Terms and Conditions
Please read this important information before accessing the website.
These Terms and Conditions were last revised in July 2011.
About Us
The information contained on these website pages (this “Site”) is communicated and issued by Foresight Group LLP and Foresight Group CI Limited (details below) in accordance with the following terms and conditions. By accessing any part of this Site, you will be deemed to have accepted these Terms and Conditions in full. If you do not accept these Terms and Conditions please do not continue to access this Site.
Foresight Group Limited
Foresight Group LLP is authorised and regulated by the Financial Services Authority (“FSA”). FSA firm reference number 198020. The website of the FSA can be accessed at www.fsa.gov.uk.
Foresight Group LLP is a limited liability partnership incorporated in England and Wales (registered number 0C300878). Its registered office is at ECA Court, South Park, Sevenoaks, Kent TN13 1DU.
Foresight Group CI Limited
Foresight Group CI Limited is authorised by the Guernsey Financial Services Commission (registered number 2006518) to undertake controlled investment business as defined in The Protection of Investors (Bailiwick of Guernsey) Law 1987.
Foresight Group CI Limited is a private company registered in Guernsey (registered number 51471). Its registered office is La Plaiderie House, La Plaiderie, St Peter Port, Guernsey GY1 4HE.
Save as mentioned below, references to “Foresight”, “Foresight Group”, “The Manager”, “we” and “our” are to Foresight Group LLP and/or Foresight Group CI Limited as the context dictates.
Intended Audience and Purpose of Information
The information contained within this Site does not constitute an offer to invest or an invitation to apply for securities:
* In any jurisdiction where such offer or invitation is unlawful; or
* In which the person making such offer or invitation is not qualified to do so; or
* To whom it is unlawful to make such offer or invitation.
The information has been issued and approved by Foresight Group LLP and Foresight Group CI Limited and does not in any way constitute investment, tax, legal or other advice. Investors should not rely on any information or opinions contained in this Site in making an investment or other decision but should obtain appropriate and specific professional advice. Nothing contained on this Site constitutes or should be construed to constitute investment, legal, tax or other advice. The information contained on this Site shall in no way be construed to constitute a recommendation with respect to the purchase or sale of any investment.
The website is provided for the main purpose of providing generic information on Foresight Group LLP and Foresight Group CI Limited and on the products and funds we currently manage. Persons accessing specific information about the funds and investment products referred to on this website are strongly advised to refer to the relevant terms and conditions of access, including any relevant risk warnings and disclaimers, and in the event that they do not accept them, should not proceed to access the material to which they are applicable.
Certain products or investment services managed by Foresight are not generally considered suitable for private investors. Therefore, certain areas of the website are password protected [Louise - is this correct?], or require additional confirmation that you are an appropriately experienced or qualified investor. This website also contains links that lead to other websites. These links are provided solely for your convenience and do not constitute any endorsement, sponsorship or approval of the materials appearing in such sites.
You should note that investment in any of the Foresight Funds or Foresight Products should ONLY be made on the basis of reading any applicable Documentation (including any Brochure, Fund Prospectus, Offer Documents and Disclosure Documentation) or Terms and Conditions of Investment as appropriate.
Risk Factors
The following list of risk factors is provided as an indication of the variety of risks which exist with investment in the funds and products featured on this website (“Foresight Funds”, “Foresight Products”). Not all risks as stated will necessarily apply to each of the Foresight Funds or Foresight Products. Investors’ attention is nevertheless drawn to these risks as investments in the Foresight Funds or Foresight Products may not be suitable for all investors.
Risks Applicable to All Foresight Funds and Products
* The value of shares/investments and the income from them can go down as well as up. An investor may not get back the amount originally invested.
* Past performance is not a guide to future performance.
* Changes in exchange rates may cause the value of investments to go up or down.
* Investments in derivative Instruments, including futures, options or contracts for differences, carries a high risk of loss, the markets in these investments being highly volatile
* Investing in smaller companies, including AIM companies, can carry greater risks than those usually associated with large capitalisation companies.
* If you exercise any cancellation rights you may have, you may not get back the full amount of your investment.
* Where income is insufficient to pay charges the residual is taken from capital which will reduce the rate of capital growth.
* Tax assumptions are subject to statutory change and the value of tax reliefs will depend upon individual circumstances.
Risks Applicable to Venture Capital Funds (VCTs)
Existing and prospective investors should consider carefully the following VCT-specific risk factors. If any of the risks described below were to occur, it could have a material effect on a VCT's business, financial condition or results of operations. The risks and uncertainties described below are not the only ones that VCT and investors may face. Additional risks not currently known to the Foresight, or that the Foresight currently believes are not material, may also adversely affect its business, financial condition and results of operations and those of the VCTs it manages or operates. The value of shares in Foresight Funds could decline due to any of these risk factors, and investors could lose part or all of their investment.
Prospective investors should be aware that the value of shares and the income from them can fluctuate and that they may not get back the amount they invested. In addition, there is no certainty that the market price of a VCT’s shares will fully reflect the underlying net asset value of the VCT in question, that shareholders will be able to realise their shareholding, or that dividends will be paid. Investment in a VCT should be seen as a long term investment. Investors who are in doubt should consult their independent financial adviser. The attention of prospective investors is drawn to the following risks:
• The past performance of funds managed by Foresight is not necessarily an indication of the future performance of such funds.
• Although VCT shares are admitted to the Official List and traded on the London Stock Exchange's market for listed securities, it is possible that there will not be a liquid market as there is a limited secondary market for VCT shares and investors may find it difficult to realise their investment. In addition, the market value of a share may not fully reflect the underlying net asset value of such share.
• Whilst it is the intention of the directors of each Foresight VCT that they will be managed so as to continue to qualify as venture capital trusts, there can be no guarantee that such status will be maintained. A failure to meet the qualifying requirements could result in a VCT losing its status as a venture capital trust, resulting in adverse tax consequences for investors, including a requirement to repay the income tax relief obtained on subscription and could cause a VCT to lose its exemption from corporation tax.
• The information, including tax rules, contained in this publication is based on existing legislation. The tax rules or their interpretation in relation to an investment in a VCT and/or the rates of tax, or other statutory provisions to which a VCT is subject, may change during the life of a VCT and such changes could be retrospective.
• If an investor who subscribes for shares in a VCT disposes of those shares within five years from subscription, the investor will be subject to clawback by HM Revenue & Customs of any income tax relief obtained on subscription.
• Although a VCT may receive conventional venture capital rights in connection with some of their investments, as minority investors it may not be in a position fully to protect its interests.
• Realisation of investments in unquoted companies can be difficult and may take considerable time. There may also be constraints imposed on the realisation of investments in order to maintain the venture capital trust status of which may restrict a VCT's ability to obtain maximum value from its investments.
• To be qualifying holdings, VCT funds raised after 5 April 2006 must invest in smaller companies with gross assets of not more than £7 million prior to the investment and £8 million post investment. In addition, to be qualifying holdings, VCT funds raised after 5 April 2007 must invest in companies which have no more than 50 full time (equivalent) employees and do not obtain more than £2 million of investment from VCTs, companies under the corporate venturing scheme and individuals claiming relief under the Enterprise Incentive Scheme in any rolling 12 month period. These limits are due to increase in April 2012, subject to State aid approval.
• Investment in unquoted companies, AIM-traded and PLUS Markets companies, by its nature involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. In particular, markets for such companies and smaller companies generally may not be regulated and are often less liquid and there may be difficulties in valuing and disposing of investments in such companies. Disposing of such companies and smaller companies generally through trade sales may be difficult and may not produce hoped for returns and investors could get back less than they invested.
• In addition, such companies and smaller companies generally may have limited product lines, markets or financial resources and may be more dependent on their management or key individuals than larger companies.
• Where more than one of the funds managed or advised by Foresight wishes to participate in an investment opportunity, allocations will generally be made in proportion to the net cash raised for each fund, other than where investments are proposed to be made in a company where a fund has a pre-existing investment where the incumbent investor 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 sector exposure and the requirement to achieve or maintain a minimum of 70% of a particular VCT's portfolio in VCT qualifying companies. This may mean that a company may receive a greater or lesser allocation than would otherwise be the case under the normal co-investment policy.
• There can be no guarantee that sufficient suitable investment opportunities will be identified in order to meet the investment objectives of a VCT or venture capital trust requirements.
• In general, investment in technology companies can carry a greater degree of risk than investing in non-technology companies. In particular: the technology may not be able to be developed within the timescale required by the market, at an acceptable cost, or at all and alternative or competing technologies may emerge before full commercial exploitation of the products or services of such companies has taken place.
Risks Applicable to the Enterprise Investment Scheme (EIS)
Existing and prospective investors should consider carefully the following risk factors. If any of the risks described below were to occur, it could have a material effect on a the business, financial condition or results of operations of an EIS qualifying company of the type in which Foresight EIS funds will invest. The risks and uncertainties described below are not the only ones EIS companies and investors will face. Additional risks not currently known to Foresight, or that Foresight currently believes are not material, may also adversely affect the business, financial condition and results of operations of investee companies. The value of its shares could decline due to any of these risk factors, and investors could lose part or all of their investment.
Prospective investors should be aware that the value of shares in EIS companies and the income from them can fluctuate and that they may not get back the amount they invested. In addition, there is no market, nor is there intended to be a market for the sale of investors shares in EIS companies and as such, an investment will not be readily realisable. There is no guarantee that dividends will be paid and where they are these will be subject to income tax. Investment in EIS companies should be seen as a long term investment. Investors who are in doubt should consult their independent financial adviser. The attention of prospective investors is drawn to the following risks:
• The past performance of funds managed by Foresight is not necessarily an indication of the future performance.
• There will not be a liquid market for shares in EIS companies as they will not be listed on any stock exchange and investors may find it difficult to realise their investment.
• Whilst it is Foresight’s intention that the companies in which its EIS funds invest will be managed so as to continue to qualify for the EIS, there can be no guarantee that such status will be maintained. A failure to meet the qualifying requirements could result in an investee company losing its EIS qualifying status, resulting in adverse tax consequences for Investors, including a requirement to repay the income tax relief obtained on subscription.
• The information, including tax rules, contained in this publication is based on existing legislation. The tax rules or their interpretation in relation to an investment in an EIS fund and/or the rates of tax, or other statutory provisions to which EIS funds and their investee companies are subject, may change during the life of a fund and such changes could be retrospective.
• If an Investor who subscribes for shares in an EIS company disposes of those shares within three years from subscription, the Investor will be subject to clawback by HM Revenue & Customs of any income tax relief obtained on subscription.
• Realisation of investments in unquoted companies can be difficult and may take considerable time. There may also be constraints imposed on the realisation of investments in order to maintain the EIS qualifying status of an investee company which may restrict Foresight’s ability to obtain maximum value from its investments.
• Investee companies must have gross assets of not more than £7 million prior to the investment and £8 million post investment and have no more than 50 full time (equivalent) employees and do not obtain more than £2 million of investment from VCTs, companies under the corporate venturing scheme and other individuals claiming relief under the EIS in any rolling 12 month period. These limits are due to increase in April 2012, subject to State aid approval.
• Investment in unquoted companies, AIM-traded and PLUS Markets companies, by its nature involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. In particular, markets for such companies and smaller companies generally may not be regulated and are often less liquid and there may be difficulties in valuing and disposing of investments in such companies. Disposing of such companies and smaller companies generally through trade sales may be difficult and may not produce hoped for returns and investors could get back less than they invested.
• In addition, such companies and smaller companies generally may have limited product lines, markets or financial resources and may be more dependent on their management or key individuals than larger companies.
• Where more than one of the funds managed or advised by Foresight wishes to participate in an investment opportunity, allocations will generally be made in proportion to the net cash raised for each fund, other than where investments are proposed to be made in a company where a fund has a pre-existing investment where the incumbent investor 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 sector exposure and the requirement to achieve comply with the EIS rules, for instance the maximum investment by EIS investors, VCTs and corporate venturing schemes in any single company. This may mean that a company may receive a greater or lesser allocation than would otherwise be the case under the normal co-investment policy.
• There can be no guarantee that sufficient suitable investment opportunities will be identified in order to meet the investment objectives of a particular EIS fund or the requirements of the EIS rules.
In general, investment in technology companies can carry a greater degree of risk than investing in non-technology companies. In particular: the technology may not be able to be developed within the timescale required by the market, at an acceptable cost, or at all and alternative or competing technologies may emerge before full commercial exploitation of the products or services of such companies has taken place.
Risks Applicable to Protected Cell Companies (PCCs)
Existing and prospective investors should consider carefully the following risk factors. If any of the risks described below were to occur, it could have a material effect on the business, financial condition or results of operations of a protected cell company. The risks and uncertainties described below are not the only ones PCCs and investors will face. Additional risks not currently known to Foresight, or that Foresight currently believes are not material, may also adversely affect the business, financial condition and results of operations of PCCs or their investee companies. The value of shares in a PCC could decline due to any of these risk factors, and investors could lose part or all of their investment.
Prospective investors should be aware that the value of shares in PCCs and the income from them can fluctuate and that they may not get back the amount they invested. In addition, there is no market, nor is there intended to be a market for the sale of investors shares in EIS companies and as such, an investment will not be readily realisable. There is no guarantee that dividends will be paid and where they are these will be subject to income tax. Investment in EIS companies should be seen as a long term investment. Investors who are in doubt should consult their independent financial adviser. The attention of prospective investors is drawn to the following risks:
• The past performance of funds managed by Foresight is not necessarily an indication of the future performance.
• Potential investors should be aware that the segregation of assets and liabilities permitted under the Guernsey company law might not necessarily be recognised in jurisdictions where the Company’s assets are located.
• The value of Shares (and the income from them) may fall as well as rise and investors may not get back, on a return of capital or otherwise, the amount originally invested. Accordingly, an investment in any PCC should only be made by persons who are able to bear the risk of loss of capital invested.
• A PCC may invest in assets that are denominated in currencies that are different to its base currency. The ability of the PCC to hedge currency risks may be affected by limited forward markets for the hedging of the base currency against the currency of investment.
• PCCs may invest in funds which may trade on a leveraged basis in a highly volatile market. Investment in an alternate strategy is a speculative investment, which should be considered only by financially sophisticated investors who are able to evaluate the risks and merits of this type of investment.
• The value of a PCCs asset may be effected by uncertainties such as international political developments, changes in government policies, taxation, restrictions on foreign investment and currency fluctuations and other developments in the laws and regulations of the countries in which the PCCs assets are invested.
• PCCs may take a credit risk on parties with whom they trades and may also bear the risk of settlement default.
• Investments on international markets may fluctuate in price under the influence of a variety of issues such as currency rates and interest rates, exchange controls, taxes and other economic and political developments. Other factors such as the availability of information on, and the size and liquidity of, international markets may limit the diversification of resources.
• There will not be a liquid market for shares in EIS companies as they will not be listed on any stock exchange and investors may find it difficult to realise their investment.
• Whilst it is Foresight’s intention that the companies in which its EIS funds invest will be managed so as to continue to qualify for the EIS, there can be no guarantee that such status will be maintained. A failure to meet the qualifying requirements could result in an investee company losing its EIS qualifying status, resulting in adverse tax consequences for Investors, including a requirement to repay the income tax relief obtained on subscription.
• The information, including tax rules, contained in this publication is based on existing legislation. The tax rules or their interpretation in relation to an investment in an EIS fund and/or the rates of tax, or other statutory provisions to which EIS funds and their investee companies are subject, may change during the life of a fund and such changes could be retrospective.
• If an Investor who subscribes for shares in an EIS company disposes of those shares within three years from subscription, the Investor will be subject to clawback by HM Revenue & Customs of any income tax relief obtained on subscription.
• Realisation of investments in unquoted companies can be difficult and may take considerable time. There may also be constraints imposed on the realisation of investments in order to maintain the EIS qualifying status of an investee company which may restrict Foresight’s ability to obtain maximum value from its investments.
• Investee companies must have gross assets of not more than £7 million prior to the investment and £8 million post investment and have no more than 50 full time (equivalent) employees and do not obtain more than £2 million of investment from VCTs, companies under the corporate venturing scheme and other individuals claiming relief under the EIS in any rolling 12 month period. These limits are due to increase in April 2012, subject to State aid approval.
• Investment in unquoted companies, AIM-traded and PLUS Markets companies, by its nature involves a higher degree of risk than investment in companies traded on the main market of the London Stock Exchange. In particular, markets for such companies and smaller companies generally may not be regulated and are often less liquid and there may be difficulties in valuing and disposing of investments in such companies. Disposing of such companies and smaller companies generally through trade sales may be difficult and may not produce hoped for returns and investors could get back less than they invested.
• In addition, such companies and smaller companies generally may have limited product lines, markets or financial resources and may be more dependent on their management or key individuals than larger companies.
• Where more than one of the funds managed or advised by Foresight wishes to participate in an investment opportunity, allocations will generally be made in proportion to the net cash raised for each fund, other than where investments are proposed to be made in a company where a fund has a pre-existing investment where the incumbent investor 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 sector exposure and the requirement to achieve comply with the EIS rules, for instance the maximum investment by EIS investors, VCTs and corporate venturing schemes in any single company. This may mean that a company may receive a greater or lesser allocation than would otherwise be the case under the normal co-investment policy.
• There can be no guarantee that sufficient suitable investment opportunities will be identified in order to meet the investment objectives of a particular EIS fund or the requirements of the EIS rules.
In general, investment in technology companies can carry a greater degree of risk than investing in non-technology companies. In particular: the technology may not be able to be developed within the timescale required by the market, at an acceptable cost, or at all and alternative or competing technologies may emerge before full commercial exploitation of the products or services of such companies has taken place.
Disclaimers and Exclusion of Liability
Foresight Group LLP and Foresight Group CI Limited act for the funds and clients they manage or advise and not for anyone else. They will not act for, advise or be responsible for providing the protections afforded to their customers to anyone other than such funds and clients. Entrepreneurs and others working for Foresight should be aware of this and should not expect that they will be treated as customers of Foresight.
Please do not send us any confidential or proprietary material using this website and without first contacting us as we do not agree to obligations of nondisclosure or non-use of material which is sent to us. We receive numerous business plans and other proposals, and reserve the right to review only those which appear to us to fit our investment criteria from time to time and to reject proposals without giving a reason or returning material sent to us. We are not restricted in any way from pursuing opportunities with others. Foresight and funds and clients under its management or advice invest in many companies, some of which may compete with one another.
Whilst we aim to update the Site regularly, its content is provided in good faith “as is” for information purposes only with no representation or warranty, express or implied by Foresight or by any of its members or employees as to its accuracy or completeness or that it is up to date, and it should not be relied on as such.
To the fullest extent allowed by law, Foresight and its members and employees shall not be liable, whether in tort (including negligence) or otherwise howsoever, for any losses, damages, costs or expenses of whatever nature (including (without limitation) any consequential, indirect or unforeseeable loss or loss of bargain, opportunity or profit) incurred or suffered by you or any third party arising out of or in connection with the access to or use of, or linking to other Sites from, this Site or reliance on any information contained on this Site. Nothing in this legal notice shall limit our liability for death or personal injury resulting from any negligence of Foresight.
Nothing in this legal notice excludes or restricts any duty or liability that Foresight may have under the regulatory system (as defined in the glossary to FSA’s Handbook of Rules and Guidance) and which may not be excluded or restricted thereunder.
Intellectual Property Rights
All intellectual property rights in the Site are owned or licensed by Foresight and are protected by law. We reserve all such rights save that you may print off and download extracts from any part of the Site for your personal reference or to bring to the attention of others within your organisation. You may not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text and the status of Foresight Group LLP, Foresight Group CI Limited and our contributors as the authors of material on the Site must always be acknowledged. You may not modify or use any content from the Site for commercial purposes without obtaining a licence to do so from us or our licensors.
Content and Access
We may withdraw or change Site content at any time without notice and, if the need arises, we may suspend access to the Site, close it indefinitely or restrict access to users who have registered with us.
You agree to treat any user identification code, password or other piece of information used as part of our security procedures as confidential and not disclose it to any third party. We may disable your access if in our opinion you have failed to comply with any of these Terms and Conditions.
Your information, Privacy and Cookies
Any personal data provided by you through this site is accurate to the best of your knowledge and you consent to us processing such information for the purpose you have requested. We will process such information only for this purpose.
The Site does not automatically capture or store your personal data, other than to record your IP address and session information (such as the duration of your visit and the browser used) for administration and compilation of Site use statistics.
Links
Links to other websites and resources provided by third parties are provided for your information only; we have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
You may link to the Site home page, provided you do so in a way that is fair and legal and does not damage or take advantage of our reputation, or suggest any form of association, approval or endorsement on our part where none exists. You may not create a link to any part of the Site other than the home page, establish a link from any website that is not owned by you or frame the Site in any other website. We reserve the right to withdraw linking permission without notice.
If you wish to make use of material on the Site other than that set out above, please address your request to Marketing department, Foresight Group LLP, ECA Court, South Park, Sevenoaks, Kent, TN13 1DU.
Viruses
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, virus, worm, Trojan horse or other harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material from it.
Governing Law
This Site including these Terms and Conditions and all matters arising from or connected with them shall be governed by and construed in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.
Variations
Some of these Terms and Conditions may be superseded by specific provisions published elsewhere on the Site. We reserve the right to vary these terms from time to time by amending this page and you should check it from time to time to note any changes made.
Contact Details for Further Information and Queries
If you have any queries regarding this website, or would like further information about Foresight Group, you may send an email to info@foresightgroup.eu or telephone 01732 471 800. Full contact details for Foresight Group are available on the "Contact Us" page of this website.