Admission Document - BrainJuicer

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Section B – Accountants’ report on the Historical Consolidated Financial Information on the BrainJuicer UK Group Grant Thornton The Directors BrainJuicer Group PLC 13-14 Margaret Street London W1W 8RN Grant Thornton UK LLP Byron House Cambridge Business Park Cowley Road Cambridge CB4 0WZ 30 November 2006 Dear Sirs BRAINJUICER UK AND ITS SUBSIDIARY UNDERTAKINGS We report on the historical consolidated financial information of the BrainJuicer UK Group set out in Part IV Section A. This financial information has been prepared for inclusion in the AIM Admission Document dated 30 November 2006 of BrainJuicer Group PLC on the basis of the accounting policies set out in paragraph 4. RESPONSIBILITIES This report is required by Paragraph (a) of Schedule Two of the AIM Rules and is given for the purpose of complying with that regulation and for no other purpose. Save for any responsibility arising under Paragraph (a) of Schedule Two of the AIM Rules to any person as and to the extent provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any responsibility to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Paragraph (a) of Schedule Two of the AIM Rules consenting to its inclusion in the AIM Admission Document. The Directors of the Company are responsible for preparing the historical consolidated financial information on the basis of preparation set out in paragraph 2 to the historical consolidated financial information. It is our responsibility to form an opinion on the financial information as to whether the historical consolidated financial information gives a true and fair view, for the purposes of the AIM Admission Document, and to report our opinion to you. BASIS OF OPINION We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgements made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity’s circumstances, consistently applied and adequately disclosed. We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement, whether caused by fraud or other irregularity or error. 41
OPINION In our opinion, the historical consolidated financial information gives, for the purposes of the AIM Admission Document dated 30 November 2006, a true and fair view of the state of affairs of BrainJuicer UK and its subsidiary undertakings as at the dates stated and of its results, cash flows and recognised gains and losses for the periods then ended in accordance with the basis of preparation set out in paragraph 2 and in accordance with the basis of preparation described in paragraph 2. DECLARATION For the purposes of Paragraph (a) of Schedule Two of the AIM Rules we are responsible for this report as part of the AIM admission document and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the AIM admission document in compliance with Schedule Two of the AIM Rules. Yours faithfully GRANT THORNTON UK LLP 42
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 41: 9 Notes to the financial informatio
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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