Publication of a Circular

Foresight Solar & Technology VCT plc
LEI: 21380013CXOR8N6OD977

Publication of a Circular

Following the payment on 22^nd March 2023 by Foresight Solar & Technology VCT plc (the “Fund”) of a first special dividend of £45,700,000 to its Ordinary Shareholders after the successfully completing the sale of its entire portfolio of solar assets, equivalent to 132 pence per Ordinary Share (“the First Special Dividend”) the Fund has today issued a circular to shareholders (the “Circular”) convening a General Meeting and Class Meetings to be held at 10.30 a.m. on 5^th July 2023 (the “Meetings”) tabling Resolutions which, if approved by Shareholders and taken together, would result in the closure of the Ordinary Share Fund following the payment of a proposed second special dividend of approximately £1,900,000 to its Ordinary Shareholders (“the Second Special Dividend”) by the:

• Redesignation of a pro rata number of Ordinary Shares for each Ordinary Shareholder, equal in value to the nominal Ordinary Share capital and other non-distributable reserves of approximately £600,000 as FWT Shares with an aggregate net asset value of approximately £600,000;
  
  
• Redesignation of the remaining Ordinary Shares as Deferred Convertible Preferred Shares (“DCP Shares”);
  
  
• Payment of the Second Special Dividend to its Ordinary Shareholders amounting to approximately 5.5p per Ordinary Share and, in aggregate, as a class, to approximately £1,900,000 which would be paid on or around Tuesday 25th July 2023 to Ordinary Shareholders on the register on Friday 30th June 2023 (before the redesignation of Ordinary Shares as FWT Shares and DCP Shares);
  
  
• Attribution of £2 plus the benefit of certain overseas claims, currently attributed to the Ordinary Shares, to the DCP Shares;
  
  
• Attribution to and pooling with the other assets attributable to the FWT Shares of the remaining assets attributable to the Ordinary Shares of approximately £600,000; and
  
  
• Consequential amendments to the Company’s articles of association.
  
  

The Company is unable to distribute the residual nominal Ordinary Share capital of approximately £350,000 and additional non-distributable reserves of approximately £250,000 without compromising the VCT tax reliefs attributable to New FWT Shares issued within three years of such a distribution and breaching Companies Act 2006 restrictions respectively.