Admission Document - BrainJuicer

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PART IV HISTORICAL CONSOLIDATED FINANCIAL INFORMATION ON THE BRAINJUICER UK GROUP Section A – Historical Consolidated Financial Information on the BrainJuicer UK Group 1 Introduction The historical consolidated financial information on the BrainJuicer UK Group set out in this section A of Part IV has been prepared solely for the purposes of this AIM Admission Document and does not constitute audited statutory accounts within the meaning of section 240 of the Companies Act 1985. 2 Basis of preparation The financial information for the three years ended 31 December 2005 is based on the audited consolidated financial information of the BrainJuicer UK Group. This information has been prepared under the historical cost convention and in accordance with the Companies Act 1985 and 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 Principal accounting policies Basis of consolidation The consolidated financial information incorporates the financial information of BrainJuicer UK and its subsidiary undertakings. These are adjusted, where appropriate, to conform to the BrainJuicer UK Group accounting policies. Revenue recognition Revenue is recognised when the right to consideration has been obtained under each market research project, which is normally after delivery of the debrief to the client. Revenue is recognised to reflect the contract activity during the year, having regard to the stage of completion of each market research project. Respondent costs Respondent costs are matched to revenue and charged to the profit and loss account in the same period as the associated revenue is recognised. Work in progress Work in progress is valued on the basis of direct costs incurred on projects that are part complete and where the right to consideration has not yet been earned. The part complete project is valued at the lower of cost and its net realisable value. Operating lease agreements Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease. Foreign currencies Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange 27
uling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit. For subsidiaries and branches the assets and liabilities are translated into sterling at closing exchange rates and the profit and loss account is translated at the average rate for the period. Financial instruments Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of interest on the outstanding liability. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. Compound instruments Compound instruments comprise both a liability and an equity component. At date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar debt instrument. The liability component is accounted for as a financial liability. The residual is the difference between the net proceeds of issue and the liability component (at time of issue). The residual is the equity component, which is accounted for as an equity instrument. The interest expense on the liability component is calculated by applying the prevailing market interest rate of a similar debt instrument at the date of issue of the instrument to the liability component. The difference between this amount and any repayments is added to the carrying amount of the liability in the balance sheet. Share Options The BrainJuicer UK Group issues equity-settled share-based payments to certain employees (including directors). Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the BrainJuicer UK Group’s estimate of the shares that will eventually vest. Fair value is measured using the Black Scholes pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification. Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction, and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph. 28
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 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: OPINION In our opinion, the financi
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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