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Admission Document - BrainJuicer

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“London Stock Exchange”<br />

“New Ordinary Shares”<br />

“Operator”<br />

“Ordinary Shares”<br />

“Placing”<br />

“Placing Agreement”<br />

“Placing Price”<br />

“Placing Shares”<br />

“QCA”<br />

“Series ‘A’ Preferred Share”<br />

“Shareholders”<br />

“Statutes”<br />

“Teather & Greenwood”<br />

“Treasury Shares”<br />

“uncertificated” or “in uncertificated<br />

form”<br />

“Unilever UK Holdings”<br />

“Unilever Ventures”<br />

“United Kingdom” or “UK”<br />

“US”<br />

“VCT”<br />

London Stock Exchange plc<br />

the 1,388,900 new Ordinary Shares to be issued by the Company<br />

pursuant to the Placing<br />

has the meaning given in the Uncertified Securities Regulations<br />

2001 (SI 2001 no. 3755) including any modification thereof and any<br />

rules made thereunder or any regulations in substitution thereof<br />

made under section 207 of the Act and for the time being in force<br />

ordinary shares of one pence each in the share capital of the<br />

Company<br />

the placing by Teather & Greenwood of the Placing Shares at the<br />

Placing Price pursuant to the Placing Agreement<br />

the conditional agreement between the Directors (1), the Company<br />

(2) and Teather & Greenwood (3), dated 30 November 2006,<br />

relating to the Placing, particulars of which are summarised in<br />

paragraph 9 of Part VII of this document<br />

the price of 108p per Placing Share<br />

the 1,388,900 Ordinary Shares which are the subject of the Placing<br />

the Quoted Companies Alliance<br />

series A convertible preferred shares of one pence each in the share<br />

capital of the Company<br />

holders of Ordinary Shares<br />

means the Act, the Companies Act 1989 and all other statutes,<br />

orders, prospectus rules (including the Prospectus Rules published<br />

by the FSA in its capacity as the competenent authority for the<br />

purposes of Part VI of the Financial Services and Markets Act<br />

2000), Listing Rules (including the AIM Rules and the Listing<br />

Rules and the Disclosure Rules published by the FSA), regulations<br />

and other subordinate legislation for the time being in force<br />

concerning companies so far as they apply to the Company<br />

Teather & Greenwood Limited, which is authorised and regulated in<br />

the United Kingdom by the FSA<br />

has the meaning given in the Act (as amended by The Companies<br />

Acquisition of Own Shares) (Treasury Shares) Regulations 2003<br />

and The Companies (Acquisition of Treasury Shares) No. 2<br />

Regulations 2003)<br />

an Ordinary Share recorded on the Company’s register as being held<br />

in uncertificated form in CREST and title to which, by virtue of the<br />

CREST Regulations, may be transferred by means of CREST<br />

Unilever UK Holdings Limited<br />

Unilever Ventures Limited, the investment adviser which negotiates<br />

venture capital investments on behalf of members of the Unilever<br />

group of companies (being a wholly owned subsidiary of Unilever<br />

UK Holdings)<br />

the United Kingdom of Great Britain and Northern Ireland<br />

the United States of America<br />

Venture Capital Trust<br />

4

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