Admission Document - BrainJuicer

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9 Notes to the financial information (continued) 9.12 Creditors: amounts falling due within one year As at As at As at 31 December 31 December 31 December 2003 2004 2005 £’000 £’000 £’000 Trade creditors 86 80 96 Other taxation and social security – 53 80 Accruals and deferred income 121 275 218 ––––––––– ––––––––– ––––––––– 207 408 394 ––––––––– ––––––––– ––––––––– The BrainJuicer UK Group has an invoice discounting facility which is currently not being utilised. 9.13 Creditors: amounts falling due after more than one year As at As at As at 31 December 31 December 31 December 2003 2004 2005 £’000 £’000 £’000 Reclassification of shares as financial liabilities: Share capital – – – Share premium – – 88 ––––––––– ––––––––– ––––––––– – – 88 ––––––––– ––––––––– ––––––––– 9.14 Financial Risk Management The BrainJuicer UK Group holds or issues financial instruments in order to achieve three main objectives, being: (a) to finance its operations; (b) to manage its exposure to interest and currency risks arising from its operations and from its sources of finance; and (c) for trading purposes. In addition, various financial instruments (e.g. trade debtors, trade creditors, accruals and prepayments) arise directly from the BrainJuicer UK Group’s operations. Transactions in financial instruments result in the BrainJuicer UK Group assuming or transferring to another party one or more of the financial risks described below. Credit risk The BrainJuicer UK Group monitors credit risk closely and considers that its current policies of credit checks meet its objectives of managing exposure to credit risk. The BrainJuicer UK Group has no significant concentrations of credit risk, other than in substantial credit-worthy organisations. Amounts shown in the balance sheet best represent the maximum credit risk exposure in the event other parties fail to perform their obligations under financial instruments. Liquidity risk The BrainJuicer UK Group monitors its cash flows carefully in order to ensure its liquidity is sufficient to meet obligations as they fall due. Currency risk The BrainJuicer UK Group does not hedge its foreign currency exposures. 35
9 Notes to the financial information (continued) 9.15 Share capital Authorised share capital: As at As at As at 31 December 31 December 31 December 2003 2004 2005 £ £ £ 90,000 ordinary shares of £0.01 each 900 – – 900,000 ordinary shares of £0.001 each – 900 900 10,000 A Preferred shares of £0.01 each 100 – – 100,000 A Preferred shares of £0.001 each – 100 100 ––––––––– ––––––––– ––––––––– 1,000 1,000 1,000 ––––––––– ––––––––– ––––––––– Allotted, called up and fully paid: As at As at As at 31 December 31 December 31 December 2003 2004 2005 No £ No £ No £ ordinary shares of £0.01 each 10,240 102 – – – – ordinary shares of £0.001 each – – 102,400 102 102,400 102 A Preferred shares of £0.01 each 8,000 80 – – – – A Preferred shares of £0.001 each – – 80,000 80 80,000 80 –––––– –––––– –––––– –––––– –––––– –––––– 18,240 182 182,400 182 182,400 182 –––––– –––––– –––––– –––––– –––––– –––––– As at As at As at 31 December 31 December 31 December 2003 2004 2005 £ £ £ Equity shares ordinary shares of £0.01 each 102 – – ordinary shares of £0.001 each – 102 102 ––––––––– ––––––––– ––––––––– A Preferred shares of £0.01 each 80 – – A Preferred shares of £0.001 each – 80 78 ––––––––– ––––––––– ––––––––– Shares classed as financial liabilities A Preferred shares of £0.001 each – – 2 ––––––––– ––––––––– ––––––––– In 2004 BrainJuicer UK subdivided the nominal value of its shares on a one for ten basis. A Preferred Shares The A Preferred shares of £0.001 carry equal voting rights to the Ordinary shares of £0.001. The A Preferred shares carry the right to a fixed cumulative preferential dividend of 5 per cent. of the issue price per annum, and they can be redeemed at any time after 1 July 2008 at the holder’s request. They can be redeemed prior to that date if BrainJuicer UK is sold, liquidated or there is a change of control. On redemption the holder is entitled to receive the issue price plus any dividends in arrears. The A Preferred shares can be converted into ordinary shares at any time at the conversion rate of one ordinary share for each A Preferred share. On conversion the holder is entitled to receive any dividends in arrears. 36
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 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 35: 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

Admission Document - BrainJuicer

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