Admission Document - BrainJuicer

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
about the contents of this document or the action you should take, you should consult an independent professional
adviser authorised for the purposes of the Financial Services and Markets Act 2000 who specialises in advising on the
acquisition of shares and other securities in the United Kingdom. The whole of the text of this document should be read.
Prospective investors should carefully consider the section entitled ‘‘Risk Factors’’ in Part II of this document before
taking any action. All statements regarding the Company’s current and future business should be viewed in light of
these risk factors.
AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be
attached than to larger or more established companies. AIM securities are not admitted to the Official List. A
prospective investor should be aware of the risks of investing in such companies and should make the decision to invest
only after careful consideration and, if appropriate, consultation with his or her own independent financial adviser. The
AIM Rules are less demanding than those of the Official List. It is emphasised that no application is being made for
admission of the Ordinary Shares to the Official List. Further, London Stock Exchange plc has not itself examined or
approved the contents of this document. The Ordinary Shares are not dealt in on any other recognised investment
exchange.
This document, which comprises an admission document for the purposes of the AIM Rules, has been drawn up in accordance
therewith. This document contains no offer of transferable securities to the public within the meaning of Section 102B FSMA,
the Act, or otherwise and does not require a prospectus within the meaning of section 85 of FSMA and is not a prospectus as
defined in the AIM Rules.
The Company and each of the Directors, whose names appear on page 7 of this document, accept individual and collective
responsibility for the information contained in this document including individual and collective responsibility for the
Company’s compliance with the AIM Rules. To the best of the knowledge and belief of the Directors and the Company (who
have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with
the facts and does not omit anything likely to affect the import of such information.
Application has been made for the whole of the issued and to be issued Ordinary Shares (including the Placing Shares) to be
admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence on AIM on
5December2006.
BrainJuicer Group PLC
(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 5940040)
Placing
of
up to 1,388,900 Ordinary Shares of 1p each at 108p per share
and
ADMISSION TO TRADING ON AIM
Nominated Adviser and Broker
TEATHER & GREENWOOD LIMITED
Share capital immediately following Admission
Authorised
Issued and fully paid
Amount Number ordinary shares Amount Number ordinary shares
£360,000 36,000,000 of 1p each £125,506 12,550,613 of 1p each
Teather & Greenwood, which is a member of the London Stock Exchange and is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as nominated adviser and broker to the Company
(for the purpose of the AIM Rules) and no one else in connection with the Placing and the Admission and will not be
responsible for providing the protections afforded to customers of Teather & Greenwood nor for providing advice in
relation to the contents of this document or any matter, transaction or arrangement referred to in it. Teather &
Greenwood’s responsibilities as the Company’s nominated adviser and broker under the AIM Rules are owed solely to
the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of
their decision to acquire Ordinary Shares in the Company in reliance on any part of this document. No representation
or warranty, express or implied, is made by Teather & Greenwood as to the contents of this document or for the
omission of any material, for which it is not responsible.
This document does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, Placing Shares in any
jurisdiction in which such offer or solicitation is unlawful. In particular, this document should not be taken, transmitted,
distributed, published, reproduced or otherwise made available in whole or in part, directly or indirectly, in or into Australia,
Canada, Japan, the Republic of Ireland, the Republic of South Africa, or the United States of America or any other country
outside the United Kingdom where that may lead to a breach of any legal or regulatory requirements. Neither the Existing
Ordinary Shares nor the Placing Shares have been or will be registered under the United States Securities Act 1933 (as
amended) or under the securities legislation of any state of the United States of America or any province or territory of
Australia, Canada, Japan, the Republic of Ireland, or the Republic of South Africa. Subject to certain exceptions, the Placing
Shares may not, directly or indirectly, be offered or sold in or into Australia, Canada, Japan, the Republic of Ireland, the
Republic of South Africa, or the United States of America or to or for the account or benefit of any national, resident or citizen
of Australia, Canada, Japan, the Republic of South Africa or the Republic of Ireland or any person located in the United States
of America.
Copies of this document, which is dated 30 November 2006, will be available free of charge to the public during normal
business hours on any weekday (except Saturdays, Sundays and public holidays) from the registered office of the Company
and from the offices of Teather & Greenwood, Beaufort House, 15 St. Botolph Street, London EC3A 7QR from the date of
Admission for not less than one month thereafter.