Admission Document - BrainJuicer

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Technology Risk • A strong software platform is essential for carrying out online research. This software must be reviewed and updated on a regular basis to ensure that it is not superseded by newer technologies in other companies. In the event of a technology failure there would be significant business disruption. Commercial Risk • Although the Group has grown substantially since <strong>BrainJuicer</strong> UK was incorporated in December 1999, it remains a relatively small group in an early stage of development. The Group faces competition from both large established international companies as well as small local businesses operating in the same sector. • The Group may have to defend itself against legal proceedings which could have an adverse affect on trading performance and, in turn, future profits. • The Group’s business exposes it to potential product liability and indemnity risks. There can be no assurance that the necessary insurance cover will be available to the Group at a commercially acceptable cost or that, in the event of any claim, the level or extent of insurance carried by the Group now or in the future will be adequate, or that a product liability or other claim would not materially and adversely affect the business of the Group. • There is no assurance that the Group will be successful in the development of its products and services and, if developed, that there will be a market for these products. If the Group fails to successfully design and introduce new and improved products it is possible that the Group may find that its current product suite becomes obsolete and unmarketable. • The Group is relatively young and therefore has a smaller database of historical survey results for use as comparables in its surveys than some of its competitors. Any data bias or error within the Group’s database could have a statistically significant impact on its research conclusions which could negatively impact the credibility of the Group’s business. • Although the Group has established various procedures to check the credentials of its Juicy Brains Panel, there can be no assurances that panelists have in all cases provided true and accurate data. Relationships with customers • The success of the Group is, in part, dependent on building and maintaining strong relationships with a relatively small group of large domestic and multinational companies. In order to be successful in the future the Group will need to continue to build and maintain strong relationships with these companies. An inability to do so may lead to a material and adverse effect on the Group’s business. • The Group does not have any long term contracts with customers and is, consequently, at risk of its customers sourcing the type of services provided by the Group from other providers. • In the year ended 31 December 2005,some 41 per cent. of the Group’s revenue was derived from five customers. Although the Directors are seeking to reduce the Group’s reliance on winning business from a small number of customers there remains a risk that should a key customer be lost, this may have material impact on the Group. • As the Group principally deals with organisations which are significantly larger than itself as its principal customers, the Group’s margins may be subjected to pressure if their customers seek to exploit this position. Economic Factors • Fluctuations in exchange rates may affect product demand in different regions and may adversely affect the profitability of products provided by the Group in foreign markets where payment for the Group’s product suite is made in local currency. 21
Further Funding Requirements • TheGroupmay require access to additional funding in the future,and if theGroupfails to obtain such funding, it may need to delay or scale back the implementation of its future strategy. The funds that the Group may need will be determined by numerous factors, some of which are beyond the Group’s control. • If the Group’s capital resources are insufficient to meet future capital requirements, additional funds would be required. If the Group is unable to obtain additional funds on satisfactory terms, it may be required to cease or reduce its operating activities. If the Company raises additional funds by issuing additional shares, the ownership interests of existing Shareholders may be materially diluted. Although the Directors will seek to minimise the impact of the risk factors, investment in the Company should only be made by investors able to sustain a total loss of the investment. Investors are strongly recommended to consult an investment adviser authorised under FSMA (who specialises in investments of this nature) before making a decision to invest. 22
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 and 18: Simon Cedric Valentine Godfrey (age
Page 19 and 20: There are other conditions the Grou
Page 21: Investment Strategy • There can b
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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