Admission Document - BrainJuicer

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9 Notes to the financial information (continued) On liquidation or sale of the business after the payment of all other debts and liabilities the holders of A Preferred shares are entitled to receive the issue price plus any dividend arrears. At 31 December 2005 the cumulative A Preferred dividend amounted to £80,918 and is due when BrainJuicer UK has sufficient distributable reserves. Shares classified as financial liabilities Certain rights that are attached to the A Preferred shares result in the shares having characteristics of equity and liabilities. Therefore the shares would be considered to be a compound instrument as defined by FRS 25 Financial Instruments: Presentation and Disclosure. The value of the liability component has been calculated based on the present value of the future cash flows in respect of payments that BrainJuicer UK is obliged to make to shareholders in accordance with its articles of association. The value included within equity is the residual amount. The share premium account associated with these shares has been classified as liabilities and equity in the same proportion as the split of liabilities and equity for the shares. Share options The following share options were outstanding over Ordinary shares of £0.001 each at 31 December 2005: Option Number of options Date option price per Approved EMI Unapproved granted share Expiry date options options 21-Jan-03 6.875 21-Jan-13 6,210 – 15-Sep-03 6.875 15-Sep-13 4,800 – 18-Mar-04 6.875 18-Mar-14 180 – 1-Apr-04 6.875 1-Apr-14 35 500 27-Dec-04 37.500 27-Dec-14 – 1,100 10-Jan-05 37.500 10-Jan-15 1,535 – 11-Jul-05 37.500 11-Jul-15 400 – ––––––––– ––––––––– 13,160 1,600 ––––––––– ––––––––– The options can only be exercised on the flotation of BrainJuicer UK unless BrainJuicer UK provides consent for earlier exercise. The following options were granted, lapsed and were exercised: Year ended Year ended Year ended 31 December 31 December 31 December 2003 2004 2005 Granted 14,800 1,990 2,085 Lapsed – (2,575) (1,540) Exercised – – – ––––––––– ––––––––– ––––––––– 14,800 (585) 545 ––––––––– ––––––––– ––––––––– 37
9 Notes to the financial information (continued) Interests of the Directors in the shares and options of BrainJuicer UK as at 31 December 2005 were: Shares As at 31 December 2005 J V Kearon Ordinary shares of £0.001 94,000 J B Geddes Ordinary shares of £0.001 2,400 Options As at 31 December 2005 S Godfrey Ordinary shares of £0.001 1,400 J B Geddes Ordinary shares of £0.001 3,800 9.16 Share premium account and reserves Share Profit premium and loss Other account account reserves £’000 £’000 £’000 At 1 January 2003 – (23) – Premium on shares issued in the year 566 Accrued A Preferred dividend – (26) – A Preferred dividend not declared – 26 – Loss for the year – (301) – ––––––––– ––––––––– ––––––––– At 31 December 2003 566 (324) – Profit for the year – 191 – Accrued A Preferred dividend – (28) – A Preferred dividend not declared – 28 – ––––––––– ––––––––– ––––––––– At 31 December 2004 566 (133) – Reclassification of liability element of A Preferred shares (11) – – Restatement of opening reserves for interest on liability element of A Preferred shares – (33) – ––––––––– ––––––––– ––––––––– Restated balance at 1 January 2005 555 (166) – Loss for the year – (17) – Exchange differences – 1 – Stock option charge – – 10 ––––––––– ––––––––– ––––––––– At 31 December 2005 555 (182) 10 ––––––––– ––––––––– ––––––––– The implementation of FRS 25 resulted in the transfer of £10,955 from Equity to Debt in respect of the Liability element of the A Preferred shares brought forward. It also resulted in the transfer of £32,871 from Equity to Debt in respect of the interest on the liability element of the A Preferred shares brought forward. 38
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 37: 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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