Admission Document - BrainJuicer

defined in section 94 of the Act) to be made pursuant to the authority conferred on them
to allot relevant securities by resolution (i) above or otherwise as if sub-section (1) of
section 89 and sub-sections (1) to (6) of section 90 of the Act did not apply to any such
allotment provided that the power conferred by this resolution (ii) was limited to:
(A)
the allotment of equity securities to the then current shareholders of BrainJuicer
UK pursuant to a Share Exchange Agreement as defined and summarised in
paragraph 9.1(d) of this Part VII;
(B) the allotment of equity securities in connection with a placing of up to 1,120,000
new Ordinary Shares by the Company;
(C)
(D)
the grant of options and the allotment of equity securities pursuant to the exercise
of options granted under the terms of any share option scheme adopted or
operated by the Company; and
the allotment (otherwise than pursuant to sub-paragraphs (A) to (C) above) of
equity securities up to an aggregate nominal value representing 5 per cent. of the
allotted and fully paid share capital of the Company immediately following the
Admission (both issued and to be issued),
and so that this resolution (ii) shall cease to have effect when the authority conferred by
resolution (i) above is revoked or would (if not renewed) expire, but so that the Company may
before the expiry of this resolution (ii) make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the Directors may allot equity
securities in pursuance of that offer or agreement notwithstanding that the authority conferred
by this resolution (ii) has expired;
(e)
(f)
(g)
(h)
by a resolution passed on 5 October 2006, one unissued Series A Preferred Share was
converted and re-designated into one Ordinary Share;
on 14 November 2006, 6,294,067 Ordinary Shares and 4,817,041 Series A Preferred Shares
were issued to the former shareholders of BrainJuicer UK on the basis of 1 new Ordinary Share
for each ordinary share in BrainJuicer UK and 1 new Series A Preferred Share for each series
A convertible preferred share in BrainJuicer UK, in accordance with the Share Exchange
Agreement (as defined and summarised in paragraph 9.1(d) of this Part VII);
on 16 November 2006, 22,825 Ordinary Shares were issued to Yvonne Chien pursuant to the
exercise of an option over Ordinary Shares;
By a stock transfer form dated 20 November 2006, Yvonne Chien transferred 66,601 Ordinary
Shares to Unilever UK Holdings. This transfer was registered in the register of Members of the
Company on 23 November 2006;
(i) by resolutions passed on 22 November 2006;
(i)
(ii)
(iii)
that on receipt by the Company of a conversion notice pursuant to article 8 of the then
existing articles of association (the “Existing Articles”) the 4,817,042 issued Series A
Preferred Shares were re-designated as 4,817,042 Ordinary Shares in the capital of the
Company such that the entire issued and authorised share capital of the Company shall
be comprised of Ordinary Shares (the “Re-designation”).
that immediately following the Re-designation any authorised but unissued Series A
Preferred Shares in the capital of the Company were cancelled; and
that the new articles of association of the Company (the “Articles”) were adopted as
soon as reasonably practicable prior to Admission.
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