money laundering regulations aim to prevent<br />
criminal property being used or disguised as legitimate<br />
wealth. The Fund Manager (and any entity appointed<br />
to hold cash) has a duty to comply with any applicable<br />
anti-money laundering provisions including the Proceeds<br />
of Crime Act 2002, the Money Laundering Regulations<br />
2007 and the FCA Rules. The Fund Manager (and any<br />
entity appointed to hold cash) must, therefore, verify the<br />
Investor’s identity and report suspicious transactions to<br />
the appropriate enforcement agencies. If the Investor<br />
does not provide the identity verification information<br />
when requested, the Fund Manager may be unable to<br />
accept any instructions from him or to comply with its<br />
obligations under this Investor’s Agreement in whole<br />
or in part.<br />
2.10 Following receipt of an Application Form, the Fund<br />
Manager will write to the Investor enclosing a form of<br />
cancellation notice. If the Investor wishes to exercise his<br />
right to cancel, the Investor must notify the Fund Manager<br />
by delivering the duly completed form to the Fund<br />
Manager at ECA Court, 24-26 South Park, Sevenoaks,<br />
Kent TN13 1DU within 14 days of the date of the letter from<br />
the Fund Manager enclosing the cancellation notice.<br />
2.11 If the Investor exercises his cancellation rights, the<br />
Fund Manager shall arrange for the refund of any monies<br />
paid by the Investor, less any charges the Fund Manager<br />
or its agents (or any entity appointed to hold cash) has<br />
already incurred for any Services undertaken (or from any<br />
obligations to make payments) pursuant to the terms of<br />
this Investor’s Agreement or paid out in respect of agreed<br />
Adviser Charges. The Fund Manager is obliged to hold<br />
Investors’ subscription monies until the Fund Manager<br />
has satisfactorily completed their money laundering<br />
checks and the Investor will not be entitled to interest<br />
on such monies.<br />
2.12 The right to cancel set out in clause 2.10 is without<br />
prejudice to the right under clause 15.2 below to terminate<br />
this Investor’s Agreement, which is a separate right.<br />
2.13 The right to cancel under the FCA Rules does not give<br />
the Investor the right to cancel, terminate or reverse<br />
any particular investment transaction executed for<br />
the account of the Investor before such cancellation<br />
takes effect.
2.14 The Fund Manager will comply with FCA conduct of<br />
business rule 11.2, as more particularly detailed in Schedule<br />
3 to this Investor’s Agreement. Investors should note that<br />
the provision by counterparties of guarantees of minimum<br />
contractual levels of return may be more important than<br />
price in obtaining the best possible execution result in the<br />
context of achieving the investment objectives set out in<br />
Schedule 1 to this Investor’s Agreement.<br />
3. SUBSCRIPTIONS<br />
3.1 The Investor:<br />
(a) must make a Subscription in the Fund of not less<br />
than the amount shown in the Application Form at the<br />
same time as submitting his Application Form to invest in<br />
the Fund;<br />
(b) may make further Subscriptions (in multiples of £1,000)<br />
up to and including the final Closing Date; and<br />
(c) may not make any Subscriptions after the final<br />
Closing Date.<br />
3.2 The Investor may make a withdrawal from the Fund and<br />
terminate this Agreement pursuant to Clause 15.2 below.<br />
3.3 Subscriptions received shall be deposited (in an interest<br />
bearing client account) pursuant to Clause 7.7 pending<br />
their investment.<br />
4. SERVICES<br />
4.1 The Fund Manager will manage the Portfolio of the Investor<br />
as the discretionary investment manager of the Investor<br />
on the terms set out in this Investor’s Agreement. The Fund<br />
Manager will exercise all discretionary powers in relation to<br />
the selection of, or exercising rights relating to, Investments<br />
on the terms set out in this Investor’s Agreement, including,<br />
in particular the negotiation and execution of agreements<br />
and ancillary documentation relating to Investments.<br />
4.2 The Fund Manager will also arrange for the provision of<br />
administration services (which does not extend to custody<br />
and nominee services) in relation to the Fund by a suitably<br />
authorised person, as required. The Administrator shall<br />
initially be <strong>Foresight</strong> Fund Managers Limited but the Fund<br />
Manager shall be entitled from time to time at its discretion<br />
to replace any Administrator with another person (who<br />
may be an Associate) or to provide such administration<br />
services itself (in which case, where the context permits,<br />
the Fund Manager shall, for the purposes of this Investor’s<br />
Agreement be deemed to be the Administrator).<br />
4.3 The Investor hereby authorises the Fund Manager or its<br />
agents to act on its behalf and in the name of the Investor<br />
or his nominee to negotiate, agree, execute and do all such<br />
acts, transactions, agreements and deeds as the Fund<br />
Manager or its agents may deem necessary or desirable in<br />
connection with the Portfolio for the purposes of making,<br />
and and managing and disposing of Investments and<br />
cash on behalf of the Investor and generally fulfilling the<br />
objectives and purposes of the Fund (including facilitating<br />
the payment of agreed charges on behalf of Investors<br />
to their authorised financial intermediaries) and this<br />
authority shall be irrevocable and shall survive, and<br />
shall not be affected by, the subsequent death, disability,<br />
incapacity, incompetence, termination, bankruptcy,<br />
insolvency or dissolution of the Investor. This authority<br />
(subject to clause 7.6) will terminate upon the investor<br />
ceasing to hold any cash or other assets in his Portfolio.<br />
4.4 It is the Investor’s responsibility to keep his financial<br />
circumstances, objectives and appetite for risk under<br />
review and to assess whether an investment in the Fund<br />
remains suitable for his needs (and to seek advice from<br />
a suitably qualified and authorised professional financial<br />
adviser, if appropriate). The Fund Manager shall not be<br />
liable for any losses suffered or incurred by an Investor<br />
as a result of his investment in the Fund (whether or not<br />
he has received advice from a professional adviser) and<br />
cannot and does not make any representation that such<br />
investment is suitable or appropriate for the Investor’s<br />
specific needs and requirements.<br />
4.5 If the Fund Manager shall acquire any shares or other<br />
assets in which Investors in the Fund alone or with<br />
others, including the <strong>Foresight</strong> Solar VCT plc, may, as<br />
a class, have a community of interest in relation to the<br />
continuing management of such shares and assets by<br />
the Fund Manager, then the Fund Manager shall (alone<br />
or with such other third parties as it may nominate)<br />
have such power, right and authority on behalf of the<br />
Investor to execute such trusts and do such acts and<br />
transactions in relation to such assets for the benefit of<br />
the class (but not including incurring any liabilities for<br />
the account of the Investor in respect of such shares<br />
or other assets) as the Fund Manager (in its absolute<br />
discretion) may think fit, including, without prejudice to<br />
the generality of the foregoing, the power to exercise<br />
of transfer all voting rights and powers of consent<br />
which may attach to or be relevant to such shares or<br />
assets and/or to dispose of or consolidate such shares<br />
and assets and/or to charge such shares and assets<br />
as indirect security (without recourse to the Investor)<br />
for the discharge of financial obligations owed by third<br />
parties with or without receiving any consideration<br />
for the account of the Investor for so doing and on the<br />
basis that such shares and assets may not be withdrawn<br />
from the Fund except on termination of the Fund.<br />
5. INVESTMENT OBJECTIVES AND<br />
RESTRICTIONS<br />
5.1 In performing the Services, the Fund Manager shall<br />
have regard to and shall comply with the investment<br />
objectives and the investment restrictions set out in<br />
Schedule 1 to this Investor’s Agreement.<br />
5.2 In performing the Services, the Fund Manager shall at<br />
all times have regard to (if the Investor has so indicated<br />
in his Application Form):<br />
(a) The need for an Investor’s Portfolio(s) to attract<br />
the Tax Advantages in accordance with the investment<br />
objectives and restrictions set out in Schedule 1 of this<br />
Investor’s Agreement; and<br />
(b) all Applicable Laws.<br />
APPENDIX 2: INVESTOR’S AGREEMENT<br />
FORESIGHT SOLAR EIS FUND 3<br />
27
APPENDIX 2: INVESTOR’S AGREEMENT<br />
6. TERMS APPLICABLE TO DEALING<br />
6.1 In effecting transactions for the Investor, the Fund Manager<br />
will act in accordance with the FCA Rules.<br />
6.2 Where relevant, it is agreed that all transactions will be<br />
effected in accordance with the rules and regulations of<br />
any relevant market, exchange or clearing house (and the<br />
Fund Manager shall take all such steps as may be required<br />
or permitted by such rules and regulations and/or by good<br />
market practice) through which transactions are executed<br />
and to all applicable laws so that:<br />
(a) If there is any conflict between the provisions of this<br />
Investor’s Agreement and any such rules, customs or<br />
applicable laws, the latter shall prevail; and<br />
(b) action may be taken as thought fit in order to ensure<br />
compliance with any such rules, customs or applicable laws.<br />
An Investor should, however, be aware that the Portfolio(s)<br />
of an Investor will be invested in a range of unlisted<br />
securities and there is generally no relevant market or<br />
exchange and consequent rules and customs and there will<br />
be varying practices for different securities. Transactions<br />
in shares of such securities will be effected on the best<br />
commercial terms which can be secured.<br />
6.3 Subject to the FCA Rules, transactions for an Investor will<br />
be aggregated with those for other Investors pursuant to<br />
clause 6.4. They may also be aggregated with transactions<br />
for other customers of the Fund Manager, and of its<br />
members, partners, employees and Associates and their<br />
employees and, if so, any Investments made pursuant to<br />
such transactions will be allocated on a fair and reasonable<br />
basis in accordance with the FCA Rules and endeavours will<br />
be made to ensure that the aggregation will work to the<br />
advantage of each of the Investors, but an Investor should<br />
be aware that the effect of aggregation may work on some<br />
occasions to an Investor’s disadvantage.<br />
6.4 Generally Investments will be allocated between Investors by<br />
reference to the proportion which the Investor’s uninvested<br />
cash bears to the total uninvested cash of all Investors<br />
in the Fund at the time that Investment is made, subject<br />
always to the overriding discretion of the Fund Manager<br />
and any limitations that an Investor may prescribe for<br />
his Investments (including limitations deriving from the<br />
professional rules applicable to accountants, lawyers and<br />
others) and which are accepted by the Fund Manager.<br />
6.5 Subject to both the FCA Rules and the Fund Manager’s<br />
policy on the management of conflicts of interest, the Fund<br />
Manager may make use of soft commission arrangements in<br />
respect of transactions undertaken for the Fund as may be<br />
disclosed to the Investor from time to time.<br />
6.6 The Fund Manager will act in good faith and with due<br />
diligence in its choice and use of counterparties but, subject<br />
to this obligation and to the FCA Rules, shall have no<br />
responsibility for the performance by any counterparty of<br />
its obligations in respect of transactions effected under this<br />
Investor’s Agreement.<br />
28 FORESIGHT SOLAR EIS FUND 3<br />
6.7 Save as detailed in clause 2.14 of this Investor’s Agreement,<br />
the Fund Manager shall take reasonable steps to obtain the<br />
best possible result when executing orders on an Investor’s<br />
behalf. This duty of best execution is owed by the Fund<br />
Manager to the Investor only when the Fund Manager<br />
has contractual or agency obligations to the Investor. The<br />
Investor should familiarise himself with the Order Execution<br />
Policy, provided at Schedule 3 of this Investor’s Agreement.<br />
The Fund Manager is required to obtain the Investor’s<br />
consent to this policy, which will be demonstrated by the<br />
Investor submitting a completed Application Form to the<br />
Receiving Agent.<br />
7. CUSTODY<br />
7.1 The Fund Manager will (if and for so long as it is duly<br />
authorised) either be responsible for safeguarding the<br />
assets within an Investor’s Portfolio or will arrange for a<br />
suitably authorised custodian to perform that role at the<br />
Fund Manager’s own cost. Cash will be dealt with as provided<br />
in clause 7.7 below.<br />
7.2 Investments will be registered in the name of the Nominee.<br />
Investments within the Investor’s Portfolio in the Fund will<br />
be beneficially owned by the Investor at all times but the<br />
Nominee will be the legal owner of the Investments of the<br />
Investor in the Fund. The Nominee will not, save as set out in<br />
clause 7.6, carry on any activity except as instructed by the<br />
Fund Manager.<br />
7.3 The Nominee will hold any title documents or documents<br />
evidencing title to the Investments. Individual customer<br />
entitlements are not identifiable by separate certificates<br />
or other physical documents of title or external electronic<br />
records. In the event of a default of the Nominee, those<br />
for whom it holds securities may share in any shortfall<br />
pro rata. The Administrator may deliver or accept delivery<br />
of certificates and/or CREST balances on behalf of the<br />
Nominee. The Nominee holds the Investments pursuant to<br />
a trust under which the interests of customers are created<br />
or extinguished when a customer makes acquisitions or<br />
disposals in accordance with this Investor’s Agreement.<br />
Pursuant to section 250(1) of the Income Tax Act, shares<br />
subscribed for, issued to, held by or disposed of for an<br />
individual by a nominee are treated for the purposes of the<br />
EIS as subscribed for, issued to, held by or disposed of by the<br />
individual Investor. The Nominee shall maintain at all times<br />
a record sufficient to show the beneficial interest of the<br />
Investor in the whole number of Shares allocated to, and the<br />
cash within, his Portfolio.<br />
7.4 Investments or title documents may not be lent to a third<br />
party and nor may there be any borrowing against the<br />
security of the Investments or such title documents.<br />
7.5 An Investment may be realised in whole or in part order<br />
to discharge an obligation of the Investor under the<br />
Agreement, for example in relation to payment of fees, costs<br />
and expenses.<br />
7.6 The Administrator will arrange for the Investor to receive<br />
details of any meetings of investors in Investments and any<br />
other information issued to investors in Investments if the<br />
Investor at any time in writing requests such details and<br />
information (either specifically in relation to a particular<br />
Investment or generally in respect of all Investments). The
Investor shall be entitled, as a matter of right, to require<br />
the Nominee to appoint the Investor as its proxy to vote<br />
as the Investor may see fit at any meeting of shareholders<br />
in an Investee Company in which an Investment is held for<br />
an Investor. In the case of an Investor who is not validly<br />
appointed as the Nominee’s proxy for the purposes of<br />
a meeting of the shareholders of an Investee Company<br />
in which an Investment is held for that Investor, and<br />
upon the application of the Fund Manager to the<br />
Administrator, the Nominee may (but is not obliged to)<br />
appoint the Fund Manager as its proxy to vote at that<br />
meeting. In the case of variations in the share capital,<br />
receipts of a notice of conversion, or proposal to wind<br />
up, amalgamate or take over a company in which an<br />
Investment is held for the Investor:<br />
(a) A bonus or capitalisation issue will be automatically<br />
credited to an Investor’s holding;<br />
(b) otherwise (where appropriate) the Fund Manager<br />
will be sent a summary of the proposal and the required<br />
action to be taken (if any) for instructions;<br />
(c) if, on a rights issue, no instruction is received from<br />
the Fund Manager, the Nominee will allow the rights to<br />
lapse. Lapsed proceeds in excess of £3 will be credited to<br />
the Investor. Sums less than this will be retained for the<br />
benefit of the Administrator. However, if nil paid rights<br />
in a secondary market are acquired for the Investor,<br />
such rights will be taken up, unless the Fund Manager<br />
provides contrary instructions;<br />
(d) all offers will be accepted upon going unconditional<br />
whether or not any instructions have been received; and<br />
(e) entitlements to Shares will be to the nearest whole<br />
Share rounded down and the aggregate of fractional<br />
entitlements may be held by the Nominee for the<br />
Administrator. If partly paid Shares are held for an<br />
Investor and are the subject of a call for any due balance<br />
and no instruction is received, the Administrator may<br />
sell sufficient of the Investments to meet the call.<br />
7.7 The cash balance held for an Investor in their<br />
Portfolio will be deposited with an authorised banking<br />
institution in a common call account with customer<br />
trust status, together with cash balances belonging<br />
to other Investors’ Portfolios and the Fund Manager<br />
shall appoint a suitably authorised person to operate<br />
such account, save that, if and for so long as the Fund<br />
Manager is itself a suitably authorised person, it may<br />
provide such services itself. Initially, Investors’ cash<br />
will be held in a client account operated by The City<br />
Partnership (UK) Limited who will act as receiving agent<br />
in respect of Subscriptions. Cash balances will not be<br />
actively managed and will only attract the interest rates<br />
(if anything) applicable to call accounts. Any interest<br />
earned on cash balances held for the Investor in the<br />
Fund will be added to the Investor’s Portfolio.<br />
7.8 The Fund Manager may decide to cease to treat as<br />
money owed to an Investor any unclaimed cash of an<br />
Investor if the Fund Manager has taken reasonable steps<br />
to contact the Investor and to return the balance for a<br />
period of at least six years. In such circumstances, the<br />
Fund Manager may retain such funds for its own benefit.<br />
APPENDIX 2: INVESTOR’S AGREEMENT<br />
8. REPORTS AND INFORMATION<br />
8.1 Contract notes will be provided for each transaction for<br />
the Investor.<br />
8.2 The Fund Manager shall send the Investor a report<br />
relating to the Fund, complying with the FCA Rules,<br />
every six months, in respect of the periods ending on<br />
or around 5 April and 5 October. Retail clients may<br />
request to receive 3 monthly reports by contacting the<br />
Fund Manager in writing. Reports will include a measure<br />
of performance in the later stages of the Fund once<br />
valuations are available for the Investments. Investments<br />
will be valued in accordance with appropriate IPEVC<br />
Guidelines from time to time prevailing.<br />
8.3 The Fund Manager and the Administrator shall supply<br />
such further information which is in its respective<br />
possession or under its control as the Investor may<br />
reasonably request as soon as reasonably practicable<br />
after receipt of such request.<br />
8.4 Any contract notes, statements, reports or information<br />
so provided by the Fund Manager or the Administrator<br />
to the Investor will state the basis of any valuations of<br />
Investments provided.<br />
9. FEES AND EXPENSES<br />
9.1 The Fund Manager and the Administrator shall receive<br />
fees for their Services, and reimbursements of their costs<br />
and expenses, as set out in Schedule 2 to this Agreement.<br />
9.2 The Fund Manager may facilitate, or procure the<br />
facilitation of, payments in respect of charges which the<br />
Investor has agreed with his/her authorised financial<br />
intermediary on his/her behalf as detailed in the<br />
<strong>Information</strong> <strong>Memorandum</strong> and the Application Form.<br />
The Investor confirms that any ongoing agreed charges<br />
payable to their authorised financial intermediary is and<br />
will be for ongoing services to the Investor in relation<br />
to the Fund. The Investor has the right to cancel the<br />
facilitation of any ongoing charges at any time by notice<br />
in writing to the Fund Manager. The Investor may also<br />
request that facilitation of ongoing charges be paid to a<br />
new authorised financial intermediary who is advising the<br />
Investor in relation to the Fund in place of the previous<br />
authorised financial intermediary. Any such request<br />
must be made by at least 30 days notice in writing to<br />
the Fund Manager. The Fund Manager may structure the<br />
funding and payment of such payments at its discretion<br />
for legal, tax and regulatory reasons from time to time.<br />
The administration of remuneration for advisers will be<br />
managed by <strong>Foresight</strong> Fund Managers Limited.<br />
9.3 The Fund Manager shall be responsible for meeting<br />
all fees and expenses of the Nominee and any entity<br />
appointed to hold cash.<br />
FORESIGHT SOLAR EIS FUND 3<br />
29
APPENDIX 2: INVESTOR’S AGREEMENT<br />
10. MANAGEMENT AND ADMINISTRATION<br />
OBLIGATIONS<br />
10.1 The Fund Manager and the Administrator shall each devote<br />
such time and attention and have all necessary competent<br />
personnel and equipment as may be required to enable<br />
them to provide their respective Services properly and<br />
efficiently, and in compliance with the FCA Rules.<br />
10.2 Except as disclosed in the <strong>Information</strong> <strong>Memorandum</strong> and<br />
as otherwise provided in this Agreement (for example<br />
on early termination), neither the Fund Manager nor the<br />
Administrator shall take any action which may prejudice<br />
the tax position of the Investor insofar as it is aware<br />
of the relevant circumstances, and in particular which<br />
may prejudice obtaining the Tax Advantages for the<br />
Investments, save where the Fund Manager considers it to<br />
be in the best interests of the Investor.<br />
11. OBLIGATIONS OF THE INVESTOR<br />
11.1 A Portfolio of an Investor which is governed by this<br />
Investor’s Agreement is set up on the basis of the<br />
declaration and elections made by the Investor in his<br />
Application Form which includes the following statements<br />
by the Investor in relation to his Subscription:<br />
(a) The fact as to whether or not the Investor<br />
wishes to seek EIS Relief for the Investments in EIS<br />
Qualifying Companies;<br />
(b) that he agrees to notify the Fund Manager if any<br />
Investment is in any company with which the Investor is<br />
connected within the meaning of Section 163 and Sections<br />
166 to 177 of the Income Tax Act;<br />
(c) that he agrees to notify the Fund Manager if, within<br />
three years of the date of issue of Shares by an EIS<br />
Qualifying Company, the Investor becomes connected with<br />
the company or receives value from such company;<br />
(d) that he will provide the Fund Manager with his<br />
tax district, tax reference number and National<br />
Insurance number;<br />
(e) he has been advised as to the suitability of an<br />
investment in the Fund by his financial adviser; and<br />
(f) that he and his financial adviser will notify the<br />
Fund Manager in the event that any Investment is no<br />
longer suitable.<br />
11.2 The Investor confirms that the information stated in the<br />
Application Form in these (and all other) respects is true<br />
and accurate as at the date of this Investor’s Agreement.<br />
11.3 The Investor must immediately inform the Fund Manager<br />
in writing of any change of tax status, other material<br />
change in circumstance and any change in the information<br />
provided in the Application Form to which Clause 11.1<br />
above refers.<br />
11.4 In addition, an Investor must provide the Fund Manager<br />
with any information which it reasonably requests for the<br />
purposes of managing the Investments of the Investor<br />
pursuant to the terms of this Investor’s Agreement.<br />
30 FORESIGHT SOLAR EIS FUND 3<br />
12. DELEGATION<br />
12.1 Without prejudice to any other provision of this Investor’s<br />
Agreement, the Fund Manager may employ or otherwise<br />
appoint agents and advisers and other persons, including<br />
Associates, to perform any administrative, custodial or<br />
ancillary services to assist the Fund Manager in performing<br />
its Services and may rely on advice from any agent or<br />
advisers or other such persons, in which case it will act in<br />
good faith and with due diligence in the selection, use and<br />
monitoring of such persons but (save where the agent,<br />
adviser or other persons are an Associate of the Fund<br />
Manager, for whom the Fund Manager will remain directly<br />
responsible to the Investor for all acts and omission as if<br />
they were that of the Fund Manager), the Fund Manager<br />
will not be responsible for the acts and omissions of any<br />
such, adviser or other persons.<br />
12.2 Without prejudice to any other provision of this<br />
Investor’s Agreement, the Fund Manager may delegate<br />
or subcontract any of its functions under this Investor’s<br />
Agreement, subject to selecting such delegates with due<br />
skill and care and keeping all such appointments under<br />
review, but (save where the delegate is an Associate of the<br />
Fund Manager, for whom the Fund Manager will remain<br />
directly responsible to the Investor for all acts and omission<br />
as if they were that of the Fund Manager), the Fund<br />
Manager will not be responsible for the acts and omissions<br />
of any such delegate.<br />
12.3 For the avoidance of doubt, the provisions of clauses 12.1<br />
and/or 12.2 shall apply if the Fund Manager appoints any<br />
person other than itself to be the Administrator pursuant<br />
to clause 4 or if it appoints any person to provide such<br />
services as are referred to in clause 7.2 or clause 7.7.<br />
12.4 The Administrator shall have similar powers of delegation<br />
to those conferred on the Fund Manager by clauses 12.1 and<br />
12.2 and, if the Administrator does so, then the provisions<br />
of those clauses shall apply mutatis mutandis.<br />
13. POTENTIAL CONFLICTS OF INTEREST<br />
AND DISCLOSURE<br />
13.1 The Fund Manager and the Administrator may provide<br />
similar services or any other services whatsoever to<br />
any customer and neither the Fund Manager nor the<br />
Administrator shall in any circumstance be required to<br />
account to the Investor for any profits earned in connection<br />
therewith. So far as is deemed practicable by the Fund<br />
Manager or the Administrator, the Fund Manager or the<br />
Administrator will use all reasonable endeavours to ensure<br />
fair treatment as between the Investor and such customers<br />
in compliance with the FCA Rules.<br />
13.2 The Fund Manager, and any Associate may, subject to<br />
FCA Rules and without prior reference to the Investor,<br />
recommend transactions in which it or an Associate has,<br />
directly or indirectly, a material interest or a relationship<br />
of any description with another party, which may involve a<br />
potential conflict with its duty to the Investor. Neither the<br />
Fund Manager, nor any Associate, shall be liable to account
to the Investor for any profit, commission or remuneration<br />
made or received from or by reason of such transactions<br />
or any connected transactions. For example, such<br />
potential conflicting interests or duties may arise because:<br />
(a) the Fund Manager or an Associate may receive<br />
remuneration or other benefits by reason of acting<br />
in corporate finance or similar transactions involving<br />
companies whose securities are held for the Investor;<br />
(b) the Fund Manager may take an equity stake in a<br />
company whose securities are held for the Investor at a<br />
price not below the issue price available to the Investor<br />
subject to subparagraph (c) below;<br />
(c) the Fund Manager’s entitlement to the performance<br />
incentive described in Schedule 2 of this Agreement may<br />
be obtained by subscriptions for Shares by or on behalf of<br />
the Fund Manager and its directors, members, partners,<br />
employees, Associates and others with whom the Fund<br />
Manager may share such entitlement. Those Shares may<br />
be subscribed at a price below the issue price available<br />
to the Investor and may dilute the returns to the Investor<br />
but only to the extent of the value of the performance<br />
incentive and subject to the conditions described in<br />
Schedule 2;<br />
(d) the Fund Manager or an Associate provides<br />
investment services for other customers;<br />
(e) any of the Fund Manager’s directors, members,<br />
partners, employees or Associates or their employees, is<br />
or may become a director of, holds or deals in securities<br />
of, or is otherwise interested in any company whose<br />
securities are held or dealt in on behalf of the Investor;<br />
(f) the transaction is in securities issued by an Associate<br />
or the customer of an Associate;<br />
(g) the transaction is in relation to an Investment in<br />
respect of which the Fund Manager or an Associate may<br />
benefit from a commission or fee payable otherwise than<br />
by the Investor and/or it or an Associate may also be<br />
remunerated by the counterparty to any such transaction;<br />
(h) the Fund Manager deals on behalf of the Investor with<br />
an Associate;<br />
(i) the Fund Manager may act as agent for the Investor in<br />
relation to a transaction in which it is also acting as agent<br />
for the account of other customers and Associates;<br />
(j) the Fund Manager may, in exceptional circumstances,<br />
deal in investments as principal in respect of a transaction<br />
for the Investor;<br />
(k) the Fund Manager may have regard, in exercising its<br />
management discretion, to the relative performance of<br />
other funds under its management;<br />
(l) the Fund Manager may effect transactions involving<br />
placings and/or new issues with an Associate who may<br />
be acting as principal or receiving agent’s commission.<br />
The Fund Manager or an Associate may retain any agent’s<br />
commission or discount or other benefit (including<br />
directors’ fees) that accrues to them;<br />
(m) the transaction is in the securities of a company for<br />
which the Fund Manager or an Associate has underwritten,<br />
managed or arranged an issue within the period of 12<br />
months before the date of the transaction; or<br />
(n) the transaction is in securities in respect of which<br />
the Fund Manager, or a member, partner or employee<br />
of the Fund Manager or an Associate or its employees,<br />
is contemporaneously trading or has traded on its own<br />
account or has either a long or short position.<br />
14. LIABILITY<br />
APPENDIX 2: INVESTOR’S AGREEMENT<br />
14.1 The Fund Manager agrees, for itself and as agent for the<br />
Administrator that each of them will at all times act in good<br />
faith and with reasonable care and due diligence. Nothing in<br />
this paragraph 14 shall exclude any duty or liability owed by<br />
the Investor under the FCA Rules.<br />
14.2 The Fund Manager shall not be liable for any loss to<br />
the Investor arising from any investment decision made<br />
in accordance with the investment objectives and the<br />
investment restrictions set out in Schedule 1 to this<br />
Agreement or for other action in accordance with this<br />
Agreement, except to the extent that such loss is directly<br />
due to the negligence or wilful default or fraud of the Fund<br />
Manager or any of its members, partners or employees.<br />
14.3 The Administrator and Nominee shall not be liable for any<br />
loss to the Investor arising from any action in accordance<br />
with this Investor’s Agreement, except to the extent that<br />
such loss is directly due to the negligence or wilful default or<br />
fraud of the Administrator or the Nominee (as applicable) or<br />
their respective Associates or any of its or their members,<br />
partners or employees.<br />
14.4 Subject to Clauses 6.6 and 12, the Fund Manager shall not<br />
be liable for any defaults of any counterparty, agent, banker,<br />
nominee or other person or entity which holds money,<br />
investments or documents of title for the Fund, other than<br />
where such party is an Associate.<br />
14.5 In the event of any failure, interruption or delay in the<br />
performance of the Fund Manager’s or the Administrator’s<br />
(or any of their respective agents’, delegates’ or<br />
subcontractors’) respective obligations resulting from<br />
acts, events or circumstances not reasonably within its<br />
control (including but not limited to acts or regulations<br />
of any governmental or supranational bodies or<br />
authorities) or breakdown, failure or malfunction of any<br />
telecommunications or computer service or systems, the<br />
Investor acknowledges that neither the Fund Manager nor<br />
the Administrator, as appropriate, shall be liable or have any<br />
responsibility of any kind for any loss or damage thereby<br />
incurred or suffered by the Investor.<br />
14.6 The Fund Manager gives no representations or warranty<br />
as to the performance of the Fund. Investments are high<br />
risk investments, being non-Readily Realisable Investments.<br />
There is a restricted market for such Investments and it may<br />
therefore be difficult to sell the Investments or to obtain<br />
reliable information about their value. Investors should<br />
consider the suitability of the investment objectives and<br />
restrictions set out in Schedule 1 of this Agreement carefully<br />
and note the risk warnings set out in the <strong>Information</strong><br />
<strong>Memorandum</strong>. Nothing in this Clause 14 shall exclude the<br />
liability of the Fund Manager for its own fraud.<br />
FORESIGHT SOLAR EIS FUND 3<br />
31
15. TERMINATION<br />
15.1 The Fund Manager will seek to realise Investments and to<br />
terminate the Fund in an orderly fashion over a period of four<br />
years from the final Closing Date but it cannot be guaranteed<br />
that Investments made can be easily realised within this period<br />
and, even where they can be realised, that this can be done on<br />
an advantageous basis. On termination of the Fund, the Fund<br />
Manager shall endeavour to procure that all Shares in the<br />
Investor’s Portfolio will be sold or transferred into the Investor’s<br />
name or as the Investor may otherwise direct. Any cash within<br />
the Investor’s Portfolio will be paid to the Investor.<br />
15.2 An Investor is entitled to make withdrawals of Shares in his<br />
Portfolio at any time after the end of the period of seven years<br />
beginning with the date on which the Shares in question were<br />
issued. An Investor is entitled to withdraw cash in his Portfolio<br />
at any time. The Fund Manager will have a lien on all assets<br />
being withdrawn or distributed from the Fund and shall be<br />
entitled to dispose of some or all of the same and apply the<br />
proceeds in discharging any liability (including for any accrual<br />
of the performance incentive fee) of the Investor to the Fund<br />
Manager. This Agreement shall terminate upon the completion<br />
of the withdrawal from the Fund of all shares and cash which<br />
the Investor is entitled to receive under this clause 15.2. The<br />
balance of any sale proceeds and control of any remaining<br />
Investments will then be passed to an Investor.<br />
15.3 If:<br />
APPENDIX 2: INVESTOR’S AGREEMENT<br />
(a) The Fund Manager gives to the Investor not less than three<br />
months’ written notice of its intention to terminate its role as<br />
Fund Manager under this Agreement; or<br />
(b) the Fund Manager ceases to be appropriately authorised by<br />
the FCA or becomes insolvent;<br />
the Fund Manager shall endeavour to make arrangements to<br />
transfer the Investments to another fund manager, in which<br />
case that fund manager shall assume the role of the Fund<br />
Manager under this Agreement, failing which the Agreement<br />
shall terminate forthwith and, subject to Clause 16, the<br />
Investments held for the account of the Investor shall be<br />
transferred into the Investor’s name or as the Investor may<br />
otherwise direct.<br />
16. CONSEQUENCES OF TERMINATION<br />
16.1 On termination of this Agreement pursuant to Clause 15, the<br />
Fund Manager will use reasonable endeavours to complete all<br />
transactions in progress at termination expeditiously on the<br />
basis set out in this Investor’s Agreement.<br />
16.2 Termination will not affect accrued rights, existing<br />
commitments or any contractual provision intended to survive<br />
termination and will be without penalty or other additional<br />
payments save that the Investor will pay fees, expenses and<br />
costs properly incurred by the Manager and the Administrator<br />
(including a fair amount determined by the Fund Manager in<br />
compensation for accrued performance incentive fees not<br />
obtained by subscriptions for Shares) up to and including<br />
the date of termination and payable under the terms of this<br />
Investor’s Agreement.<br />
32 FORESIGHT SOLAR EIS FUND 3<br />
16.3 On termination, the Fund Manager may retain and/or realise<br />
such Investments as may be required to settle transactions<br />
already initiated and to pay the Investor’s outstanding<br />
liabilities, including fees, costs and expenses payable<br />
under Clause 9 of this Agreement (including a fair amount<br />
determined by the Fund Manager in compensation for accrued<br />
performance incentive not obtained by subscriptions for<br />
Shares), the details of which are set out in Schedule 2 to this<br />
Investor’s Agreement.<br />
16.4 Clauses 14 and 17 shall survive the termination of this<br />
Investor’s Agreement.<br />
17. CONFIDENTIAL INFORMATION<br />
17.1 Neither the Fund Manager, nor the Investor shall disclose to<br />
third parties or take into consideration for purposes unrelated<br />
to the Fund information either:<br />
(a) The disclosure of which by it would be or might be a breach<br />
of duty or confidence to any other person; or<br />
(b) which comes to the notice of a partner or member of or<br />
an employee, officer or agent of the Fund Manager or the<br />
Administrator or of any Associate but does not properly come<br />
to the actual notice of that party providing services under this<br />
Investor’s Agreement.<br />
17.2 Each of the Fund Manager and the Administrator will at<br />
all times keep confidential all information acquired in<br />
consequence of the Services, except for information which:<br />
(a) Is in the public knowledge; or<br />
(b) which they may be entitled or bound to disclose under<br />
compulsion of law; or<br />
(c) is requested by regulatory agencies; or<br />
(d) is given to their professional advisers where reasonably<br />
necessary for the performance of their professional services;<br />
or<br />
(e) which is authorised to be disclosed by the relevant party;<br />
and shall use all reasonable endeavours to prevent any breach<br />
of this Clause 17.2.<br />
17.3 The Fund Manager will procure that the Administrator,<br />
Nominee and any entity appointed to hold cash pursuant<br />
to clause 7.7 will observe and comply with the provisions of<br />
clauses 17.1 and/or 17.2.<br />
18. COMPLAINTS AND COMPENSATION<br />
18.1 The Fund Manager has established procedures in accordance<br />
with the FCA Rules for consideration of complaints. Details<br />
of these procedures are available from it on request. Should<br />
an Investor have a complaint, he should contact the<br />
Fund Manager.<br />
18.2 Where the Investor is categorised by the Fund Manager as a<br />
Retail Client, if for any reason the Investor is dissatisfied with<br />
the Fund Manager’s final response, the Investor is entitled to<br />
refer its complaint to the Financial Ombudsman Service. A<br />
leaflet detailing the procedure involved will be provided in the<br />
Fund Manager’s final response.
18.3 The Fund Manager is covered by the Financial Services<br />
Compensation Scheme. The Investor may be entitled to<br />
compensation from the scheme if the Fund Manager cannot<br />
meet their obligations. This depends on the type of business<br />
and the circumstances of the claim. Most types of investment<br />
business are covered up to a maximum of £50,000. Further<br />
information about compensation arrangements is available<br />
on request from the Fund Manager or from www.fscs.org.uk<br />
19. NOTICES, INSTRUCTIONS AND<br />
COMMUNICATIONS<br />
19.1 Notices of instructions to the Fund Manager or the<br />
Administrator should be in writing and signed by the Investor,<br />
except as otherwise specifically indicated.<br />
19.2 The Fund Manager or the Administrator may rely and act on<br />
any instruction or communication which purports to have<br />
been given by persons authorised to give instructions by the<br />
Investor under the Application Form or subsequently notified<br />
by the Investor from time to time and, unless that relevant<br />
party receives written notice to the contrary, whether or not<br />
the authority of such person shall have been terminated.<br />
19.3 All communications to the Investor shall be sent (whether<br />
postal or electronic) to the latest address notified by the<br />
Investor to the Fund Manager or the Administrator and shall<br />
be deemed received by the Investor on the second day after<br />
posting or on the day after dispatch in the case of electronic<br />
communication. All communications by the Investor<br />
shall be made in writing or (save as otherwise provided)<br />
shall be made by telephone to the Fund Manager or the<br />
Administrator, in which case conversations may be recorded<br />
for the avoidance of any subsequent doubt. Communications<br />
sent by the Investor will be deemed received only if actually<br />
received by the Fund Manager or the Administrator. Neither<br />
the Fund Manager nor the Administrator will be liable for<br />
any delay or failure of delivery (for whatever reason) of any<br />
communication sent to the Investor.<br />
20. UNSOLICITED REAL-TIME FINANCIAL<br />
PROMOTION<br />
The Fund Manager may communicate an unsolicited realtime<br />
financial promotion (i.e. interactive communications such as<br />
a telephone call or electronic mail promoting Investments) to<br />
the Investor.<br />
21. AMENDMENTS<br />
21.1 The Fund Manager may amend the terms and conditions<br />
in this Agreement by giving the Investor not less than 10<br />
business days’ written notice.<br />
21.2 The Fund Manager may also amend these terms by giving<br />
the Investor written notice with immediate effect if such is<br />
necessary in order to comply with HMRC requirements, in<br />
order to maintain the EIS Relief or in order to comply with<br />
the FCA Rules or other statutory or regulatory requirements.<br />
22. DATA PROTECTION<br />
All data which the Investor provides to the Fund Manager<br />
and the Administrator is held by that party subject to the<br />
Data Protection Act 1998. The Investor agrees that the Fund<br />
Manager and the Administrator may pass personal data to<br />
each other and to other parties insofar as is necessary in order<br />
for them to provide their Services as set out in this Agreement<br />
and to the FCA and any regulatory authority which regulates<br />
them and in accordance with all other Applicable Laws.<br />
23. ASSIGNMENT<br />
23.1 This Investor’s Agreement is personal to the Investor and<br />
may not be assigned by the Investor without prior written<br />
consent of the Fund Manager.<br />
23.2 In the event of the Investor’s death, the Fund Manager<br />
and Administrator will continue to deal with the Investor’s<br />
personal representatives.<br />
23.3 The Fund Manager may assign this Investor’s Agreement<br />
to an Associate by giving notice to the Investor, provided<br />
that such Associate is authorised and regulated to<br />
perform all of the Fund Manager’s functions hereunder<br />
and subject to any amendments required to this<br />
Agreement to effect the assignment and subsequent<br />
operation by the Associate as provided in clause 21.1.<br />
24. ENTIRE AGREEMENT<br />
This Investor’s Agreement, together with the Application<br />
Form, comprises the entire agreement of the Fund Manager<br />
and its Associates with the Investor relating to the provision<br />
of the Services.<br />
25. RIGHTS OF THIRD PARTIES<br />
Save for the rights of the Administrator and the Nominee<br />
a person who is not a party to this Agreement has no right<br />
under the Contracts (Rights of Third Parties) Act 1999 to<br />
enforce any term of this Agreement, but this does not affect<br />
any right or remedy of such third party which exists or is<br />
available apart from that Act.<br />
25. SEVERABILITY<br />
If any term, condition or provision of this Agreement shall<br />
be held to be invalid, unlawful or unenforceable to any<br />
extent, such term, condition or provision shall not affect<br />
the validity, legality or enforceability of the remainder of<br />
this Investor’s Agreement.<br />
26. GOVERNING LAW<br />
APPENDIX 2: INVESTOR’S AGREEMENT<br />
This Investor’s Agreement and all matters relating thereto<br />
shall be governed by and construed in accordance with English<br />
Law and the parties submit to the exclusive jurisdiction of the<br />
English Courts.<br />
FORESIGHT SOLAR EIS FUND 3<br />
33
APPENDIX 2: INVESTOR’S AGREEMENT<br />
SCHEDULE 1 - INVESTMENT OBJECTIVES AND<br />
RESTRICTIONS<br />
Investment Objectives of the Fund<br />
To generate capital gains and (if the Investor has so indicated<br />
in his Application Form) to provide such Investors with the<br />
Tax Advantages associated with EIS Investments principally<br />
derived from investing in Solar Power Plants backed by the<br />
RO Scheme.<br />
Investment Restrictions of the Fund<br />
1 In carrying out its duties hereunder in respect of the Fund,<br />
regard shall be had, and all reasonable steps taken, by the<br />
Fund Manager to comply with such policies or restrictions<br />
as are required in respect of EIS Investments in order to<br />
attract the reliefs from taxation under the EIS as may be<br />
prescribed by HMRC from time to time.<br />
2 In particular, but without prejudice to the generality of<br />
the above statements, the restrictions for the Fund are<br />
as follows:<br />
(a) No more than 25% of the Subscription of an Investor (or<br />
£5 million at Fund level) will be invested in any one Investee<br />
Company at full fundraising provided that this shall not<br />
restrict the subsequent merger, acquisition or unitisation of<br />
Investee Companies with other Investee Companies.<br />
(b) Investors should be aware that the Fund’s Investments<br />
will include non-Readily Realisable Investments. There<br />
is a restricted market for such Investments and it may<br />
therefore be difficult to deal in the Investments or to obtain<br />
reliable information about their value;<br />
(c) in the event of a gradual realisation of Investments<br />
prior to termination of the Fund under Clause 15.1, the<br />
cash proceeds of realised EIS investments may be placed<br />
on deposit or invested in fixed interest government<br />
securities or other investments of a similar risk profile.<br />
Proceeds will be paid out on termination of the Fund or in<br />
instalments in advance of termination, as determined by<br />
the Fund Manager.<br />
SCHEDULE 2 - FEES AND EXPENSES IN RESPECT<br />
OF THE FUND<br />
The charges described below (other than the performance<br />
incentive fee) are payable by Investee Companies and not<br />
directly by the Fund to the Fund Manager. The percentages<br />
shown below will be applied to the amount invested in<br />
Investments made in each Investee Company.<br />
The fund management and annual charges will accrue from the<br />
date of acceptance of the Investor’s Application Form and will<br />
be payable quarterly in advance, with the first payment being<br />
on the date of investment in the relevant Investee Company.<br />
Fees and charges payable to the Fund Manager and<br />
remuneration payments to advisers that are not paid by<br />
Investee Companies will be recouped from the proceeds of sale<br />
of Investments or dividends received.<br />
VAT will be added where applicable.<br />
34 FORESIGHT SOLAR EIS FUND 3<br />
1 Initial Fundraising Charges<br />
The level of the fundraising charges payable to the Fund<br />
Manager reflects whether or not commission is payable<br />
to financial intermediaries. In certain limited situations,<br />
commission may be paid as described in more detail below:<br />
Fundraising Charge: 2.5% of Subscription<br />
(no commission payable) payable immediately.<br />
Fundraising Charge: 5.5% of Subscription<br />
(commission payable) payable immediately plus<br />
0.5% pa of Subscription<br />
for 4 years payable<br />
annually.<br />
To ensure fairness between Investors different numbers<br />
of Shares will be issued to Investors to reflect the<br />
different charge levels that may be payable in relation<br />
to Subscriptions of individual Investors. Although the<br />
amount of the fundraising charges should not reduce the<br />
EIS Relief available to Investors the fundraising charges<br />
payable by an Investor will reduce the value of the<br />
Portfolio of that Investor.<br />
The Fund Manager will receive the fundraising charges<br />
out of which will be paid all costs of establishing the Fund,<br />
including legal and taxation costs incurred in creating the<br />
Fund, the preparation and issue of this document and<br />
any other direct expenses wholly incurred in establishing<br />
the Fund. The fundraising charges will be settled by<br />
the Investee Companies from the gross proceeds of<br />
Investments to maximise the benefits from tax reliefs<br />
on the full amount invested. Charges payable to the<br />
authorised financial intermediary of an Investor to be<br />
facilitated by the Fund Manager will only be paid by prior<br />
agreement of the Investor and Adviser as noted on the<br />
Application Form.<br />
Authorised financial intermediaries may in certain<br />
situations be permitted to receive commission such as<br />
for execution only clients where no advice or personal<br />
recommendation has been given or for professional<br />
clients. In such permitted situations authorised financial<br />
intermediaries will be paid initial commission, usually<br />
at the rate of 3% of Subscriptions, plus annual trail<br />
commission at the rate of 0.5% of Subscriptions for a<br />
maximum of four years (inclusive of VAT). All commission<br />
will be paid from fundraising charges described above.<br />
If the Investor changes his/her adviser to whom annual<br />
commission is payable he/she should inform the<br />
Administrator of the details of his new adviser who will,<br />
subject to legal and regulatory requirements, be entitled to<br />
receive the annual trail commission instead.<br />
2 Annual Fund Management Charges<br />
Annual management charge 1.75% of the value<br />
of the Portfolio.<br />
Secretarial charge 0.3% of the value of the<br />
Portfolio (subject to an<br />
RPI linked* minimum of<br />
£60,000 in aggregate).
<strong>Foresight</strong> will bear any legal, accounting and other<br />
fees incurred by the Fund in connection with potential<br />
Investments which do not proceed to completion and<br />
may retain for its own benefit any arrangement fees<br />
and director’s or monitoring fees which it receives in<br />
connection with Investments.<br />
* The annual secretarial fee will be adjusted on<br />
31 August 2014 and annually thereafter (based on<br />
reference dates to be fixed by the Fund Manager) in line<br />
with the changes in the Retail Prices Index (‘RPI’) in each<br />
period in respect of which the payment is due. After the<br />
first year, the initial secretarial charge will be increased<br />
in line with any change in RPI between such dates as are<br />
fixed by the Fund Manager in that 12 month period. In each<br />
subsequent year, the base annual fee will be that which<br />
is increased by virtue of the previous RPI calculation and<br />
the RPI multiple used will be the difference between the<br />
first RPI reference date and last RPI reference date in<br />
each relevant 12 month period. Where there is an overall<br />
decrease in RPI in any 12 month period, the annual fee will<br />
remain unchanged from that for the previous year. The<br />
Fund Manager may choose a suitable alternative index to<br />
replace the RPI if such index is no longer published or<br />
is significantly changed.<br />
3 Performance Incentive<br />
<strong>Foresight</strong> will be entitled to a performance incentive fee,<br />
payable based upon the proceeds of realising Investments<br />
plus dividends payable to Investors.<br />
This fee, which will be deducted from realisation<br />
proceeds, is only payable once an Investor has received<br />
proceeds of at least £1 per £1 invested in Investments.<br />
The performance incentive fee is calculated as 20% of<br />
proceeds to the Investor in excess of £1 per £1 invested<br />
until total proceeds reach 120p per £1 and 30% above<br />
that level.<br />
The performance incentive fee may be obtained by<br />
subscriptions for Shares by or on behalf of the Fund<br />
Manager and its directors, employees and Associates or<br />
as a charge deducted from proceeds due to the Investor.<br />
In the event of the Investor making a withdrawal of Shares<br />
pursuant to clause 15.2, the Investor shall be liable for a<br />
charge equal to a fair amount determined by the Fund<br />
Manager in compensation for accrued performance<br />
incentive fees not obtained by subscriptions for Shares.<br />
4 Expenses<br />
The Fund Manager shall be entitled to charge each<br />
Investee Company a pro-rata proportion of expenses<br />
reasonably incurred by the Administrator in respect of the<br />
administration of the Fund.<br />
SCHEDULE 3 – EXECUTION POLICY FOR<br />
RETAIL CLIENTS<br />
Execution factors and execution criteria<br />
The Fund Manager has an obligation when executing orders on<br />
behalf of Investors to obtain the best possible outcome.<br />
APPENDIX 2: INVESTOR’S AGREEMENT<br />
The FCA requires various execution factors to be taken into<br />
account including price; cost; speed; market impact, likelihood<br />
of execution and settlement; size; or any other consideration<br />
relevant to the execution of the order. Price will ordinarily<br />
merit a high relative importance in obtaining the best possible<br />
result. However, in some circumstances, the Fund Manager<br />
may appropriately determine that other execution factors<br />
are more important than price in obtaining the best possible<br />
execution result. The Fund Manager will determine the relative<br />
importance of the execution factors by using its commercial<br />
judgement and experience in light of market information<br />
available and taking into account the execution criteria.<br />
The execution criteria are defined as the characteristics of the<br />
client, order (orders placed in the market will indicate a price<br />
range that is suitable for the investment decision), type of<br />
financial instrument (some shares are more liquid than others,<br />
and illiquid shares will be less easily tradable in volume) and the<br />
execution venue.<br />
The scope of activities undertaken by the Fund Manager does<br />
not currently include placing orders with brokers or dealers.<br />
Should the Fund Manager place orders with brokers or dealers<br />
for execution it will satisfy itself that the broker or dealer has<br />
arrangements in place to enable the Fund Manager to comply<br />
with its best execution obligations to its clients. Specific<br />
arrangements will be put in place such that brokers will confirm<br />
that they will treat the Fund Manager as a professional client<br />
and will therefore be obliged to provide best execution.<br />
Special purpose vehicles (‘SPVs’)<br />
The Fund Manager may establish special purpose vehicles<br />
as Investments. The Investors will be issued Shares in such<br />
SPVs. As shares in SPVs cannot be obtained from any other<br />
sources there is limited opportunity to apply some of the<br />
execution factors.<br />
Specific instructions<br />
Where an Investor has provided the Fund Manager with specific<br />
instructions regarding an order, the Fund Manager will execute<br />
the order in accordance with those specific instructions.<br />
Investors should be aware that providing specific instructions<br />
to the Fund Manager in relation to the execution of a particular<br />
order may prevent the Fund Manager from taking the steps set<br />
out in this execution policy to obtain the best possible result in<br />
respect of the elements covered by those instructions.<br />
Monitoring and review<br />
The Fund Manager will review the effectiveness of its execution<br />
policy and order execution arrangements on an annual basis.<br />
Whenever a material change occurs that affects the Fund<br />
Manager’s ability to continue to obtain the best possible result<br />
for the Investor, the Fund Manager will notify the Investor of<br />
any material changes to its execution arrangements or its<br />
execution policy by posting an updated version on its website.<br />
Consent<br />
The Fund Manager is required to obtain your consent to this<br />
policy. This will be demonstrated by your submission of a<br />
completed Application Form to the Fund Manager.<br />
FORESIGHT SOLAR EIS FUND 3<br />
35
APPENDIX 3: GLOSSARY<br />
IN THIS DOCUMENT THESE EXPRESSIONS AND ABBREVIATIONS HAVE THE FOLLOWING MEANINGS<br />
UNLESS THE CONTEXT OTHERWISE REQUIRES.<br />
“Administrator” <strong>Foresight</strong> Fund Managers Limited or such other person as the Fund Manager may from time<br />
to time appoint to provide administration and safe custody services in respect of the Fund;<br />
“Applicable Laws” all relevant laws, regulations and rules, including those of any government or of the FCA, in<br />
any applicable jurisdiction;<br />
“Application Form” an application form to participate in the Fund completed by a prospective Investor in the<br />
form provided by the Fund Manager;<br />
“Associate” any person or entity which (whether directly or indirectly) controls or is controlled by<br />
the Fund Manager or any parent company of the Fund Manager (for the purpose of this<br />
definition “control” shall refer to the ability to exercise significant influence over the<br />
operating or financial policies of any person or entity);<br />
“Business Investment Relief” tax relief available to non domiciled residents on untaxed overseas income or gains to invest<br />
the UK in Qualifying investments without making a taxable remittance<br />
“Business Property Relief” relief from IHT pursuant to sections 103-114 Inheritance Tax Act 1984;<br />
“Capital Gains Tax Deferral Relief” relief by way of deferral of CGT (Section 150C and Schedule 5B of the Taxation of Chargeable<br />
Gains Act 1992);<br />
“Carry Back Relief” as described on page 25 of the <strong>Information</strong> <strong>Memorandum</strong>;<br />
“CGT” capital gains tax;<br />
“Complying Fund” a complying fund within the meaning of Article 2 of the Schedule to the Financial Services<br />
and Markets Act 2000 (Collective Investment Schemes) Order 2001;<br />
“Closing Date” a date by which Subscriptions may be accepted by the Fund Manager for the creation<br />
of Portfolios;<br />
“EIS” Enterprise Investment Scheme, as set out in the Income Tax Act;<br />
“EIS Qualifying Company” a company that meets the EIS requirements regarding EIS Relief and Capital Gains Tax<br />
Deferral Relief;<br />
“EIS Relief” relief from income tax under EIS;<br />
“Feed-in Tariff” payment of a set sum to producers of electricity from a renewable system per level of<br />
electricity generated;<br />
“<strong>Foresight</strong> <strong>Group</strong>” comprises <strong>Foresight</strong> <strong>Group</strong> CI Limited, <strong>Foresight</strong> <strong>Group</strong> LLP and <strong>Foresight</strong> Fund<br />
Managers Limited;<br />
“<strong>Foresight</strong> or Fund Manager” <strong>Foresight</strong> <strong>Group</strong> LLP (a limited liability partnership registered in England under number<br />
OC300878 and whose registered office is at ECA Court, 24-26 South Park, Sevenoaks,<br />
Kent TN13 1DU; and any other subsidiary of <strong>Foresight</strong> <strong>Group</strong> CI Limited from time to time.<br />
“FCA” The Financial Conduct Authority;<br />
“FCA Rules” the FCA’s rules made under powers given to the FCA by FSMA;<br />
“FSMA” the Financial Services and Markets Act 2000, as amended from time to time;<br />
“Fund” the <strong>Foresight</strong> Solar EIS Fund 3 which describes the aggregate of all the Investors’ Agreements;<br />
“HMRC” HM Revenue & Customs;<br />
“IHT” Inheritance Tax;<br />
“Income Tax Act” Income Tax Act 2007;<br />
“<strong>Information</strong> <strong>Memorandum</strong>” this document;<br />
36 FORESIGHT SOLAR EIS FUND 3
“Investee Companies” companies in which the Fund invests (and each an “Investee Company”);<br />
“Investment” an investment made through the Fund (together the “Investments”);<br />
“Investor” an individual (and certain trustees) who complete(s) an Application Form which is accepted<br />
by the Fund Manager and so enters into an Investor’s Agreement;<br />
“Investor’s Agreement” an Investor’s agreement to be entered into by each Investor with the Fund Manager, in the<br />
terms set out in Appendix 2 of this <strong>Information</strong> <strong>Memorandum</strong>;<br />
“IPEVC Guidelines” the International Private Equity and Venture Capital Valuation Guidelines from time to time;<br />
“Loss Relief” relief in respect of income tax for allowable losses pursuant to section 131 of the Income<br />
Tax Act;<br />
“Nominee” <strong>Foresight</strong> Fund Managers Limited (a wholly owned subsidiary of the Fund Manager) or<br />
such other nominee as may be appointed by the Fund Manager from time to time to be the<br />
registered holder of Investments;<br />
“Portfolio” the portfolio of Investments and cash held by the Investor through the Fund;<br />
“Readily Realisable Investment” a government or public security denominated in the currency of the country of its issuer<br />
or any other security which is admitted to official listing on an Exchange in an EEA State,<br />
regularly traded on or under the rules of such an Exchange, or regularly traded on or under<br />
the rules of a recognised investment exchange or (except in relation to unsolicited realtime<br />
financial promotions) designated investment exchange, or a newly issued security which<br />
can reasonably be expected to fall within the above categories when it begins to be<br />
traded (this term does not include AIM or PLUS traded investments, nor does it include<br />
unlisted securities);<br />
“Receiving Agent” The City Partnership (UK) Limited of Thistle House, 21 Thistle Street, Edinburgh, EH2 1DF or<br />
such other receiving agent as may be appointed by the Fund Manager from time<br />
to time;<br />
“Renewable Obligation” the obligation on UK energy suppliers to source a specified proportion of the electricity that<br />
they supply to their customers from renewable sources;<br />
“Renewable Obligation Certificates” the certificates issued to renewable energy generators based on the amount of eligible<br />
or “ROCs” renewable electricity they generate;<br />
“RO Scheme” a financial mechanism legislated by the UK Government which incentivises deployment<br />
of large-scale renewable electricity generation through the sale of Renewable Obligation<br />
Certificates by accredited generators to UK energy suppliers;<br />
“Services” the services provided under Clause 4 of the Investor’s Agreement;<br />
“Shares” shares in an Investee Company subscribed for by the Fund on behalf of Investors;<br />
“Solar Power Plant” a system of solar panels which generates electricity from solar irradiation;<br />
APPENDIX 3: GLOSSARY<br />
“Subscription” a cash subscription to the Fund by way of an Application Form pursuant to clause 3 of the<br />
Investor’s Agreement;<br />
“Tax Advantages” the various tax advantages, including EIS Relief, arising from Investments in Shares in EIS<br />
Qualifying Companies;<br />
“Three Year Period” the period beginning on the date the Shares in an Investee Company are issued and<br />
ending three years after that date, or three years after the commencement of the Investee<br />
Company’s trade, whichever is later;<br />
“VCT” a company satisfying the requirements of Chapter 3 of Part 6 of the Income Tax Act for<br />
venture capital trusts.<br />
FORESIGHT SOLAR EIS FUND 3<br />
37
APPLICATION FORMS AND ADVISER CERTIFICATE<br />
APPLICATION FORM AND<br />
IMPORTANT NOTE<br />
The Application Form and these notes incorporate by<br />
reference the <strong>Information</strong> <strong>Memorandum</strong>. Unless otherwise<br />
stated or as the context shall otherwise require, defined<br />
terms and expressions used in the Application Form and<br />
these notes have the meanings ascribed to them in the<br />
<strong>Information</strong> <strong>Memorandum</strong>.<br />
The minimum investment is £10,000.<br />
If an application set out in an Application Form is not accepted,<br />
the Fund Manager will promptly notify the applicant and return<br />
the Subscription enclosed with the Application Form by post<br />
without interest and at the risk and cost of the applicant. The<br />
Fund Manager reserves the right not to process Applications<br />
immediately. Any interest arising pending acceptance of an<br />
Application shall accrue for the benefit of the Fund Manager.<br />
WHO CAN APPLY?<br />
You can only apply if your financial adviser has certified that<br />
participation in the Fund meets your objectives, you have the<br />
expertise, experience and knowledge to understand the risks<br />
and that you are able to bear the associated risk involved in<br />
participating in the Fund.<br />
Business Investment Relief<br />
If you are a non domiciled resident and intend to apply using<br />
Business Investment Relief Scheme, call 01732 471812 for a<br />
bespoke application form.<br />
Please note that applications will only be accepted if they are<br />
submitted countersigned by a financial intermediary authorised<br />
and regulated by the FCA.<br />
<strong>Foresight</strong> reserves the right to accept Application Forms without<br />
an Adviser Certificate if it is satisfied with all applicable legal<br />
and regulatory requirements.<br />
INDEPENDENT FINANCIAL ADVICE, ASSESSMENT<br />
AND CUSTOMER DUE DILIGENCE PROCEDURES<br />
You must arrange for a financial adviser, authorised by the<br />
Financial Conduct Authority, to carry out:<br />
(i) An assessment that you are capable of making your own<br />
investment decisions and understand the risks involved in<br />
participating in the Fund; and<br />
(ii) the customer due diligence procedures required by The<br />
Money Laundering Regulations 2007 within the guidance<br />
for the UK Financial Sector issued by the Joint Money<br />
Laundering Steering <strong>Group</strong><br />
Your financial adviser must provide the Adviser Certificate set<br />
out at the end of this document.<br />
38 FORESIGHT SOLAR EIS FUND 3<br />
INSTRUCTIONS FOR COMPLETING THIS<br />
APPLICATION FORM<br />
Before completing this Application Form, please carefully review<br />
the following documents:<br />
• The <strong>Information</strong> <strong>Memorandum</strong>; and<br />
• the Investor’s Agreement.<br />
Then follow the steps listed 1 - 6 below.<br />
1. Please complete the form in type or use BLOCK CAPITALS<br />
(save for your signature) in black/blue permanent ink, and<br />
sign any changes you make. Do not erase any text or use<br />
white-out. If you have any queries, please contact <strong>Foresight</strong><br />
on 01732 471812.<br />
2. Arrange for a financial adviser, authorised by the Financial<br />
Conduct Authority, to complete boxes 4–8 and to carry out<br />
the assessments and customer due diligence measures<br />
referred to above and to execute the Adviser Certificate.<br />
3. Complete the ‘Authorised Intermediary Remuneration’ box<br />
with details of any charges that you have agreed with your<br />
authorised financial adviser and that you wish <strong>Foresight</strong> to<br />
facilitate or by ticking the commission box if that applies.<br />
Please initial beside the amount or percentage entered as<br />
confirmation of your agreement.<br />
4. Execute and date the Application Form.<br />
5. Send the entire Application Form, your signed Adviser<br />
certificate and cheque made payable to ‘The City<br />
Partnership - <strong>Foresight</strong> SE3’ by post to the Receiving Agent<br />
using the following address:<br />
The City Partnership (UK) Limited<br />
Thistle House, 21 Thistle Street<br />
Edinburgh EH2 1DF<br />
Bank transfers should be paid to<br />
Sort code: 80-22-60 A/c no: 11256562<br />
A/c Name: The City Partnership-<strong>Foresight</strong> SE3<br />
Bank: Bank of Scotland<br />
SWIFT: BOFSGB25<br />
IBAN: GB09 BOFS 8022 6011 2565 62<br />
Please reference bank transfers with your surname<br />
and initials.<br />
6. Retain a copy of the completed Application Form.
APPLICATION FORM<br />
PRIVATE INVESTORS<br />
Before completing this Application Form you should read the Acknowledgements and Representations overleaf, and by completing<br />
this Application Form you are entering into the Acknowledgements and Representations in favour of <strong>Foresight</strong> and the Receiving<br />
Agent. Once completed in full, please attach your cheque made payable to ‘The City Partnership - <strong>Foresight</strong> SE3’ and send by post to<br />
The City Partnership (UK) Limited, Thistle House, 21 Thistle Street, Edinburgh EH2 1DF .<br />
Cheques: make payable to ‘The City Partnership - <strong>Foresight</strong> SE3’<br />
Bank Transfers: Sort code: 80-22-60 A/c no: 11256562 Bank: Bank of Scotland SWIFT: BOFSGB25 IBAN: GB09 BOFS 8022 6011 2565 62<br />
<strong>Foresight</strong> will decide, in its absolute discretion, to accept or reject the application and will notify you of its decision. No Application Form<br />
will be accepted by <strong>Foresight</strong> until it has received the relevant Adviser certificate or is satisfied with all applicable legal and regulatory<br />
requirements and it has issued a written confirmation of acceptance.<br />
IF YOU DO NOT RECEIVE AN ACKNOWLEDGEMENT OF YOUR APPLICATION WITHIN TEN DAYS OF<br />
SENDING IT TO THE CITY PARTNERSHIP, PLEASE CONTACT FORESIGHT ON 01732 471812.<br />
BOX 1 PLEASE COMPLETE THE FOLLOWING<br />
Title: Forename(s): Surname:<br />
Date of Birth: Nationality:<br />
NI No (mandatory): Town & Country of Birth:<br />
Permanent Residential Address:<br />
Post Code:<br />
Daytime Phone: Email:<br />
Tax Ref No: Tax District:<br />
Length of occupation at the address above: If 3 years or less then please provide your previous address:<br />
Post Code:<br />
BOX 2 AUTHORISED INTERMEDIARY REMUNERATION (YOU MUST ELECT ONE OF THE TWO OPTIONS)<br />
Either: Details of agreed adviser charges to be facilitated<br />
Amount of upfront charges: Amount of ongoing charges:<br />
Fixed Amount £ Fixed Amount £<br />
Percentage % Percentage %<br />
Note: Any sums used to facilitate Adviser Charges are deducted before funds are invested in EIS Companies and therefore do not<br />
qualify for EIS Relief while the Manager’s Fundraising Charges are deducted after investment and thus may qualify for EIS Relief.<br />
For further details on charges, please refer to page 8 of this document. If you request us to facilitate charges on a percentage basis<br />
any charges, initial or ongoing, will be calculated as a percentage of the funds you invest in the <strong>Foresight</strong> Solar EIS Fund 3.<br />
BOX 3 INVEST IN THE FORESIGHT SOLAR EIS FUND 3<br />
I hereby apply to invest £ (In figures) in the <strong>Foresight</strong> Solar EIS Fund 3<br />
I do not wish to seek EIS Relief If you do not tick this box, we will assume that you wish to seek EIS Relief<br />
Signature: Date:<br />
Any ongoing charges will<br />
apply for the duration of your<br />
investment unless you specify<br />
a defined period below<br />
Or: My intermediary is entitled to commission payable by <strong>Foresight</strong> as detailed in the <strong>Information</strong> <strong>Memorandum</strong><br />
Yrs<br />
FORESIGHT SOLAR EIS FUND 3<br />
39
ACKNOWLEDGEMENTS<br />
AND REPRESENTATIONS<br />
a If your application is accepted, you agree to observe, perform<br />
and be bound by the provisions of the Investor’s Agreement.<br />
b You confirm and warrant that you personally possess<br />
sufficient knowledge, experience and expertise in financial and<br />
business matters (including experience with investments of a<br />
similar nature to an investment in the Fund) to be capable of<br />
evaluating the merits and risks of participating in the Fund is<br />
suitable for you.<br />
c If you have completed Box 2 of the Application Form with<br />
details of agreed adviser charges to be facilitated, you confirm<br />
that you have consulted a financial adviser in respect of your<br />
investment in the Fund and that such financial adviser has<br />
confirmed that participating in the Fund is suitable for you and<br />
the amount indicated in the ‘either’ option in box 2 has been<br />
agreed with your authorised Adviser and that <strong>Foresight</strong> may<br />
facilitate such payments on your behalf. If your Application<br />
Form is not accompanied by an Adviser Certificate you<br />
acknowledge that the Fund Manager is required by the FCA<br />
Rules to ensure that investment in the Fund is suitable for you<br />
before it can accept the Application Form and that you will<br />
supply the Fund Manager with any information requested to<br />
enable the Fund Manager to investigate suitability.<br />
d You represent and warrant that you have reached the age<br />
of majority under the laws of your country of nationality or<br />
domicile; and this application, upon acceptance by the Fund<br />
Manager, will be your legal, valid and binding obligation,<br />
enforceable against you in accordance with the terms of the<br />
Investor’s Agreement.<br />
e You acknowledge that this Application Form is not transferable<br />
or assignable.<br />
f You confirm your agreement that this Application Form be<br />
governed by and construed in accordance with the laws<br />
of England and Wales and that the courts of England and<br />
Wales shall have exclusive jurisdiction to hear and determine<br />
any suit, action or proceedings and to settle any disputes<br />
which may arise out of or in connection with this Application<br />
Form and, for such purposes, you irrevocably submit to the<br />
jurisdiction of such courts. In addition, you irrevocably waive<br />
any objection which you might now or hereafter have to the<br />
courts of England and Wales being nominated as the forum to<br />
hear and determine any such suit, action or proceedings and<br />
to settle any such disputes, and agree not to claim that any<br />
such court is not a convenient or appropriate forum.<br />
g You confirm that you will, at the request of the Fund Manager,<br />
forthwith enter into and execute such formal deeds of<br />
adherence whereby you will agree to observe, perform and be<br />
bound by the provisions of the Investor’s Agreement as the<br />
Fund Manager may require.<br />
h You agree that the foregoing representations, warranties,<br />
agreements and acknowledgments shall survive the date of<br />
your admission to the Fund and this Application Form shall be<br />
binding upon and inure to the benefit of the parties and their<br />
successors and permitted assignees.<br />
40 FORESIGHT SOLAR EIS FUND 3<br />
i You agree that if this application is made by more than<br />
one person, your obligations shall be joint and several<br />
and the representations, warranties, agreements and<br />
acknowledgments herein shall be deemed to be made by<br />
and be binding upon such persons and their successors<br />
and assignees.<br />
j You agree that any term or provision of this Application Form<br />
which is invalid or unenforceable in any jurisdiction shall, as to<br />
such jurisdiction, be ineffective to the extent of such invalidity<br />
or unenforceability without rendering invalid or unenforceable<br />
the remaining terms or provisions of this Application Form or<br />
affecting the validity or enforceability of any of the terms or<br />
provisions of this Application Form in any other jurisdiction.<br />
k You undertake to notify the Fund Manager immediately<br />
if there are ever relevant circumstances of which the<br />
Fund Manager should be aware in relation to managing<br />
your Portfolio(s).<br />
l You confirm, in relation to your participation in the Fund, that:<br />
• you wish/do not wish to seek EIS Relief as indicated on your<br />
Application Form;<br />
• you are applying on your own behalf;<br />
• you will notify the Fund Manager of any Investment with<br />
which you are connected within section 163 and sections 166<br />
to 177 of the Income Tax Act; and<br />
• you will notify the Fund Manager if, within three years of the<br />
date of issue of Shares by an EIS Qualifying Company, you<br />
become connected with that EIS Qualifying Company or<br />
receive value from it.<br />
m You confirm that you will provide all information required<br />
by the Fund Manager and the Receiving Agent to comply<br />
with all applicable anti money laundering regulations<br />
(including the Proceeds of Crime Act 2002 and the Money<br />
Laundering Regulations 2007 (“ML Rules”) and acknowledge<br />
that the Application Form will not be accepted unless the<br />
Fund Manager is satisfied (in its absolute discretion) with<br />
compliance with the ML Rules in relation to you and<br />
your application.<br />
n You confirm that if an Application Form is not accepted the<br />
obligations of the Fund Manager and the Receiving Agent to<br />
return any application monies (which will be returned without<br />
interest) will be subject to the ML Rules.
APPLICATION FORM<br />
AUTHORISED INTERMEDIARIES<br />
Email:<br />
BOX 4 TO BE COMPLETED BY THE INVESTOR’S AUTHORISED INTERMEDIARY<br />
Firm Name:<br />
Contact Name:<br />
Address:<br />
Telephone: Fax:<br />
Email:<br />
FCA registration no:<br />
Signature: Date:<br />
Post Code:<br />
BOX 5 INTERMEDIARY REMUNERATION (YOU MUST ELECT ONE OF THE TWO OPTIONS)<br />
Either: Tick this box if you are entitled to receive commission<br />
Reason:<br />
Or: Tick this box if Adviser Charges have been agreed with your client and comply with COBS 6.1A<br />
BOX 6 BANK DETAILS<br />
Please provide details of your bank or building society account for Adviser Charges or commission (as applicable)<br />
Account Name: Bank/Building Society:<br />
Sort Code: – – Account Number<br />
FORESIGHT SOLAR EIS EIS FUND FUND 3<br />
41 45
APPLICATION FORM<br />
AUTHORISED INTERMEDIARIES CONTINUED<br />
BOX 7 COMMISSION WAIVER DETAILS (ONLY COMPLETE IF COMMISSION SELECTED IN BOX 5)<br />
Initial commission waived will be invested in <strong>Foresight</strong> Solar EIS Fund 3 for your client.<br />
Please insert the amount of commission you wish to be waived in the box.<br />
BOX 8 SPECIAL INSTRUCTIONS<br />
By submitting this application form:<br />
i. I agree that I have read and understood the <strong>Foresight</strong><br />
<strong>Group</strong> Terms of Business for Intermediaries and that I<br />
agree to be bound by such Terms of Business;<br />
42 FORESIGHT SOLAR EIS FUND 3<br />
ii. To the extent I am an Appointed Representative,<br />
I warrant and represent that my principal has also<br />
accepted the <strong>Foresight</strong> <strong>Group</strong> Terms of Business<br />
for Intermediaries.<br />
%
APPLICATION FORM<br />
ADVISER CERTIFICATE<br />
TO BE COMPLETED BY THE INVESTOR’S FINANCIAL ADVISER<br />
WE CERTIFY TO FORESIGHT GROUP LLP AND THE CITY PARTNERSHIP LTD (AS APPLICABLE) IN<br />
THE TERMS OF PARAGRAPHS 1 TO 4 BELOW:<br />
1. We have undertaken an adequate assessment of the Investor’s expertise, experience and knowledge and certify that, in the<br />
light of the nature of the transactions or services envisaged, that an investment in the <strong>Foresight</strong> Solar EIS Fund 3 is suitable<br />
for them.<br />
2. We have applied customer due diligence measures on a risk-sensitive basis in respect of the Investor to the standard<br />
required by The Money Laundering Regulations 2007 within the guidance for the UK Financial Sector issued by the Joint<br />
Money Laundering Steering <strong>Group</strong> and we certify that we have:<br />
(a) identified and verified the identity of the Investor on the basis of documents, data and information obtained from a<br />
reliable and independent source;<br />
(b) we have obtained information on the Investor’s occupation and the source of funds to be used for the Investor’s<br />
proposed investment in the <strong>Foresight</strong> Solar EIS Fund 3;<br />
(c) identified, where there is a beneficial owner who is not the Investor, the beneficial owner and have taken adequate<br />
measures, on the basis of documents, data and information obtained from a reliable and independent source, to verify his<br />
identity so that we know who the beneficial owner is, including, in the case of a legal person, trust or similar arrangement,<br />
measures to understand the ownership and control structure of the person, trust or arrangement and the identity of the<br />
beneficial owner and details of the ownership and control structure are set out in the Schedule hereto; and<br />
(d) obtained information on the purpose and intended nature of the Investor’s proposed investment in the <strong>Foresight</strong> Solar<br />
EIS Fund 3, as the case may be, which information is set out in the Schedule hereto.<br />
3. We understand that the Receiving Agent has obligations under the Money Laundering Regulations 2007 and will cooperate<br />
with the Receiving Agent in the event of a request for copies of the due diligence materials we hold in respect of the<br />
Investor, and that we will provide the same within two business days of a request (see notes below). We acknowledge<br />
and agree that such request may cause us to request additional information from the Investor, and that the Receiving<br />
Agent reserves the right to contact the Investor directly in the event that all information is not provided within the above<br />
timeframe. We confirm that both we and the Investor are aware of and understand that failure to provide the information<br />
requested may cause the Receiving Agent to reject the application.<br />
4. At any time during the life of the Investor’s investment in the <strong>Foresight</strong> Solar EIS Fund 3, we will advise the Fund Manager<br />
immediately should our relationship with the Investor terminate.<br />
FORESIGHT SOLAR EIS FUND 3<br />
43
APPLICATION FORM<br />
ADVISER CERTIFICATE<br />
Email:<br />
WE CONSENT TO FORESIGHT LLP AND THE CITY PARTNERSHIP (UK) LTD RELYING ON THIS<br />
CERTIFICATE<br />
Firm Name:<br />
Contact Name:<br />
Address:<br />
Telephone: Fax:<br />
Email:<br />
FCA registration no:<br />
Signature: Date:<br />
PLEASE COMPLETE:<br />
We have applied customer due diligence measures on a risk-sensitive basis in respect of the Investor to the standard required<br />
by The Money Laundering Regulations 2007 within the guidance for the UK Financial Sector issued by the Joint Money<br />
Laundering Steering <strong>Group</strong> and we certify that we have identified that the beneficial owner is:<br />
and (in the case of a legal person, trust or similar arrangement), the ownership and control structure of the person, trust or<br />
arrangement is:<br />
The purpose of the investment is:<br />
NOTES<br />
44 FORESIGHT SOLAR EIS FUND 3<br />
Post Code:
DIRECTORY<br />
FUND MANAGER & PROMOTER<br />
<strong>Foresight</strong> <strong>Group</strong> LLP<br />
ECA Court<br />
24-26 South Park<br />
Sevenoaks<br />
Kent<br />
TN13 1DU<br />
T: 01732 471 800<br />
E: info@foresightgroup.eu<br />
W: www.foresightgroup.eu<br />
RECEIVING AGENT<br />
The City Partnership (UK) Limited<br />
Thistle House<br />
21 Thistle Street<br />
Edinburgh<br />
EH2 1DF<br />
T: 0131 243 7210<br />
W: www.city.uk.com<br />
ADMINISTRATOR & NOMINEE<br />
<strong>Foresight</strong> Fund Managers Limited<br />
ECA Court<br />
24-26 South Park<br />
Sevenoaks<br />
Kent<br />
TN13 1DU<br />
T: 01732 471 800<br />
E: info@foresightgroup.eu<br />
W: www.foresightgroup.eu<br />
SOLICITORS & TAX ADVISERS<br />
SGH Martineau LLP<br />
No.1 Colmore Square<br />
Birmingham<br />
B4 6AA<br />
T: 0800 763 1000<br />
W: www.sghmartineau.com<br />
FORESIGHT SOLAR EIS FUND 3<br />
45
<strong>Foresight</strong> <strong>Group</strong><br />
ECA Court<br />
24–26 South Park<br />
Sevenoaks<br />
Kent<br />
TN13 1DU<br />
United Kingdom<br />
t:+44 (0) 1732 471800<br />
f:+44 (0) 1732 471810<br />
www.foresightgroup.eu<br />
This publication is printed on paper sourced from certified sustainable forests.<br />
Designed and produced by Fat Media.