Admission Document - BrainJuicer

PART III
HISTORICAL FINANCIAL INFORMATION ON THE COMPANY
Section A – Historical Financial Information on the Company
1 Introduction
The financial information set out in the financial information table on the Company, which has been prepared
solely for the purpose of the AIM Admission Document, contained in this Part III does not constitute audited
statutory accounts within the meaning of section 240 of the Companies Act.
2 Basis of preparation
The financial information set out below is based on the transactions of the Company from incorporation on
19 September 2006 to 30 November 2006, being the date of this report.
This information has been prepared under the historical cost convention and in accordance with applicable
United Kingdom Generally Accepted Accounting Practice.
3 Responsibility
The Directors of the Company are responsible for the financial information and the contents of the AIM
Admission Document in which it is included.
4 Financial information
The Company was incorporated in England and Wales on 19 September 2006 as BrainJuicer Group Limited.
On 14 November 2006, the Company entered into a share sale agreement relating to the entire issued share
capital of BrainJuicer Limited, (the “Share Sale Agreement”) pursuant to which BrainJuicer Limited became
a wholly owned subsidiary of the Company.
On 28 November 2006 BrainJuicer Group Limited was re-registered as a public company.
The Company has not yet completed its first accounting period and has not traded from the date of its
incorporation until the date of this document, hence no profit and loss account has been prepared. Other than
as required on re-registration as a public company, no financial statements have been prepared, audited or
filed since incorporation.
Share capital
The total authorised share capital of the Company is £360,000 comprising 36,000,000 ordinary shares of one
pence each.
As at today’s date, the Company has carried out no trading and the only transactions of the Company have
been as follows:
• on incorporation, Huntsmoor Nominees Limited subscribed at par for one Ordinary Share and
subsequently transferred this share to John Kearon on 20 October 2006;
• on 5 October 2006, Huntsmoor Limited subscribed at par for one Series A Preferred Share and
subsequently transferred this share to Unilever UK Holdings on 20 October 2006;
• on 14 November 2006, 6,294,067 Ordinary Shares and 4,817,041 Series A Preferred Shares were
issued to the former shareholders of BrainJuicer Limited on the basis of 1 new Ordinary Share for
each ordinary share in BrainJuicer UK and 1 new Series A Preferred Share for each series A
convertible preferred share in BrainJuicer UK, in accordance with the Share Exchange Agreement;
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