Admission Document - BrainJuicer

PART VII
ADDITIONAL INFORMATION
1. The Company and its Subsidiaries
1.1 The Company was incorporated in England and Wales on 19 September 2006 under the name
BrainJuicer Group Limited with registered number 5940040 as a private company limited by shares
under the Act. The Company was re-registered as a public company on 28 November 2006. The
liability of the members of the Company is limited.
1.2 The Company’s registered office is at 13/14 Margaret Street, London W1W 8RN. The telephone
number of this office is 020 7043 1000.
1.3 The Company is the holding company of the following group of companies:
Proportion of Place of Date of Principal
Name ownership interest Incorporation Incorporation Activity
BrainJuicer UK wholly-owned by England and 29 December Online market
the company Wales 1999 research
BrainJuicer wholly-owned by Netherlands 26 May 2006 Online market
Netherlands BrainJuicer UK research
BrainJuicer USA wholly-owned by Delaware 12 August 2005 Online market
BrainJuicer UK USA research
2. Share capital
2.1 The following changes have occurred in the share capital of the Company:
(a)
(b)
(c)
on incorporation, the authorised share capital of the Company was £360,000 divided into
31,182,957 Ordinary Shares and 4,817,043 Series A Preferred Shares;
on incorporation, Huntsmoor Nominees Limited subscribed at par for one Ordinary Share and
subsequently transferred this share to John Kearon on 20 October 2006;
on 5 October 2006, Huntsmoor Limited subscribed at par for one Series A Preferred Share and
subsequently transferred this share to Unilever UK Holdings on 20 October 2006.
(d) by resolutions passed on 5 October 2006:
(i)
(ii)
in substitution for all existing authorities, the Directors were generally and
unconditionally authorised pursuant to section 80 of the Act to exercise all the powers
of the Company to allot relevant securities (as defined in section 80 of the Act) provided
that the authority granted was limited to the allotment and issue of up to a maximum of
the authorised but unissued share capital of the Company for a period expiring (unless
previously renewed or revoked by the Company in general meeting) on the date which
is 15 months after the date of the passing of this resolution, or at the conclusion of the
next annual general meeting of the Company following the date of the passing of this
resolution if that shall occur sooner, but so that the Company may before such expiry
make an offer or agreement which would or might require relevant securities to be
allotted after such expiry and the Directors may allot relevant securities in pursuance of
that offer or agreement notwithstanding that the authority hereby conferred had expired;
in substitution for all existing authorities granted by the Company in general meeting
pursuant to section 95 of the Act but without prejudice to any allotments of equity
securities pursuant to such authorities prior to the date of this resolution, the Directors
were empowered in accordance with section 95 of the Act to allot equity securities (as
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