Admission Document - BrainJuicer

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DIRECTORS, SECRETARY AND ADVISERS Directors John Victor Kearon (Chairman & Chief Executive) James Brodie Geddes (Chief Finance Officer) Mark Philip Muth (Non-Executive Director) Simon Cedric Valentine Godfrey (Non-Executive Director) All of whose business address and the registered office of the Company is: 13-14 Margaret Street London W1W 8RN Company secretary Nominated Adviser and Broker Auditors and reporting accountants to the Company Solicitors to the Company Solicitors to Teather & Greenwood Principal Bankers Registrars James Brodie Geddes Teather & Greenwood Limited Beaufort House 15 St Botolph Street London EC3A 7QR Grant Thornton UK LLP Byron House Cambridge Business Park Cowley Road Cambridge CB4 0WZ Taylor Wessing Carmelite 50 Victoria Embankment Blackfriars London EC4Y 0DX Mishcon de Reya Summit House 12 Red Lion Square London WC1R 4QD HSBC Bank plc P.O. Box 85 City Office Cambridge CB2 3HZ Capita IRG Plc (trading as “Capita Registrars”) Northern House Woodsome Park Fenay Bridge Huddersfield HD8 0LA 7
KEY INFORMATION THE FOLLOWING INFORMATION IS DERIVED FROM, AND SHOULD BE READ IN CONJUNCTION WITH, THE WHOLE OF THIS DOCUMENT, INCLUDING IN PARTICULAR PART II HEADED ‘RISK FACTORS’. Introduction BrainJuicer carries out quantitative online research using innovative, bespoke software to produce insightful market research for large, multinational companies, including 10 of the world’s top 50 companies (FT 500 September 2006). BrainJuicer operates in a growing sector of the US$23bn global research market, namely quantitative online research. BrainJuicer’s main competitors are large traditional market research providers who have dominated the market for off-line market research, such as AC Nielsen, Millward Brown, Research International and Taylor Nelson Sofres. Whilst the largest traditional research companies have developed their own online capability, BrainJuicer has a number of key attributes which have contributed to it achieving rapid growth and winning contracts with prestigious clients, including: • A scaleable online-only business model. Unlike the traditional research companies who maintain both on and offline data collection capabilities, BrainJuicer is able to focus on operating a scaleable online-only business model. • Research platform that delivers greater diagnostic insight. BrainJuicer has developed tools and award-winning techniques that enable it to provide a greater level of diagnostic insight into quantitative market research. These techniques enable clients to enhance their understanding of consumer preference and help them make decisions on the best way to develop their products and services. • Speed. BrainJuicer’s automated research techniques enable it to conduct complicated studies very quickly. BrainJuicer’s rapid deployment and results production, even on multi-country studies, provide clients with a speed to market advantage in the development of new products and services. To date the Group has conducted projects in over 50 countries and more than 30 languages and has established offices in the UK, the Netherlands and the US. The Group’s revenues come from full service market research work, and from its online Juicy Brains Panel in the UK. Financials The Company is a holding company and has not traded. The following financial information has been extracted from the historical consolidated financial information on the BrainJuicer UK Group contained in Part IV of this document and should be read in conjunction with the full text of this document. Investors should not rely solely on the summarised information in making their investment decisions. 2003 2004 2005 £’000 £’000 £’000 Turnover 1,032 2,614 2,936 EBIT (304) 187 23 EBT (301) 191 (17) Current trading and prospects As set out in the BrainJuicer UK Group’s unaudited consolidated interim results (contained in Part V of this document), in the six months ended 30 June 2006 the BrainJuicer UK Group reported unaudited profits 8
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: PLACING STATISTICS Placing Price 10
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 and 54: defined in section 94 of the Act) t
Page 55 and 56: share scheme (as defined in section
Page 57 and 58: 4. Articles of Association The Arti
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liability to the holders of shares
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(A) (B) the necessary quorum shall
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(iv) (v) (vi) (vii) Disposal of for
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and he may hold and be remunerated
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(vii) Election of two or more direc
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Pre-emption rights that apply on th
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agreement can be terminated upon si
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(m) Subject to the provisions of th
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(b) (c) Special circumstances inclu
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amendments regarding the limits on
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(e) Pursuant to the exchange of opt
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Other reliefs • Section 574 relie
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(ii) (iii) securities in the Compan
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Admission Document - BrainJuicer

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