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Admission Document - BrainJuicer

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DEFINITIONS<br />

The following definitions apply throughout this document, unless otherwise stated or unless the context<br />

otherwise requires:<br />

“Act”<br />

“<strong>Admission</strong>”<br />

“AIM”<br />

“AIM Rules”<br />

“Articles”<br />

“<strong>BrainJuicer</strong>” or “Group”<br />

“<strong>BrainJuicer</strong> Netherlands”<br />

“<strong>BrainJuicer</strong> UK”<br />

“<strong>BrainJuicer</strong> UK Group”<br />

“<strong>BrainJuicer</strong> USA”<br />

“certificated” or “in certificated form”<br />

“Combined Code”<br />

“Company”<br />

“CREST”<br />

“CRESTCo”<br />

the Companies Act 1985, (as amended)<br />

the admission of the Ordinary Shares (including the Placing Shares)<br />

to trading on AIM becoming effective in accordance with the AIM<br />

Rules<br />

AIM, a market of the London Stock Exchange<br />

the rules for companies whose securities are traded on AIM and<br />

their nominated advisers published by the London Stock Exchange<br />

as amended from time to time<br />

the articles of association of the Company<br />

the Company and/or its subsidiaries, from time to time<br />

<strong>BrainJuicer</strong> B.V.<br />

<strong>BrainJuicer</strong> Limited, the principal operating subsidiary of the<br />

Company<br />

<strong>BrainJuicer</strong> UK and its subsidiaries from time to time<br />

<strong>BrainJuicer</strong> Inc.<br />

the description of a share or other security which is not in<br />

uncertificated form (that is, not in CREST)<br />

The Principles of Good Governance and Code of Best Practice,<br />

issued by the London Stock Exchange<br />

<strong>BrainJuicer</strong> Group PLC, a company incorporated in England &<br />

Wales with registered number 5940040<br />

the relevant system (as defined in the CREST Regulations) to<br />

facilitate the transfer of title to shares in uncertificated form in<br />

respect of which CRESTCo Limited is the Operator (as defined in<br />

the CREST Regulations)<br />

CRESTCo Limited<br />

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755)<br />

“Directors” or “Board”<br />

“EIS”<br />

“Enlarged Share Capital”<br />

“Existing Ordinary Shares”<br />

“Existing Shareholders”<br />

“FSA”<br />

“FSMA”<br />

“Listing Rules”<br />

the directors of the Company whose names are listed on page 7 of<br />

this document<br />

Enterprise Investment Scheme<br />

the entire issued share capital of the Company immediately<br />

following the Placing<br />

the 11,161,713 Ordinary Shares in issue as at the date of this<br />

document<br />

shareholders holding Existing Ordinary Shares<br />

the Financial Services Authority of the United Kingdom<br />

the Financial Services and Markets Act 2000, as amended including<br />

any regulations made pursuant thereto<br />

the rules for listing issued by the FSA acting in its capacity as the<br />

competent authority for the purposes of section 72 FSMA<br />

3

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