Admission Document - BrainJuicer

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• Proprietary panel development. BrainJuicer has recently established and administers proprietary online panels for certain clients. The Directors are currently assessing the opportunity for expanding this development. • Innovation. BrainJuicer has a number of research initiatives which it is currently assessing with a view to these being trialled, written up as industry papers and tested with pioneering clients before being rolled out as finished BrainJuicer techniques. The Directors believe engagement by its multi national clients provides the market credibility necessary to compete effectively with the largest research agencies. BrainJuicer anticipates opportunities for further sales growth among multi-nationals and large domestics alike and intends to continue to build its portfolio of research products and develop its expertise, credibility and international presence. Summary financial information The following financial information has been extracted from the historical consolidated financial information on the BrainJuicer Group UK contained in Part IV of this document and should be read in conjunction with the full text of this document. Investors should not rely solely on the summarised information in making their investment decisions. 2003 2004 2005 £’000 £’000 £’000 Turnover 1,032 2,614 2,936 EBIT (304) 187 23 EBT (301) 191 (17) Directors, senior management and employees The Board consists of four Directors in respect of whom brief biographies are set out below. Details of service contracts, option schemes and pension arrangements relating to the Directors are set out in paragraphs 5.1 and 5.3 of Part VII of this document. John Victor Kearon (aged 41), Chairman & Chief Executive Officer John is responsible for overall strategic direction and commercial development of the Group. John’s role in establishing and developing the BrainJuicer business made him Ernst & Young’s ‘Emerging Entrepreneur of the Year’ in 2005. Prior to founding BrainJuicer, John founded innovation agency, Brand Genetics Limited, which invented new products and services for FT 500 companies. Before this John had been Planning Director of one of the UK’s leading advertising agencies. John started his career over 20 years ago as a graduate of Unilever’s management programme, rising to be a senior marketer at Elida Gibbs before moving into advertising. James Brodie Geddes (aged 44), Chief Finance Officer James is responsible for the finance and administrative functions within the Group and its back office operations. James is a Chartered Accountant, holds a diploma in Corporate Treasury Management and is a graduate of Harvard Business School’s executive programme. He has over 20 years of financial management experience and was previously Assistant Treasurer of Fosters Brewing Group Limited, Executive Director, International Corporate Finance at MediaOne Group and CFO of Iobox Oy (backed by Morgan Stanley Capital and sold to Telefonica). James has been BrainJuicer’s CFO since the Unilever UK Holdings investment in January 2003. Mark Philip Muth (aged 52), Non-Executive Director Mark is one of the three directors of Unilever Ventures and negotiated Unilever UK Holdings’ investment in BrainJuicer in January 2003. He has over 20 years of experience in banking and venture capital. Unilever Ventures leads and manages investments in start-up and early stage companies, drawing on the Unilever group of companies’ expertise in food, home and personal care consumer products to bring value to its portfolio companies. 15
Simon Cedric Valentine Godfrey (aged 57), Non-Executive Director Simon has over 30 years experience in the quantitative research industry. Simon was a director of Research Bureau Limited (“RBL”) (now Research International UK Limited) until 1985 when he founded Simon Godfrey Associates (“SGA”). SGA was one of the largest UK research suppliers when acquired by WPP Plc in 1998. Simon has been a non-executive director of BrainJuicer UK since the Unilever UK Holdings investment in January 2003. In addition to the Directors, details of the senior management of the Group are set out below: Jonathan Perry Rimmer (aged 45), UK Managing Director Jonathan joined BrainJuicer as UK Managing Director and member of the international management team. He was previously General Manager at SGA Research International Limited and Head of Virtual Expert Community on Concept Testing and Volume Estimates. Jonathan is a highly experienced researcher with over 20 years experience in Consumer Insights, specialising in the packaged goods sector. He has responsibility for the UK business and is part of the management team. Hendrik Evert Bos (aged 40), Netherlands Managing Director Evert joined BrainJuicer as Managing Director of the Dutch business, with 12 years marketing and research experience with the Unilever group of companies in the Netherlands. He managed the Dutch integration of Bestfood’s Knorr and Conimex brands. In 2002 he became Head of Market Research at Bestfood in the Netherlands, before joining BrainJuicer at the end of 2004. Ari Popper (aged 36), North America President In addition to the above senior employees, the Group has made an offer of employment to Ari Popper to lead the North American team. Ari is currently Vice President at Millward Brown and senior manager of its Los Angeles office. The Group employs 37 staff in total of which 31 are based in the UK, 3 in the Netherlands and 3 in the US. Corporate governance The Directors intend to comply with the QCA Guidelines and, where appropriate, Combined Code in such respects as are appropriate for a Group of its size, nature and stage of development. The Board comprises two Non-Executive Directors with relevant experience to complement the Executive Directors and to provide an independent view to the Board and the two Executive Directors. The Board has established an audit committee and a remuneration committee (each comprising the two Non- Executive Directors, who may invite other members of the Board to join meetings) with formally delegated duties and responsibilities. The audit committee will be headed by Mark Muth and will also consist of Simon Godfrey. It will meet at least twice each year and will be responsible for monitoring the integrity of the financial statements, reviewing internal financial controls and making recommendations to the Board, relating to the appointment of the external auditors. The Chief Finance Officer and the external auditors should normally attend meetings without being members. The remuneration committee will be headed by Simon Godfrey and will also consist of Mark Muth. It will make recommendations to the Board on general policy and determine on behalf of the Board the specific remuneration packages for the Executive Directors and has the primary responsibility of remuneration packages and ensuring that these are adequate for current employees and are of a sufficient level to attract high calibre employees. The remuneration committee will have no authority in relation to the renumeration package of the Non-Executive Directors. The Company will operate a share dealing code for directors as required by the AIM Rules. 16
Page 1 and 2: Placing & Admission to AIM by Teath
Page 3 and 4: CONTENTS Page Definitions 3 Glossar
Page 5 and 6: “London Stock Exchange” “New
Page 7 and 8: PLACING STATISTICS Placing Price 10
Page 9 and 10: KEY INFORMATION THE FOLLOWING INFOR
Page 11 and 12: PART I INFORMATION ON THE GROUP Int
Page 13 and 14: • what questions should be includ
Page 15: 2000 2001 2002 2003 2004 2005 $bn $
Page 19 and 20: There are other conditions the Grou
Page 21 and 22: Investment Strategy • There can b
Page 23 and 24: Further Funding Requirements • Th
Page 25 and 26: • on 16 November 2006,22,825 Ordi
Page 27 and 28: OPINION In our opinion, the financi
Page 29 and 30: uling at the date of the transactio
Page 31 and 32: 6 Consolidated balance sheet As at
Page 33 and 34: 9 Notes to the financial informatio
Page 43 and 44: OPINION In our opinion, the histori
Page 45 and 46: Unaudited Consolidated Balance Shee
Page 47 and 48: Unaudited Consolidated Statement of
Page 49 and 50: 5 (Loss)/earnings per share 6 month
Page 51 and 52: PART VI UNAUDITED PRO FORMA STATEME
Page 53 and 54: defined in section 94 of the Act) t
Page 55 and 56: share scheme (as defined in section
Page 57 and 58: 4. Articles of Association The Arti
Page 59 and 60: liability to the holders of shares
Page 61 and 62: (A) (B) the necessary quorum shall
Page 63 and 64: (iv) (v) (vi) (vii) Disposal of for
Page 65 and 66: and he may hold and be remunerated
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(vii) Election of two or more direc
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Pre-emption rights that apply on th
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agreement can be terminated upon si
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(m) Subject to the provisions of th
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(b) (c) Special circumstances inclu
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amendments regarding the limits on
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(e) Pursuant to the exchange of opt
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Other reliefs • Section 574 relie
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(ii) (iii) securities in the Compan
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Admission Document - BrainJuicer

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