Admission Document - BrainJuicer

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(j) on 30 November 2006, 27,778 Ordinary Shares were issued to Yvonne Chien pursuant to the exercise of an option over Ordinary Shares. (k) by resolutions passed on 30 November 2006: 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 defined in section 94 of the Act) to be made pursuant to the authority conferred on them to allot relevant securities by ordinary resolution passed on 5 October 2006 or otherwise as if sub-section (1) of section 89 and subsections (1) to (6) of section 90 of the Act do not apply to any such allotment provided that the power conferred by this resolution shall be limited to: (i) (ii) (iii) the allotment of equity securities in connection with the Placing (as such term is defined and more fully explained in the circular letter sent to shareholders on 23 October 2006); 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; the allotment otherwise than pursuant to (i) and (ii) above of equity securities up to an aggregate nominal amount representing 5 per cent. of the allotted and fully paid share capital of the Company immediately following admission of the ordinary share capital of the Company to trading on the AIM market of the London Stock Exchange (both issued and to be issued), and so that this resolution shall cease to have effect when the authority conferred on the directors to allot relevant securities by ordinary resolution passed on 5 October 2006 is revoked or would (if not revoked) expire, but so that the Company may before the expiry of this resolution 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 has expired. 2.2 As at the date of this document, the authorised and issued share capital of the Company is as follows: Number £ Authorised Ordinary Share Capital 36,000,000 360,000 Issued and fully paid Ordinary Shares 11,161,713 111,617 2.3 On Admission the authorised and issued share capital of the Company is expected to be as follows: Number £ Authorised Ordinary Share Capital 36,000,000 360,000 Issued and fully paid Ordinary Shares 12,550,613 125,506 2.4 Save as disclosed in paragraphs 2.1, 2.2 and 2.3 of this Part VII, there have been no changes to the authorised and issued share capital. 2.5 Save as disclosed in this Part VII: (a) (b) (c) (d) no share or loan capital of the Company has been issued or is now proposed to be issued, fully or partly paid either for cash or for a consideration other than cash; no share or loan capital of the Company or any of its subsidiary undertakings is under option or is agreed conditionally or unconditionally to be put under option; no commission discount, brokerage or any other special term has been granted by the Company or is now proposed in connection with the issue or sale of any part of the share or loan capital of the Company; and no fee and no founder, management or deferred shares have been issued by the Company. 2.6 The provisions of section 89(1) of the Act (which, to the extent not disapplied pursuant to section 95 of the Act) confer on shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash other than by way of allotment to employees under employee’s 53
share scheme (as defined in section 743 of the Act) and will apply to the authorised but unissued share capital of the Company except to the extent disapplied by the resolutions referred to in paragraph 2.1(f) of this Part VII. 2.7 All the Ordinary Shares will rank pari passu in all respects including with regard to dividends. 2.8 Following the exchange of options described in paragraph 9.1(e) of Part VII, options will exist over 825,081 Ordinary Shares 1 ,including those granted to Directors andseniormanagement: Date of Grant of option over Number of shares in Ordinary Shares Name BrainJuicer UK in the Company Exercise price £ Simon Godfrey 21/01/2003 84,298 0.1141779445 Yvonne Chien 21/01/2003 82,648 0.1141779445 Andrew Hogbin 21/01/2003 100,556 0.1141779445 James Geddes 15/09/2003 228,810 0.1141779445 Tony Cook 18/03/2004 602 0.1141779445 Russell Gray 18/03/2004 5,419 0.1141779445 Russell Gray 10/01/2005 13,548 0.6227887884 Ed Harrison 18/03/2004 1,204 0.1141779445 Ed Harrison 10/01/2005 2,409 0.6227887884 Ed Harrison 28/02/2006 3,011 0.6227887884 Jonathan Morgan-Jones 01/04/2004 2,107 0.1141779445 Jonathan Morgan-Jones 10/01/2005 2,409 0.6227887884 Jonathan Morgan-Jones 28/02/2006 3,011 0.6227887884 S Chilvers 10/01/2005 18,064 0.6227887884 HMcCarthy 10/01/2005 18,064 0.6227887884 M Methorst 10/01/2005 2,409 0.6227887884 M Methorst 28/02/2006 3,011 0.6227887884 D Powderhill 10/01/2005 1,204 0.6227887884 D Powderhill 28/02/2006 3,011 0.6227887884 A Rose 10/01/2005 1,806 0.6227887884 A Rose 28/02/2006 3,011 0.6227887884 M Langley 10/01/2005 1,806 0.6227887884 M Langley 28/02/2006 3,011 0.6227887884 B Hughes 10/01/2005 1,204 0.6227887884 B Hughes 28/02/2006 3,011 0.6227887884 B Gora 10/01/2005 1,806 0.6227887884 B Gora 28/02/2006 3,011 0.6227887884 K Kabra 10/01/2005 18,064 0.6227887884 K Kabra 11/07/2005 6,021 0.6227887884 W Goodhand 10/01/2005 1,204 0.6227887884 W Goodhand 28/02/2006 3,011 0.6227887884 A Martinez 10/01/2005 1,204 0.6227887884 A Martinez 28/02/2006 3,011 0.6227887884 E Cumber 10/01/2005 1,204 0.6227887884 ECooper (formerly Cumber) 28/02/2006 3,011 0.6227887884 R Barlow-Brown 10/01/2005 1,204 0.6227887884 1 If any options are not exchanged as described in paragraph 6.1 of this Part VII, they will lapse on the expiration of six months following the acquisition of BrainJuicer UK by the Company pursuant to the Share Exchange Agreement described in paragraph 9.1(d) of this Part VII. 54
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 43 and 44: OPINION In our opinion, the histori
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: defined in section 94 of the Act) t
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
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Admission Document - BrainJuicer

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