Information Memorandum - Foresight Group

LIQUIDITY
If Investors need to realise their Investments early, they will
be able to offer their Investments for sale through Foresight
at their most recent valuation. Foresight will endeavour to
arrange for any Investments so offered to be bought by the
Investee Companies, or acquired by other Foresight Group
managed funds or other Investors. This does not imply any
obligation on the part of any party to acquire Investments and
there is no guarantee that Investments offered can be sold
or that they can be sold at their most recent valuation. The
disposal of an Investment before the end of the Three Year
Period is likely to result in a loss or clawback of EIS Relief and
crystallisation of any Capital Gains Tax Deferral Relief.
As the Investments will be in unquoted companies, there will
be no readily available market for the Investments. As a result,
the most likely mechanism for realising Investments is through
a realisation process implemented by Foresight. Foresight will
consider options for making realisations and returning funds
to Investors (subject to individual options to stay invested)
FUND STRUCTURE
The Fund comprises a number of discretionary managed
Portfolios, which are managed on behalf of individual
Investors in accordance with the investment objectives and
restrictions set out in Schedule 1 of the Investor’s Agreement.
The Investor’s Agreement is made between each Investor
and Foresight (on behalf of itself and the Administrator and
the Nominee) on the terms set out in Appendix 2 to this
Information Memorandum. Foresight will be responsible for
the discretionary management of Portfolios but each Investor,
for legal and tax purposes, will be the beneficial owner of a
specific number of Shares in each Investee Company, the
aggregate of which, together with cash held on behalf of
the Investor, comprise his or her Portfolio. The combined
Portfolios comprise the Fund, which is as an unapproved
EIS fund. The Nominee will be the registered holder of all
Investments of the Fund.
The Fund is not a collective investment scheme within the
meaning of section 235 of the Financial Services and Markets
Act 2000 by virtue of it being a fund complying within the
meaning of Article 2 of the Schedule to the Financial Services
and Markets Act 2000 (Collective Investment Schemes) Order
2001 and, pursuant to clause 15.2 of the Investor’s Agreement,
Investors are entitled only to the withdrawal rights prescribed
by that clause.
HOW TO INVEST
Please read the Investor’s Agreement and complete the
Application Form, both of which are included in this document.
Potential Investors can apply to participate in the Fund in
respect of any amount from £10,000 upwards, subject to the
amount being a multiple of £1,000.
Please send the completed Application Form, together with
the Adviser Certificate and cheque (or confirmation of Direct
in relation to each Investment after the Three Year Period.
However, the timescale for realising Investments may be
longer than the end of the Three Year Period.
By the end of the Three Year Period, the Investee Companies
should have established revenue streams supported by
an established track record. The revenue forecasts for the
Investee Companies should also be relatively predictable and
will be underpinned by warranties from counterparties. As
such, Foresight believes that the remaining income streams
generated by the Investee Companies will be attractive to
institutional investors or other Foresight Group managed
funds and that either sales or refinancing of the Investee
Companies would enable funds to be returned to Investors.
As above, this does not imply any obligation on any party
to acquire Investments and there is no guarantee that
Investments offered for sale can be sold or that they can be
sold at their most recent valuation. The proceeds of sale of
Investments will be returned to Investors and not reinvested.
Investors in the Fund will make Investments together
and their Investments will be managed by Foresight on a
common basis. The Fund will, therefore, constitute a collective
investment undertaking within the meaning of the Markets
in Financial Instruments Directive (MiFiD) and, by virtue of
the exemption for collective investment undertakings in
Article 2.1(h) of MiFiD, the Fund falls outside the remit
of MiFiD.
All Investors in the Fund will be categorised by Foresight as
retail clients unless otherwise agreed by Foresight and the
Investor, and their Applications will, therefore, be subject
to their financial adviser certifying that participation in the
Fund meets their objectives, that they have the expertise,
experience and knowledge to understand the risks and
that they are able to bear the associated risk involved in
participating in the Fund. Investors who do not have financial
advisers who will provide this confirmation will not be able to
participate in the Fund.
The Fund Manager is covered by the Financial Services
Compensation Scheme. An Investor may be entitled to
compensation from the scheme if the Fund Manager cannot
meet its obligations, as described in greater detail in the
Investor’s Agreement.
Transfer) payable to ”The City Partnership-Foresight SE3”, by
post to the Receiving Agent. Foresight will notify applicants
if his or her application is accepted and such acceptance
will create a binding agreement between the Investor and
Foresight (for itself and the Administrator and the Nominee)
on the terms of the Investor’s Agreement.
FORESIGHT SOLAR EIS FUND 3
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