AQT2 Acuity Grwth

 
TIDMAQT2 
 
Acuity Growth VCT plc (the "Company") 
 
Update 
 
On 13 December 2010, it was announced that the Board of Directors of the Company 
(the "Board") had been interviewing other investment managers with a view to 
appointing a new investment manager.  Further to this announcement, the Board is 
pleased to announce that, with effect from 24 February 2011, Foresight Group CI 
Limited ("Foresight") has been appointed as the investment manager in place of 
Acuity Capital Management Limited ("Acuity").  In addition Foresight Fund 
Managers Limited has been appointed as the company secretary in place of 
Acuity. 
 
Bernard Fairman, Chairman of Foresight Group, commented: "We are delighted that, 
following a competitive process involving several venture capital trust 
managers, the Board of Acuity Growth VCT plc has awarded Foresight Group the 
mandate to provide ongoing investment management services to the Company, its 
seventh in recent years. We look forward to working closely with the Board and 
the underlying portfolio companies with a view to delivering enhanced 
shareholder value. As a result of this transaction, Foresight Group will become 
the third largest manager of VCT funds with almost  GBP250 million under 
management". 
 
The terms of the investment management agreement with Foresight (the "New 
Management Agreement") are substantially similar to the Company's previous 
arrangements with Acuity (the "Previous Management Agreement").  Foresight has 
agreed to waive its management and administration fees for a period of 18 
months, and thereafter will receive an annual management fee of 2.5 % of the net 
asset value of the Company payable quarterly based on the last announced net 
asset value of the Company.  Additionally it will receive an administration fee 
of  GBP71,000 per annum, which will rise in line with RPI.  The New Management 
Agreement has an initial term of at least 30 months and can be terminated 
thereafter by either party on not less than 12 months' notice.  It is intended 
that the Board will discuss incentive fees with Foresight in due course and any 
proposals would be put to shareholders for approval. 
 
Under the Previous Management Agreement, the Board was required to give in 
excess of two years notice to Acuity to terminate the agreement.  The Board 
entered into a termination agreement with Acuity on 24 February 2011 (the 
"Termination Agreement") pursuant to which the Company has agreed to pay Acuity 
 GBP1,187,855 in phased payments and  GBP25,000 per quarter for six quarters for its 
work to ensure a smooth handover to Foresight Group and has agreed to redeem the 
 GBP21,465 of outstanding loan notes issued to Acuity's employees. The aggregate 
amount payable is approximately equal to the management and administration fees 
that would have been payable over an 18 month period, but calculated with 
reference only to the 30 September 2010 audited net asset value of the Company. 
Acuity and the Company have agreed that the Termination Agreement is in 
settlement of all claims against each other. The Company has also agreed to keep 
Acuity and its directors, employees and agents (together "Indemnified Persons") 
fully indemnified against all or any actions, proceedings, claims, demands and 
liabilities whatsoever arising directly or indirectly out of or in connection 
with the performance of Acuity's duties under the Previous Management Agreement 
(subject to certain exceptions) and in respect of the Company's failure to 
comply with the terms of that agreement, the Termination Agreement and a 
separate termination agreement with Nicholas Ross. Pursuant to the agreement, 
the Company has agreed to cease using Acuity in its name on or before 24 August 
2011. 
 
The Board also announces that Nicholas Ross resigned as a director of the 
Company on 24 February 2011 with immediate effect.  In conjunction with the 
Termination Agreement, the Company has entered into a separate termination 
agreement with Mr Ross waiving any claims it may have against him. 
 
Commenting upon the proposed change of Manager, Rupert Pennant Rea, Chairman of 
Acuity Growth VCT, said, 'Following an intensive selection process, the 
Independent Directors reached the unanimous conclusion that shareholders' 
interests would be best served by appointing Foresight Group  to manage Acuity 
Growth VCT. I would like to thank Acuity Capital Management for their work and 
facilitating an orderly transition of the portfolio to ensure that shareholders 
interests are best protected. 
 
24 February 2011 
 
Any enquiries should be directed to: 
 
Foresight Group 
 
 Bernard Fairman   07797 720300 
 
 Gary Fraser       01732 471 800; 07795 323 991 
 
 
 
 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: Acuity Growth VCT plc via Thomson Reuters ONE 
 
[HUG#1492257] 
 

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