Admission Document - BrainJuicer

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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. 17
There are other conditions the Group has to satisfy, and in such cases the Group’s status is usually closely monitored. Investors considering taking advantage of any of the reliefs available under the EIS and VCT regimes should seek individual advice in order that they may fully understand how the rules apply in their individual circumstances. In addition, an investor must be a qualifying investor in order to be entitled to EIS relief and it is again recommended that investors seek their own professional advice in this regard. A claim for CGT deferral relief is made by the individual investors and/or trustees claiming the relief. The Directors and the Group give no undertaking or guarantee whatsoever to investors that the business of the Group will be conducted in a manner which is consistent with the provisions of the EIS or VCT regimes. Additional information on the EIS, VCTs and taxation is included in paragraph 13 of Part VII of this document. CREST CREST is a paperless settlement system enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by a written instrument. The Articles permit the holding of Ordinary Shares under the CREST system. The Company has applied for the Ordinary Shares to be admitted to CREST with effect from Admission and CRESTCo has agreed to such admission. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST system if any shareholder so wishes. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so. Dealing arrangements Application has been made for the issued Ordinary Shares (including the Placing Shares) to be admitted to trading on AIM and it is anticipated that Admission will become effective and that dealings will commence on 5 December 2006. Taxation Your attention is drawn to paragraph 13 of Part VII of this document. These details are intended only as a general guide to the current tax position under UK taxation law. If an investor is in any doubt as to his or her tax position he or she should consult his or her own independent financial adviser immediately. Further information Prospective investors should carefully consider the information in Part II of this document which sets out certain risk factors relating to any investment in Ordinary Shares, and Parts III to VII which provide financial and additional information on the Group. 18
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 and 16: 2000 2001 2002 2003 2004 2005 $bn $
Page 17: Simon Cedric Valentine Godfrey (age
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
Page 67 and 68: (vii) Election of two or more direc
Page 69 and 70:
Pre-emption rights that apply on th
Page 71 and 72:
agreement can be terminated upon si
Page 73 and 74:
(m) Subject to the provisions of th
Page 75 and 76:
(b) (c) Special circumstances inclu
Page 77 and 78:
amendments regarding the limits on
Page 79 and 80:
(e) Pursuant to the exchange of opt
Page 81 and 82:
Other reliefs • Section 574 relie
Page 83:
(ii) (iii) securities in the Compan
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Admission Document - BrainJuicer

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