Foresight VCT PLC : Annual Financial Report

FORESIGHT VCT PLC

Summary Financial Highlights

• Net asset value per Ordinary Share at 31 December 2016 was 83.6p after payment of a 7.0p dividend (31 December 2015: 87.5p).
• Net asset value per Planned Exit Share at 31 December 2016 was 25.9p after a payment of a 14.0p dividend (31 December 2015: 36.8p).
• Net asset value per Infrastructure Share at 31 December 2016 was 81.7p after payment of 14.5p in dividends (31 December 2015: 92.4p).

Ordinary Shares fund

• An interim dividend for the year ended 31 December 2015 of 7.0p per Ordinary Share was paid on 1 April 2016.
• An interim dividend for the year ended 31 December 2016 of 5.0p per Ordinary Share was paid on 3 April 2017.
• The fund realised £0.6 million from the sale of two portfolio companies.
• The fund invested £4.8 million in two new portfolio companies.
• A further £37.0 million was raised through the issue of shares from the 2016 offer which closed on 23 December 2016.
• The Manager agreed to lower its annual management fee for the Ordinary Shares fund to 1% in respect of any cash above £20 million held within the fund.

Planned Exit Shares fund

• An interim dividend for the year ended 31 December 2016 of 14.0p per Planned Exit Share was paid on 14 October 2016.
• An interim dividend for the year ended 31 December 2017 of 18.0p per Planned Exit Share was paid on 13 April 2017.
• The fund realised £1.4 million from the sale of Trilogy Communications.
• AlwaysOn was sold after the year end, realising £2.0 million.

Infrastructure Shares fund

• An interim dividend for the year ended 31 December 2015 of 2.5p per Infrastructure Share was paid on 11 March 2016.
• An interim dividend for the year ended 31 December 2016 of 12.0p per Infrastructure Share was paid on 23 September 2016.
• The fund realised £4.0 million from the sale of FS Pentre.
• Three portfolio companies were restructured following the merger with Foresight 2 VCT, generating £3.2 million.

Chairman's Statement

The following statement is divided into three sections, each dealing with the performance of specific share funds within the Company.

1. The Ordinary Shares Fund

Introduction and Strategy
During the period under review, the net assets of the Ordinary Shares fund increased to £107.0 million at 31 December 2016 from £75.8 million at 31 December 2015 following a successful new fund raise. The net asset value per share at 31 December 2016 was 83.6p, which, after taking into account the 7.0p per share dividend paid in April last year, is an increase of 3.5% on the 87.5p per share at 31 December 2015.

The Directors believe that the Ordinary Shares fund is beginning to demonstrate the benefits of actions taken over the past five years to significantly expand the size of the fund and refocus its investments on developing businesses. At the year end the fund held 28 investments in UK based businesses across a wide spread of sectors and had over £39 million of cash available for further investment.

The Directors believe that it is in the best interests of Ordinary Shareholders for the Company to continue to pursue its existing strategy which includes the following four key objectives:

• Further increase of the net assets of the Ordinary Shares fund to a level in excess of £150 million.
• Entering into a significant number of new and follow on qualifying investments every year.
• Paying an annual dividend to Shareholders of at least 5.0p per share and at the same time aiming to maintain or increase net asset value per share.
• Offering a programme of regular share buy backs at a discount in the region of 10% to the prevailing net asset value.

Investment Opportunities

The Directors believe that central to the Company being able to achieve its objectives in the future is the ability of Foresight Group, the Company's manager (the "Manager"), to source and complete attractive new qualifying investment opportunities. This task has not been made easier by the changes to VCT legislation which (amongst other requirements) place greater emphasis on growth or development capital investment into younger companies.

The Company is fortunate, however, in that it has pursued a policy of seeking growth capital investments for several years with the Manager having established a successful track record in this area. Foresight Group was recently awarded 'VCT House of the Year 2016' at the Unquote awards in recognition of investments made and the achievements of team members and the Manager as a whole throughout 2016.

In addition to its established reputation in the area of growth and development capital investment, the Manager has been developing a number of UK regional funds supporting early stage businesses. The first two funds which are based in Nottingham and Manchester are already proving a useful source of attractive new investment leads for the Company. The Company completed two new investments amounting to £4.8 million last October and has concluded three further transactions totalling £6.8 million in 2017. Taking into account the current pipeline of new investment opportunities, it is the Manager's expectation that it will be able to increase the level of new investments over the coming year and beyond.

Cash Availability and Charges
By the time it closed last December, the Company's 2016 share offer raised approximately £37 million. In line with its strategy for the expansion of the overall size of the fund, the Board and the Manager are looking to build on that success and raise further funds to support the Company's investment programme. A prospectus offer to raise £20 million was launched on 2 February 2017 and was rapidly oversubscribed. The Board utilised the over-allotment facility for a further £20 million and capacity was reached, with the offer closing to further applications on 20 March 2017.

At the year end, the Ordinary Shares fund had cash and liquid resources of £39.4 million with the 2017 share offer adding significantly to this sum. The Directors believe that it is right to hold substantial funds available for future investment but in order to mitigate the full cost impact of this, the Manager recently agreed to lower the annual management charge to 1% in respect of any cash above £20 million held within the fund. This reduced rate will be reviewed by the Board on an annual basis.

Annual Running Costs

The annual management fee of the Ordinary Shares fund is 2.0% of net assets including cash balances up to £20 million. The average ongoing charges of the Ordinary Shares fund for the period to 31 December 2016, at 2.1% of net assets, compares favourably with its VCT peer group and is subject to a cap at 2.4% of net assets, which is amongst the lowest for any generalist VCT with total assets in excess of £20 million.

The Board remains committed to keeping the Company's operating costs as low as possible and the funds raised under the Offer will serve to increase the Company's net assets overall while allowing the Company's fixed administrative costs to be spread across a wider asset base, thus reducing costs per share.

Performance Incentive
As stated at the time of the merger with Foresight 2 VCT, the Directors consider that a performance incentive scheme should help to incentivise the Manager to deliver above average value for Shareholders. In addition, the Directors believe it to be advantageous to align the interests of the Manager with those of Shareholders. New arrangements were approved by Shareholders on 8 March 2017 and have been entered into whereby individual members of the Manager's private equity team and the Manager will invest alongside the Ordinary Shares fund, and may become entitled to performance incentive payments, subject to the achievement of 'per investment' and 'fund as a whole' performance hurdles.

Details of these arrangements can be found on page 60 of the Annual Report and Accounts.

Dividends
The Board is pleased that the Company has been able to maintain its annual dividend payments at or above its target of 5.0p per Ordinary Share for the past six years and expects to maintain this in the future. The Company's dividend policy is, and will remain wherever practical, to maintain a steady flow of tax-free dividends, generated from income or capital profits realised on the sale of investments.

In accordance with this policy an interim dividend of 5.0p was paid on 3 April 2017 based on an ex-dividend date of 16 March 2017 and a record date of 17 March 2017.

Buybacks

The Board and the Manager consider that the ability to offer to buyback shares at a discount in the region of 10% is a benefit to Shareholders as a whole and an appropriate way to help manage the share price discount to NAV at which the Ordinary Shares trade.

Outlook
The Directors are optimistic that investments currently within the Company's Ordinary Shares fund have the potential to show further growth over the coming year and that new investment opportunities being sourced by the Manager will add to this potential. The fund is well positioned to provide Shareholders with regular dividends and sustained capital value in the future.

2. Planned Exit Shares Fund

During the period under review, the net assets of the Planned Exit Shares fund decreased to £2,949,000 at 31 December 2016 from £4,248,000 at 31 December 2015. The net asset value per share at 31 December 2016 was 25.9p which, after taking into account the 14.0p per share dividend paid on 14 October 2016 is an increase of 8.4% on the 36.8p per share at 31 December 2015. Total return since launch, however, remains significantly behind expectations.

The Board was particularly pleased with the realisation of Trilogy Communications, which was sold in August 2016, as it represented a significant turnaround in Trilogy's fortunes and demonstrates the benefit of active asset management for private equity style investments. Details of the sale can be found in the Manager's Report.

Cash Availability
At the year end, the Planned Exit Shares fund had cash and liquid resources of £135,000.

Running Costs
The annual management fee of the Planned Exit Shares fund is 1.0% of net assets. The average ongoing charges ratio of the Planned Exit Shares fund for the period ended 31 December 2016 was 1.9% of net assets.

Dividends
It continues to be the Company's policy to provide a flow of dividends which will be tax-free to qualifying shareholders, generated from income and from capital profits realised on the sale of investments. Distributions, however, will inevitably be dependent on cash being generated from portfolio investments and successful realisations.

In accordance with this policy an interim dividend of 18.0p per Planned Exit Share was paid on 13 April 2017 based on an ex-dividend date of 30 March 2017 and a record date of 31 March 2017.

Buybacks
The Board and the Manager consider share buybacks to be an effective way to manage the share price discount to NAV at which the Planned Exit Shares trade.

Outlook

The original objective of the Planned Exit Shares fund was to return investors 110p per share through a combination of dividends and share buybacks by the sixth anniversary of the closure of the original offer, which was June 2016.

Following the sale of AlwaysOn in January 2017, there is now one final investment held within the Planned Exit Shares portfolio and it continues to be the Board's policy to manage this investment in order to maximise the return for Shareholders.

The total return for Shareholders if the fund realised the remaining investment at current valuation would be 82.9p (comprising 57.0p in dividends paid to date and 25.9p representing the remaining NAV at 31 December 2016). To deliver the target return of 110p per share, a significant increase on the current valuation of the remaining investment would need to be achieved on disposal. The Directors consider that it is highly unlikely that the present total return will improve materially.

3. Infrastructure Shares Fund

During the period under review, the net assets of the Infrastructure Shares fund decreased to £26.6 million at 31 December 2016 from £30.0 million at 31 December 2015. The net asset value per share at 31 December 2016 was 81.7p which, after taking into account the 2.5p per share dividend paid on 11 March 2016 and the 12.0p per share dividend paid on 23 September 2016, represented an increase of 4.1% over the year on the 92.4p per share at 31 December 2015.

Following the merger with Foresight 2 VCT plc in December 2015, the Company had a controlling holding in four of the five currently qualifying Infrastructure Shares fund investments. Left unaddressed these holdings would have become non-qualifying under VCT rules relating to control. A one year grace period was allowed to remedy this situation. Partial or complete disposals of these four investments to reduce ownership of each of holding to below 50% were completed during the year. Details of these disposals can be found in the Manager's Report.

Cash Availability
At the year end the Infrastructure Shares fund had cash and liquid resources of £2.8 million as a result of the partial disposals made in December 2016.

Running Costs

The annual management fee of the Infrastructure Shares fund is 1% of net assets. The ongoing charges ratio of the fund for the period ended 31 December 2016 was 1.7% of net assets.

Dividends
The Company's original objective was to provide an annual flow of dividends of 5.0p per share, tax-free to qualifying shareholders, generated from income and from capital profits realised on the sale of investments. Distributions are inevitably dependent on cash being generated from portfolio investments and successful realisations. Whilst the underlying capital value of each investment remains largely unaltered, they are not able to generate sufficient cashflows to satisfy an annual 5.0p per share dividend at current yields.

Buybacks

The Board and the Manager consider share buybacks to be an effective way to help manage the share price discount to NAV at which the Infrastructure Shares trade.

Outlook
The Board is conscious of the intention stated in the original Infrastructure Shares fund prospectus to offer Shareholders the opportunity to exit their investment after the end of the initial five year holding period and is writing to Infrastructure Shareholders regarding this intent.

Brexit
There are two principal areas where the implementation of Brexit could impact the Company:

1. Investee Companies - there has been much debate on the possible impact on trade between Europe and the UK following the Brexit vote and how this will impact UK businesses. It is too early to estimate the impact that this may have;
2. Regulation - recent additions to the current VCT legislation have resulted from EU State Aid Directives, but we do not believe that post Brexit the amending of VCT legislation will be a priority for the UK Government.

Annual General Meeting
The Company's Annual General Meeting will take place on 23 May 2017 at 10.00am. I look forward to welcoming you to the Meeting, which will be held at the offices of Foresight Group in London. Details can be found on page 70 of the Annual Report and Accounts.

Outlook
The Ordinary Shares fund is now of a size that the Directors believe should more easily achieve the objectives of regular dividend payments and continuing new investment. The Directors believe sound future investment is fundamental to underpin long term performance. We are encouraged by the performance of the portfolio over the last year and pleased with the progress made by several recent investments. In addition, the pipeline of potential investments contains a number of interesting opportunities.

The Board is looking to realise and distribute the final investment in the Planned Exit Shares fund as soon as practical and has already embarked upon an exit strategy for the Infrastructure Shares fund portfolio.

John Gregory
Chairman
Telephone: 01296 682751
Email: j.greg@btconnect.com
24 April 2017

Manager's Report

Fund raising for the Ordinary Shares Fund
On 18 January 2016, the Board launched a full prospectus to raise up to £30 million by the issue of new Ordinary Shares. The issue was well received by both new and existing investors, and the offer was increased, raising a total of £37 million by the closing date of 23 December 2016.

While the VCT market adjusted to the changes in regulation announced in 2015, as noted in previous reports, investment activity was relatively quiet in the first half of the year. Foresight Group, however, has continued to see a flow of investment opportunities from small high quality companies and subsequently, in late 2016 and early 2017, we have seen a particularly strong pick-up in the pipeline. With the UK and US economies continuing their recovery, we believe that investing in growing, well managed private companies should, based on past experience, generate attractive returns over the longer term.

To address the large number of high quality private equity investment opportunities, we have continued to expand our private equity team, which is now based in London, Manchester and Nottingham. The team now totals 17 investment professionals with combined industry experience of more than 220 years. Foresight Group has invested in more than 20 small companies since 2012 with more than 20 follow-on investments made to fund further growth.

All members of the team spend significant time connecting with SME networks around the country, targeting advisers and marketing directly to businesses to identify high quality opportunities across a diverse range of market segments. Foresight Group's focus remains on identifying strong management teams with growing businesses across a range of sectors. The enlarged team enables efficient deal execution while maintaining and developing the flow of new opportunities via both intermediary referrals and direct targeting.

To take advantage of current investment opportunities, on 2 February 2017, the Board launched a further full prospectus to raise up to £20 million with a facility to increase by a further £20 million. The offer was closed to further applications on 20 March 2017, raising the full £40 million.

Portfolio Review: Ordinary Shares Fund

In October 2016, the Company invested £782,500 in content intelligence platform Idio, a high growth, recurring revenue-led, enterprise Software as a Service ("SaaS") business.

Also in October 2016 the Company completed a £4 million growth capital investment in Simulity Labs, a specialist technology business based in Bangor, North Wales, powering the future of connected devices and the Internet of Things (IOT) through its embedded communications software for SIM, eSIM and next generation connected products.

The Ordinary Shares fund continues to focus on new opportunities, although uncertainty following the changes to VCT rules and HMRC delays on providing advance assurances resulted in a delay in the completion of new deals. Following the year end, however, a further three new investments totalling £6.8 million were completed in Poundshop.com, the UK's largest online pound shop, Ollie Quinn Limited, a designer and retailer of subscription glasses and sunglasses and Fresh Relevance, an ecommerce platform for online retailers. We are currently in exclusivity and in due diligence on one new investment for the Ordinary Shares fund, with offers on funding under negotiation for several other investments.

Follow-on funding
The final £94,503 tranche of an investment round to finance the development of Biofortuna's new molecular diagnostics products was drawn down in July 2016.

Realisations

Realisations totalling £673,176 were completed during the year.

These included the Company's interest in O-Gen Acme Trek, which was sold in March 2016 to Blackmead Infrastructure Limited, a subsidiary of Foresight's Inheritance Tax Solution, at book value for an initial cash consideration of £45,442 and a deferred consideration element due when certain conditions are met. The majority of this deferred consideration was received in January 2017.

In August 2016, the Company successfully completed the sale of Trilogy Communications Limited to California based Clear-Com LLC. The Ordinary Shares fund received £575,667 in cash following completion (as compared with a carrying value of £337,264 at 31 March 2016), with further deferred consideration payable subject to warranty claims and tax claims.

During the year, 56,538 ordinary shares in AIM listed ZOO Digital were sold, realising £5,036.

A short term loan of £45,000 was repaid to the fund by Specac International.

Loan repayments of £2,030 were received from the administrators of The Skills Group Limited, formerly AtFutsal Group Limited.

The final tranche of deferred consideration was received from iCore Limited, totalling £51,247.

Provisions to a level below cost (including take-on cost) in the year

Further investee company details are provided in the Portfolio Highlights section.

Portfolio Review: Planned Exit Shares Fund
In line with the fund's objective at this time, no new or follow-on investments were made during the year.

In August 2016 the Company successfully completed the sale of Trilogy Communications Limited to California based Clear-Com LLC. The Planned Exit Shares fund received £1,374,912 in cash following completion (compared with a carrying value of £799,029 at 31 March 2016), with further deferred consideration payable subject to warranty claims and tax claims. This result represents a remarkable turnaround in Trilogy's fortunes and demonstrates the benefit of active asset management by the Foresight Group investment management team.

The final tranche of deferred consideration was received from Channel Safety Systems Limited, totalling £13,367.

Following the year end the Company sold its investment in alwaysOn Group Limited, realising a further £2,032,608 for the Planned Exit Shares fund.

Material Provisions to a level below cost (including take-on cost) in the year

Slower than expected progress in the turnaround of Industrial Engineering Plastics has led to a further reduction in the holding value of the investment. This is the final investment held in the fund and we continue to work on securing a realisation which will maximise value for investors.

Portfolio Review: Infrastructure Shares Fund

As a consequence of the merger of the Company and Foresight 2 VCT in December 2015, at the beginning of 2016 the Infrastructure Shares Fund held controlling positions in four of its five qualifying investments. To avoid these investments becoming non-qualifying under VCT regulations, complete and partial disposals were successfully concluded within the twelve month grace period.

On 1 July 2016, the fund successfully completed the sale of FS Pentre Limited, the holding company of the Pentre solar farm project, for £4.0 million, which represented a premium of £0.4 million above book value. Pentre was sold to a Foresight Group managed investment vehicle for this attractive premium reflecting an independent third party valuation.

In December 2016, partial disposals of the three remaining qualifying holdings were made to a fund managed by Foresight Group at an independently verified valuation. This reduced the fund's shareholding to below the qualification threshold in the Drumglass High School PFI project in Northern Ireland, and two ground mounted solar projects, FS Tope and FS Hayford Farm.

Following the fifth anniversary of the last allotment of shares in the fund in July 2017 it is proposed to offer Shareholders the opportunity to realise their holdings.

The Board and Manager have given consideration to current investment opportunities and whether any sale proceeds should be reinvested. It was concluded that any sales proceeds should (subject to VCT implications for both the Company and Shareholders) be distributed to Shareholders. The rationale being that the asset type which can be held within the fund is of a nature suited to longer term investment. The Board and Manager believe that Shareholders individually are in the best position to decide on what form of future investment is most suited to their needs.

Portfolio Highlights

ABL Investments Limited ("ABL"), based in Wellingborough, Northants and with a manufacturing subsidiary in Serbia, manufactures and distributes office power supplies and distributes monitor arms, cable tidies and CPU holders to office equipment manufacturers and distributors across the UK. The company has continued to achieve strong growth and good profitability. Production facilities have largely been brought in house, enabling the Serbian operation to expand its production offering. ABL continues to improve its sales reach by expanding its dealer network and its range of products. The reduced valuation reflects the updated valuation methodology, which is now based on a multiple of the company's earnings. Held in the Ordinary Shares fund.

Aerospace Tooling Corporation ("ATL") provides repair, refurbishment and remanufacturing services for components in high-specification aerospace and turbine engines, serving the aerospace, military, marine and industrial markets. In September 2014 the company effected a recapitalisation and dividend distribution which returned the entire initial £1.5 million cost of this investment to the Ordinary Shares fund while retaining the original equity shareholding. Subsequently, ATL faced reduced orders from its two largest customers in 2015 and incurred significant EBITDA losses for its financial year to June 2016. This poor trading was reflected in the reduction in value during the year. In January 2016, a new experienced CEO was appointed, who has made solid progress, returning the company to positive EBITDA during the second half of calendar 2016. Held in the Ordinary Shares fund.

alwaysOn Group provides data backup services, connectivity and Microsoft's Skype for Business collaboration software to SMEs and larger enterprises. For the financial year to 30 June 2016, a small EBITDA loss was incurred on reduced sales of £5.5 million. Given the company's cash constraints, a decision was made to seek an exit rather than fund further losses. Despite challenging trading conditions the sale was completed in January 2017, with proceeds of £2.033 million going to the Planned Exit Fund. Held in the Ordinary Shares and Planned Exit Shares funds.

Aquasium Technology designs, manufactures and markets bespoke electron beam welding and vacuum furnace equipment and related services. The company has continued to perform well in its core markets, and there is good visibility over the pipeline for the current financial year. The company has continued the development of its disruptive reduced pressure vacuum electron beam welding technology, Ebflow. The sales cycle for this disruptive technology is protracted in nature, requiring further investment in marketing and business development activities. The investment in Aquasium has to date returned £3.8 million, representing a multiple of over 2.0x cost. Held in the Ordinary Shares fund.

Autologic Diagnostics Group produces software-based automotive diagnostic tools. In May 2015, a new business model was launched to generate recurring revenues and improve the quality of the company's earnings from a new product, Assist Plus, and associated Assist Plus service. This change in strategy towards a pure recurring revenue model resulted in certain exceptional costs being incurred, impacting EBITDA during 2015 and 2016. It is likely that profits will remain depressed until revenues from the new software focused model can be delivered, which is anticipated to occur later this year. Accordingly, the valuation of the company has been reduced significantly. Held in the Ordinary Shares fund.

Biofortuna is a molecular diagnostics business based in the North West which develops and sells its own proprietary freeze dried DNA tests as well as developing and manufacturing products on behalf of customers. A funding round was completed in August 2013, in which the Ordinary Shares fund invested £99,066 and a further £50,929 invested in April 2014. To finance the development of new products, a £1.6 million round was concluded in January 2015, of which £890,000 was committed by the Foresight VCTs. The Ordinary Shares fund invested £128,002 in the first tranche. The final tranche for this round, totaling £94,503, was drawn down in July 2016. For the year to 31 March 2016, trading was ahead of budget, with the profitable Contract Manufacturing division helping offset investment in the proprietary products being developed by the Molecular Diagnostics division. To finance continuing growth and product development, a further funding round is expected during 2017. Held in the Ordinary Shares fund.

Blackstar Amplification Holdings is the number two guitar amplifier brand by units sold in the UK and USA. The company currently has a presence in over 35 countries and its products are stocked in over 2,500 stores globally. During the year, the company has been strengthening its international distributor network, and continued to invest heavily into new product development, which, while impacting short term profitability, should result in improved trading performance towards the end of this fiscal year. The company's valuation has been reduced to reflect this short term impact. Held in the Ordinary Shares fund.

O-Gen UK is a leading developer of Advanced Conversion Technology waste to energy projects. In March 2015, O-Gen UK and Una Group combined their two teams into a new company, CoGen Limited to develop their pipeline of projects. In April 2016, the company bought 42.5% of the sub-debt and 21.25% of the equity in an existing plant in Avonmouth, redeveloping the site using technology provided by Nexterra, a medium size technology provider in which the company holds 50% of the shares, while retaining the 2 ROC accreditation. The Birmingham Bio Power plant, a 9MW waste wood gasification plant in which the company holds shares, reached take over in July 2016 and is now in the optimisation and testing period. Construction is substantially complete on the £53 million Welland project and cold commissioning is taking place. The building and civils works are also essentially complete at the £98 million Ince Park project enabling installation work to begin. CoGen is actively working on its pipeline of other projects and funding relationships, with active support from Foresight Group and the Bioenergy Infrastructure Group ("BIG") of which Foresight is a sponsor. Held in the Ordinary Shares fund.

Derby-based Datapath Group is a world leading innovator in the field of computer graphics and video-wall display technology utilised in a number of international markets. In November 2015, prior to the merger with Foresight 2 VCT, Datapath paid dividends of £6.3 million, split equally between Foresight 2 VCT, Foresight 3 VCT and Foresight 4 VCT, such that each fund has now received back 3x the original investment. The company is performing well across all product ranges, geographies and end markets, driven by the recently implemented product range refresh, and strengthening of the sales function following the recruitment of a new head of sales. Held in the Ordinary Shares fund.

FFX Group Limited is a Folkestone-based multi-channel distributor of power tools, hand tools, fixings and other building products. Since launching its e-commerce channel in 2011, FFX has grown rapidly supplying a wide range of tools to builders and tradesmen nationally. The company continues to benefit from the successful relocation to a larger warehouse in early 2016. Following the post-Brexit fall in sterling FFX anticipates passing price increases onto customers in line with the market. FFX's own brand range of fixings was launched in early 2017 and the team is optimistic about its potential. Held in the Ordinary Shares fund.

Flowrite Refrigeration Holdings provides refrigeration and air conditioning maintenance and related services nationally, principally to leisure and commercial businesses such as hotels, clubs, pubs and restaurants. In July 2015, the company completed another recapitalisation taking total cash returned on this investment to 85% of cost. Following the appointment of a new senior team, the company has reduced costs and is delivering operational improvements. Held in the Ordinary Shares fund.

Hospital Services Limited ("HSL"), based in Belfast and Dublin, distributes, installs and maintains high quality healthcare equipment as well as supplying related consumables. HSL has delivered organic growth through service revenues and accessory sales as well as capital sales. In July 2016, the company acquired Eurosurgical, a specialist in surgical equipment, instruments and devices. Held in the Ordinary Shares fund.

ICA Group is a document management solutions provider in the South East of England, reselling and maintaining office printing equipment to customers in the commercial and public sectors. Trading in the year to 31 January 2016 was in line with expectations and reflected continuing investment in developing the sales team. A new chairman, well-known to Foresight Group and with a strong sales and marketing background, joined the board in November 2016. Held in the Ordinary Shares fund.

Industrial Efficiency II provides energy efficiency fuel switching services, enabling customers to make significant cost savings and reduce emissions and the company receives a percentage of these savings. Following the successful completion of all sites, energy savings are broadly in-line with expectations at the time of investment, and the company is now generating revenues in line with forecasts. Held in the Ordinary Shares fund.

Industrial Engineering Plastics ("IEP") is a long established plastics distributor and fabricator supplying a wide range of industries nationally, principally supplying ventilation and pipe fittings, plastic welding rods, hygienic wall cladding, plastic tanks and sheets. Following increased competition in its plastics distribution and industrial fabrication markets, performance deteriorated during 2014 and a new Chairman and experienced turnaround CEO were appointed. Performance subsequently improved due to an increased focus on higher margin fabrication work. IEP continues to operate in a market where distribution sales remain under pressure due to significant competition, limited differentiation and low margin products. Reflecting this, the valuation has been reduced by £831,658, while Foresight Group continues to work with management to explore options for the business. Following the sale of alwaysOn in January 2017, the company is the final investment held in the Planned Exit Shares fund. Held in the Planned Exit Shares fund.

Itad Limited is a long established consulting firm which monitors and evaluates the impact of international development and aid programmes, largely in developing countries. Customers include the UK Government's Department for International Development, other European governments, philanthropic foundations, charities and international NGOs. The company continues to make strong progress, is trading ahead of budget, and has good visibility over future revenues due to the long term nature of some projects. The company has benefited from exchange rate changes following the Brexit vote and the team has carefully managed overhead increases. Held in the Ordinary Shares fund.

Ixaris Systems has developed EntroPay, a web-based global prepaid payment service using the VISA network. Ixaris also offers its Systems product to enable enterprises to develop their own customised global payment applications. The company has seen strong progress in both business areas, with the Systems division growing rapidly in the year and the Entropay business continuing to generate high levels of EBITDA. Held in the Ordinary Shares fund.

Positive Response Communications monitors the safety of people and property through its 24 hour monitoring centre. Customers include several major restaurant and retail chains. Following disappointing performance, a new CEO with a background in the security industry was appointed in January 2017, alongside a new FD. A review of the cost base of the business has been undertaken, with actions taken to bring the company back to positive EBITDA. Held in the Ordinary Shares fund.

Procam Television Holdings, headquartered in London with operations in Manchester and Scotland, is one of the UK's leading broadcast hire companies, supplying equipment and crews to broadcasters and production companies including BskyB, the BBC and ITV. Procam has acquired True Lens Services (2014), HotCam New York (2015) and the trading assets of the film division of Take 2 Films (2016). Revenues and profits have grown strongly following the introduction of new camera formats, acquisitions in both the UK and USA and increased sales and marketing efforts. The London headquarters have been successfully moved to a larger facility to support the ongoing growth of the business. Held in the Ordinary Shares fund.

Protean Software develops and sells business management and field service management software, together with related support and maintenance services across sectors including elevator installation, facilities management and heating, ventilation and air conditioning ("HVAC"). Protean continues to trade well, and will be launching its SaaS product during 2017. As the business sells more licences on a subscription basis, revenues, cash and operating profit will decrease in the near term but this should materially benefit medium-long term performance and shareholder value. Held in the Ordinary Shares fund.

In November 2016, the Company completed a £4 million growth capital investment in Simulity Labs, a specialist technology business, powering the future of connected devices and the Internet of Things (IOT) through its embedded communications software for SIM, eSIM and next generation connected products. The company has seen rapid growth, with revenues increasing eight fold in the past four years. The Company's investment will support Simulity's expansion into new markets which are complementary to its existing mobile network operator customers. Held in the Ordinary Shares fund.

Specac International, based in Kent, is a long established, leading scientific instrumentation accessories business, manufacturing sample analysis and preparation equipment used in testing, research and quality control laboratories. The company's products are primarily focused on supporting IR Spectroscopy, an important analytical technique widely used in research and commercial/ industrial laboratories. Trading in the year to 31 March 2016 exceeded expectations with profit growth ahead of forecast, reflecting the increased focus on sales and costs, with this positive momentum continuing in the current year. Held in the Ordinary Shares fund.

Trading at TFC Europe, a leading distributor of technical fasteners in the UK and Germany, suffered in the year to 31 March 2016 due to a general downturn in the UK manufacturing sector, most particularly the oil and gas industry. In the current financial year, however, the company is trading ahead of budget and prior year. A new, experienced Chairman joined in January 2016 and key initiatives have included strengthening the sales team, development of new product ranges and supplier price renegotiations. Improvements to a number of the company's facilities are planned for Q1 2017 including larger, better located premises and the opening of a new branch in the South East to service existing customers and target new clients. Held in the Ordinary Shares fund.

The Bunker Secure Hosting, which operates two ultra-secure data centres, continues to deliver solid performance and the pipeline remains healthy for both new and existing clients. The Bunker commenced its core network upgrade project in the period which involved a major capex programme to be able to support customers with more resilient control systems within the data centres. The projects are now largely complete with minimal issues encountered. Held in the Ordinary Shares fund.

The Business Advisory Limited provides advice and support services to UK-based small businesses seeking to gain access to Government incentives, such as R&D tax credits. The company enjoys a high level of recurring income and good visibility on future revenues. The company has made good progress in improving its internal processes and the indicators are positive for the current year. Held in the Ordinary Shares fund.

Thermotech Solutions is a facilities management provider that designs, installs and services air conditioning and fire sprinkler systems for retail, commercial and residential properties. Since investment, good progress has been made in diversifying and rebalancing the spread of revenues, with greater emphasis placed on service and maintenance. In July 2016, Thermotech acquired Oakwood, a well-respected local competitor which continues to perform well. The combined group benefits from greater scale, a national footprint and a reduction in customer concentration. Held in the Ordinary Shares fund.

Russell Healey

Head of Private Equity
Foresight Group
24 April 2017

Strategic Report

Introduction
This Strategic Report, on pages 20 to 26 of the Annual Report and Accounts, has been prepared in accordance with the requirements of Section 414 of the Companies Act 2006 and best practice. Its purpose is to inform the members of the Company and help them to assess how the Directors have performed their duty to promote the success of the Company, in accordance with Section 172 of the Companies Act 2006.

Foresight VCT plc Ordinary Shares Fund
Foresight VCT plc originally raised £10.9 million through an Ordinary Share issue in the 1997/98 tax year. At 31 December 2016, this fund had investments and assets totalling £107.2 million, of which a significant portion was held in cash and was available to make new investments. The number of Ordinary Shares in issue at 31 December 2016 was 127,985,288.

Foresight VCT plc Planned Exit Shares fund
In the 2009/10 tax year, £12 million was raised through a linked offer for the Planned Exit Shares fund, the proceeds of which were divided equally between Foresight VCT plc and Foresight 2 VCT plc. These Funds comprised separate share classes within Foresight VCT plc and Foresight 2 VCT plc with their own investments and income streams, and were combined following the merger in December 2015.

The number of Planned Exit shares in the Company in issue at 31 December 2016 was 11,404,314.

Foresight VCT plc Infrastructure Shares fund
In the 2011/2012 tax year, £33 million was raised through a linked offer for the Infrastructure Shares fund, the proceeds of which were divided equally between Foresight VCT plc and Foresight 2 VCT plc. These Funds comprised separate share classes within Foresight VCT plc and Foresight 2 VCT plc with their own investments and income streams, and were combined following the merger in December 2015.

The number of Infrastructure Shares in the Company in issue at 31 December 2016 was 32,495,246.

Summary of the Investment Policy
The Company will target investments in UK unquoted companies which it believes will achieve the objective of producing attractive returns for Shareholders.

Investment Objectives
Ordinary Shares fund

The investment objective of the Ordinary Shares fund is to provide private investors with attractive returns from a portfolio of investments in fast-growing unquoted companies in the United Kingdom.

Planned Exit Shares fund

The investment objective of the Planned Exit Shares fund is to combine greater security of capital than is normal within a VCT with the enhancement of investor returns through the VCT tax benefits - income tax relief of 30% of the amount invested, and tax-free distribution of income and capital gains. The key objective of the Planned Exit Shares fund is to distribute 110p per share through a combination of tax-free income, buy-backs and tender offers before the sixth anniversary of the closing date of the original offer.

Infrastructure Shares fund

The investment objective of the Infrastructure Shares fund is to invest in companies which own and operate essential assets and services which enjoy long-term contracts with strong counterparties or through government concessions. To ensure VCT qualification, the Manager will focus on companies where the provision of services is the primary activity and which generate long-term contractual revenues, thereby facilitating the payment of regular and predictable dividends to investors.

Performance and Key Performance Indicators (KPIs)
The Board expects the Manager to deliver a performance which meets the objectives of the three classes of shares. The KPIs covering these objectives are growth in net asset value per share and dividend payments, which, when combined, give net asset value total return. An additional key performance indicator reviewed by the Board includes the total expenses as a proportion of shareholders' funds.

A record of some of these indicators is contained on the following page. The ongoing charges ratio for the period for the Company as a whole was 2.0% of net assets. Share buy-backs have been completed at discounts ranging from 10.1% to 11.5% for Ordinary Shares, 7.7% to 9.1% for Planned Exit Shares and 0.7% for Infrastructure Shares.

A review of the Company's performance during the financial period, the position of the Company at the period end and the outlook for the coming year is contained within the Manager's Report. The Board assesses the performance of the Manager in meeting the Company's objective against the primary KPIs highlighted above.

Clearly, in the Ordinary Share fund, investments in unquoted companies at an early stage of their development may disappoint. Investing the funds raised in companies with high growth characteristics, however, with the potential to become strong performers within their respective fields creates an opportunity for enhanced returns to Shareholders.

                                                                                                31 December 2016                                                 31 December 2015

Strategies for achieving objectives
Investment Policy
The Company will target UK unquoted companies which it believes will achieve the objective of producing attractive returns for Shareholders.

Investment securities
The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stock, convertible securities, fixed-interest securities and cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks, while AiM investments are primarily held in ordinary shares. Pending investment in unquoted and AiM listed securities, cash is primarily held in interest bearing accounts as well as in a range of permitted liquidity investments.

UK companies
Investments are primarily made in companies which are substantially based in the UK, although many will trade overseas. The companies in which investments are made must satisfy a number of tests set out in Part 6 of the Income Tax Act 2007 to be classed as VCT qualifying holdings.

Asset mix
The Company aims to be significantly invested in growth businesses, subject always to the quality of investment opportunities and the timing of realisations. Any uninvested funds are held in cash and a range of permitted liquidity investments. It is intended that the significant majority (no less than 70%) of any funds raised by the Company will ultimately be invested in VCT qualifying investments.

Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within different industry sectors at different stages of development, using a mixture of securities. The maximum amount invested in any one company including any guarantees to banks or third parties providing loans or other investment to such a company, is limited to 15% of the Company's investments by VCT value at the time of investment.

Investment style
Investments are selected in the expectation that value will be enhanced by the application of private equity disciplines, including an active management style for unquoted companies through the placement of an investor director on investee company boards.

Borrowing powers
The Company has a borrowing limit of an amount not exceeding an amount equal to the adjusted capital and reserves (being the aggregate of the amount paid up on the issued share capital of the Company and the amount standing to the credit of its reserves). Whilst the Company does not currently borrow, its policy allows it to do so.

Co-investment
The Company invests alongside other funds managed or advised by the Manager and Foresight Group. Where more than one fund is able to participate in an investment opportunity, allocations will generally be made in proportion to the net cash raised for each such fund, other than where a fund has a pre-existing investment where the incumbent fund will have priority. Implementation of this policy will be subject to the availability of monies to make the investment and other portfolio considerations, such as the portfolio diversity and the need to maintain VCT status.

VCT regulation
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue & Customs. Amongst other conditions, the Company may not invest more than 15% of its total investments at the time of making any investment in a single company and must have at least 70% by value of its investments throughout the period in shares or securities in qualifying holdings, of which 70% by value in aggregate must be in ordinary shares which carry no preferential rights (although only 10% of any individual investment needs to be in the ordinary shares of that Company).

Management

The Board has engaged Foresight Group CI Limited as manager. Foresight Fund Managers Limited also provides or procures the provision of company secretarial, administration and custodian services to the Company. The Manager prefers to take a lead role in the companies in which it invests. Larger investments may be syndicated with other investing institutions, or strategic partners with similar investment criteria. In considering a prospective investment in a company, particular regard will be paid to:

Ordinary Shares fund

• Evidence of high-margin products or services capable of addressing fast-growing markets;
• The company's ability to sustain a competitive advantage;
• The strength of the management team;
• The existence of proprietary technology;
• The company's prospects of being sold or achieving a flotation within three to five years.

Planned Exit Shares fund
·  Security of income and capital;
·  Asset backing;
·  The company's ability to provide an attractive yield for the fund;
·  The prospects of achieving an exit within five years;
·  The strength of the management team.

Infrastructure Shares fund
·  Long-term contracts with Governmental or strong counter-parties;
·  Protection from competition;
·  Inflation-linked revenues over 10-50 year contract durations.

Environmental, Human Rights, Employee, Social and Community Issues
The Board recognises the requirement under Section 414 of the Act to provide information about environmental matters (including the impact of the Company's business on the environment), employee, human rights, social and community issues; including information about any policies it has in relation to these matters and effectiveness of these policies. As the Company has no employees or policies in these matters this requirement does not apply.

Gender diversity
The Board currently comprises four male Directors. The Board is, however, conscious of the need for diversity and will consider both male and female candidates when appointing new Directors.

The Manager has an equal opportunities policy and currently employs 86 men and 59 women.

Dividend policy
A proportion of realised gains will normally be retained for reinvestment and to meet future costs. Subject to this, the Company will endeavour to maintain a flow of dividend payments of the order of 5p per share across all share classes, although a greater or lesser sum may be paid in any year. It is the intention to maximise the Company's tax-free income for investors from a combination of dividends and interest received on investments and the distribution of capital gains arising from trade sales or flotations.

Purchase of own shares

It is the Company's policy, subject to adequate cash availability, to consider repurchasing shares when they become available in order to help provide liquidity to the market in the Company's shares.

Principal risks, risk management and regulatory environment
The Board carries out regular reviews of the risk environment in which the Company operates. The principal risks and uncertainties identified by the Board which might affect the Company's business model and future performance, and the steps taken with a view to their mitigation, are as follows:

Economic risk: events such as economic recession or general fluctuation in stock markets and interest rates may affect the valuation of investee companies and their ability to access adequate financial resources, as well as affecting the Company's own share price and discount to net asset value. Mitigation: The Company invests in a diversified portfolio of investments spanning various industry sectors and maintains sufficient cash reserves to be able to provide additional funding to investee companies where appropriate and to repurchase its own shares.

VCT qualifying status risk: the Company is required at all times to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status. The loss of such approval could lead to the Company losing its exemption from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the Company and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment. Mitigation: Legal advice is taken for each deal to ensure all investments are qualifying. Advance assurance, where appropriate, is sought from HMRC ahead of completion. The Manager keeps the Company's VCT qualifying status under continual review, seeking to take appropriate action to maintain it where required, and its reports are reviewed by the Board on a quarterly basis. The Board has also retained Shakespeare Martineau LLP to undertake an independent VCT status monitoring role.

Investment and liquidity risk: many of the Company's investments are in small and medium-sized unquoted companies which are VCT qualifying holdings, and which by their nature entail a higher level of risk and lower liquidity than investments in larger quoted companies. Mitigation: the Manager aims to limit the risk attaching to the portfolio as a whole by careful selection, close monitoring and timely realisation of investments, by carrying out rigorous due diligence procedures and maintaining a spread of holdings in terms of industry sector. The Board reviews the investment portfolio with the Manager on a regular basis.

Legislative and regulatory risk: in order to maintain its approval as a VCT, the Company is required to comply with current VCT legislation in the UK, which reflects the European Commission's State aid rules. Changes to the UK legislation or the State aid rules in the future could have an adverse effect on the Company's ability to achieve satisfactory investment returns whilst retaining its VCT approval. Mitigation: The Board and the Manager monitor political developments and where appropriate seek to make representations either directly or through relevant trade bodies.

Internal control risk: the Company's assets could be at risk in the absence of an appropriate internal control regime. This could lead to theft, fraud, and/or an inability to provide accurate reporting and monitoring. Mitigation: the Board carries out regular reviews of the system of internal controls, both financial and non-financial, operated by the Company and the Manager. These include controls designed to ensure that the Company's assets are safeguarded and that proper accounting records are maintained.

Financial risk: inappropriate accounting policies might lead to misreporting or breaches of regulations. Mitigation: the Manager is continually reviewing accounting policies and regulations, and its reports are reviewed by the Board on a quarterly basis and at least annually by the auditor.

Market risk: All investments are impacted by market risk. Investments quoted on the London Stock Exchange or AIM will potentially be subject to more immediate market fluctuations and volatility upwards and downwards. External factors such as terrorist activity can negatively impact stock markets worldwide. In times of adverse sentiment there can be very little, if any, market demand for shares in smaller companies quoted on AIM. Mitigation: The Board keeps the portfolio under regular review.

Credit risk: the Company holds a number of financial instruments and cash deposits and is dependent on the counterparties discharging their commitment. Mitigation: the directors and Manager review the creditworthiness of the counterparties to these instruments and cash deposits and seek to ensure there is no undue concentration of credit risk with any one party.

Viability Statement
In accordance with principle 21 of the AIC Code of Corporate Governance published by the AIC in February 2015, the Directors have assessed the prospects of the Company over the three year period to 31 December 2019. This three year period is used by the Board during the strategic planning process and is considered reasonable for a business of its nature and size.

In making this statement, the Board carried out an assessment of the principal risks facing the Company, including those that might threaten its business model, future performance, solvency, or liquidity.

The Board also considered the ability of the Company to raise finance and deploy capital. This assessment took account of the availability and likely effectiveness of the mitigating actions that could be taken to avoid or reduce the impact of the underlying risks, including the Manager adapting its investment process to take account of the more restrictive VCT investment rules.

This review has considered the principal risks which were identified by the Board. The Board concentrated its efforts on the major factors that affect the economic, regulatory and political environment.

The Directors have also considered the Company's income and expenditure projections and underlying assumptions for the next three years and found these to be realistic and sensible.

Based on the Company's processes for monitoring cash flow, share price discount, ongoing review of the investment objective and policy, asset allocation, sector weightings and portfolio risk profile, the Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three years to 31 December 2019.

Performance-related incentives

Shareholders approved a co-investment scheme and performance incentive arrangements at a General Meeting held on 8 March 2017, effective from 31 March 2017. Details can be found in note 15 of the Annual Report and Accounts. There were no such arrangements in place during 2016.

Valuation Policy

Investments held by the Company have been valued in accordance with the International Private Equity and Venture Capital Valuation ("IPEVCV") guidelines (December 2015) developed by the British Venture Capital Association and other organisations. Through these guidelines, investments are valued as defined at 'fair value'. Ordinarily, unquoted investments will be valued at cost for a limited period following the date of acquisition, being the most suitable approximation of fair value unless there is an impairment or significant accretion in value during the period. Quoted investments and investments traded on AiM and ISDX Growth Market (formerly PLUS) are valued at the bid price as at 31 December 2016. The portfolio valuations are prepared by Foresight Group, reviewed and approved by the Board quarterly and subject to annual review by the auditors.

VCT Tax Benefit for Shareholders

To obtain VCT tax reliefs on subscriptions up to £200,000 per annum, a VCT investor must be a 'qualifying' individual over the age of 18 with UK taxable income. The tax reliefs for subscriptions since 6 April 2006 are:
·   Income tax relief of 30% on subscription for new shares, which is forfeit by Shareholders if the shares are not held for more than five years;
·   VCT dividends (including capital distributions of realised gains on investments) are not subject to income tax in the hands of qualifying holders;
·   Capital gains on disposal of VCT shares are tax-free, whenever the disposal occurs.

Venture Capital Trust Status

Foresight VCT plc has been granted approval as a Venture Capital Trust (VCT) under S274-S280A of the Income Tax Act 2007 for the year ended 31 December 2015. The next complete review will be carried out for the year ended 31 December 2016. It is intended that the business of the Company be carried on so as to maintain its VCT status.

The Directors and the Manager have managed, and continue to manage, the business in order to comply with the legislation applicable to VCTs. The Board has appointed Shakespeare Martineau LLP to monitor and provide continuing advice in respect of the Company's compliance with applicable VCT legislation and regulation. As at 31 December 2016 the Company had 75.4% (by VCT valuation) of its funds in such VCT qualifying holdings.

Future Strategy

The Board and the Manager believe that the strategy of focusing on growth private equity investments is currently in the best interests of Ordinary Shareholders and the historical information reproduced in this report is evidence of positive recent performance in this area. It is intended that the Planned Exit and Infrastructure Shares funds will be closed and funds returned to Shareholders in the medium term.

The Company's performance relative to its peer group and benchmarks will depend on the Manager's ability to allocate the Company's assets effectively, make successful investments and manage its liquidity appropriately.

John Gregory

Director

24 April 2017

Statement of Directors' Responsibilities

Statement of Directors' Responsibilities in respect of the Annual Report and Financial Statements

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice) including FRS 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland.

Under company law the directors must not approve the financial statements unless they are satisfied they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing the Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website (which is delegated to Foresight Group and incorporated into their website). Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Directors' in respect of the Annual Financial Report

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
• the Directors' Report and Strategic Report include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces.

We consider the annual report and accounts, taken as a whole, are fair, balanced, and understandable and provide the necessary information for Shareholders to assess the Company's position and performance, business model and strategy.

On behalf of the Board

John Gregory

Chairman

24 April 2017

Unaudited Non-Statutory Analysis of the Share Classes

Income Statements
for the year ended 31 December 2016

Balance Sheets
at 31 December 2016

At 31 December 2016 there was an inter-share debtor/creditor of £52,000 which has been eliminated on aggregation.

Reconciliations of Movements in Shareholders' Funds
for the year ended 31 December 2016

*Expenses in relation to share issues include adviser fees (£820,000) and promoters fees (£755,000) for the 2016 fund raise and trail commission in relation to prior year fund raises (£49,000).

Audited Income Statement
for the year ended 31 December 2016

The total column of this statement is the profit and loss account of the Company and the revenue and capital columns represent supplementary information.

All revenue and capital items in the above Income Statement are derived from continuing operations. No operations were acquired or discontinued in the year.

The Company has no recognised gains or losses other than those shown above, therefore no separate statement of total recognised gains and losses has been presented.

Audited Balance Sheet
at 31 December 2016

The financial statements on pages 45 to 67 of the Annual Report and Accounts were approved by the Board of Directors and authorised for issue on 24 April 2017 and were signed on its behalf by:

John Gregory
Director

Audited Cash Flow Statement
for the year ended 31 December 2016

 Analysis of changes in net debt

Notes

The net asset value per share is based on net assets at the end of the period and on the number of shares in issue at that date.

5.    Return per share

Notes:
a) Total return per share is total return after taxation divided by the weighted average number of shares in issue during the year.
b) Revenue return per share is revenue return after taxation divided by the weighted average number of shares in issue during the year.
c) Capital return per share is capital return after taxation divided by the weighted average number of shares in issue during the year.

6.    Annual General Meeting

The Annual General Meeting will be held at 10.00am on 23 May 2017 at the offices of Foresight Group LLP, The Shard, 32 London Bridge Street, London, SE1 9SG.

7.    Income

8.    Investments

*Deferred consideration of £51,000 was received by the Ordinary Shares fund in the year and is included within realised losses in the income statement. This was offset by a decrease in the deferred consideration debtor of £50,000.

** Deferred consideration of £364,000 was recognised in the year and is included in investment holding gains in the income statement.

* Deferred consideration of £13,000 was received by the Planned Exit Shares fund in the year and is included within realised losses in the income statement.

** A deferred consideration debtor of £249,000 was recognised in the year and is included in investment holding gains in the income statement.

9.    Related party transactions

No Director has an interest in any contract to which the Company is a party.

10.    Transactions with the manager

Foresight Group CI Limited, which acts as manager to the Company in respect of all its investments, earned fees of £2,135,000 during the year (2015: £1,227,000). Foresight Fund Managers Limited, Company Secretary, received fees excluding VAT of £110,000 (2015: £100,000) during the year.

At the balance sheet date, there was £17,000 (2015: £nil) due to Foresight Group CI Limited and £nil (2015: £nil) due to Foresight Fund Managers Limited. No amounts have been written off in the year in respect of debts due to or from the related parties.

END