Admission Document - BrainJuicer

The Board has also considered the guidance issued by the Institute of Chartered Accountants in England and
Wales (commonly known as the Turnbull Report) concerning the internal requirements of the Combined
Code. The Board intends to regularly review key business and financial risks facing the Group in the
operation of its business.
Details of the Placing
Under the Placing the Company is issuing 1,388,900 New Ordinary Shares. The Placing Shares represent
approximately 11.1 per cent. of the Enlarged Share Capital immediately following Admission, on the
assumption that all of the Placing Shares are issued. The Placing is conditional upon, among other things,
Admission. The Placing is not being underwritten. Further details of the Placing Agreement are set out in
paragraph 9.1(a) of Part VII of this document.
Application has been made for the existing issued Ordinary Shares (including the Placing Shares) to be
admitted to trading on AIM. Dealings on AIM are expected to commence on 5 December 2006.
The Directors’ interests immediately following Admission are set out in paragraph 5.1 of Part VII of this
document. In aggregate, the Directors will be interested in 46.3 per cent. of the Enlarged Share Capital
following Admission, on the assumption that all of the Placing Shares are issued.
Lock-in arrangements
Each of John Kearon, James Geddes, Simon Godfrey and Mark Muth have undertaken that, subject to certain
limited exceptions, they will not sell or otherwise dispose of, or agree to sell or dispose of, any of their
interests in Ordinary Shares held by them respectively for a period of one year from the date of Admission.
In addition each of John Kearon, James Geddes, Simon Godfrey and Mark Muth have agreed that any sale
or disposal of Ordinary Shares for a further period of six months, will be effected through Teather &
Greenwood and with its consent so as to maintain an orderly market in the Company’s shares.
Dividend policy
For the foreseeable future, the Directors’ intention is to re-invest funds directly into the Group rather than to
fund the payment of dividends. Thereafter, the payment of dividends will be subject to the availability of
distributable reserves in the Company having regard to maintaining an appropriate level of dividend cover
and the need to retain sufficient funds to finance the development of the Group’s activities.
Employee Share Option Scheme
In order to incentivise and retain key staff members, the Company has introduced a discretionary Share
Option Scheme (further details of which are set out in paragraph 7 of Part VII of this document) in order to
allow selected employees to share in the success of the Group. All executive directors and employees will
be eligible to participate in the Share Option Scheme but share options will only be granted at the discretion
of the Directors. The Share Option Scheme provides for share options to be granted within 10 years of the
approval of the Scheme by the Board at an exercise price to be approved by the Board. Shares may be issued
by the Company to satisfy share options under the Share Option Scheme up to a limit of 10 per cent. of the
issued share capital on a fully diluted basis in any ten year period following Admission, such limit not to
include existing Options granted prior to the implementation of the Scheme.
Enterprise Investment Scheme and Venture Capital Trusts
The Company is a qualifying investment for the purposes of the EIS and a “qualifying company” for the
purposes of investment by VCTs.
The continuing availability of EIS relief and the status of the Placing Shares as a qualifying holding for VCT
purposes will be conditional, inter alia, on BrainJuicer continuing to satisfy the requirements for a qualifying
company throughout the period of three years from the date of the investor making his or her investment
(under EIS) and, for VCT purposes, throughout the period the Ordinary Shares are held as a “qualifying
holding”. Qualifying company status requires, inter alia, the Group to conduct its trading mainly in the UK.
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