Admission Document - BrainJuicer

(e)
Pursuant to the exchange of options, the Company will enter into option agreements with each
of the individuals described in paragraph 2.8 of this Part VII pursuant to which an aggregate of
825,081 options over Ordinary Shares are granted. Details of the option agreements are
described in paragraphs 6.1 to 6.7 of this Part VII.
10. Intellectual Property
BrainJuicer UK’s core technology is the software platform and methodologies used to create, deliver,
manage and analyse online market research surveys for its clients. These elements were created by a number
of BrainJuicer UK employees and external consultants.
BrainJuicer UK has identified its “MindReading” research and reporting methodology as potentially
patentable. Applications have been made in various countries, including the UK, US, various continental
European territories and the Republic of South Africa. Only the South African application has proceeded to
grant so far. Methodology or process patents are difficult and time-consuming to obtain in Europe. The
Directors do not view the possible refusal of the patent applications as detrimental to the business. The
Directors do take the view though, that if the applications are successful in key territories, the patent(s) could
prevent competitors from automating the structuring of market research data resulting in competitive
advantage to BrainJuicer UK.
BrainJuicer UK uses (and has registered) the names BRAINJUICER and QUALI-TAXI in the UK and the
US and also owns the domain name www.brainjuicer.com (which is its main website) together with a
portfolio of other domain names which direct through to that website.
The Directors are not aware of any third party intellectual property rights which would prevent BrainJuicer
UK from exploiting its core and non-core technology.
11. Litigation
There are no legal or arbitration proceedings (including any such proceedings which are pending or
threatened of which the Directors are aware) against, or being brought by, the Company or any member of
the Group which are having or may have a significant effect on the Group’s financial position.
12. Working Capital
The Directors are of the opinion that, having made due and careful enquiry, and taking into account the net
proceeds of the Placing receivable by the Company, the Group will have sufficient working capital for its
present requirements, that is for at least 12 months from the date of Admission.
13. Taxation
The following paragraphs are intended only as a general guide to the current tax position under
United Kingdom taxation law and the practice of H M Revenue & Customs and do not constitute
advice to any shareholder on his or her personal tax position and may not apply to certain classes of
investor.
The statements made relate to shareholders and/or subscribers who are resident and ordinarily
resident in the United Kingdom for tax purposes, holding Ordinary Shares as investments and not as
an asset of a financial trade.
Prospective subscribers for Ordinary Shares who are in any doubt about their tax position and, in
particular, those who are subject to taxation in a jurisdiction other than the United Kingdom, are
strongly advised to consult their own professional adviser.
Venture Capital Trust (VCT) investors
The Directors believe that on Admission the Company’s current structure and activities should enable the
Ordinary Shares issued by the Company to be eligible shares and a qualifying holding for the purposes of
the VCT legislation.
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