Admission Document - BrainJuicer

The Company has received provisional approval from the HM Revenue & Customs that, on the basis of
information supplied, a holding of Ordinary Shares issued by the Company should be eligible shares and
may be part of a qualifying holding for the purposes of the VCT legislation.
Enterprise Investment Scheme (EIS)
The Directors believe that on Admission the Company’s current structure and activities should enable it to
meet the requirements of a qualifying company and the shares to be eligible shares under the EIS legislation,
potentially enabling eligible investors to benefit from certain tax reliefs on their investment.
The Company has received provisional approval from the HM Revenue & Customs that, on the basis of
information supplied, the Company should be a qualifying company for EIS purposes and the shares should
be eligible shares for EIS purposes. For the avoidance of doubt, this clearance does not guarantee the
availability of any form of EIS relief to any particular subscriber, as the availability of EIS relief also depends
on the individual’s personal circumstances.
EIS Reliefs
• Income tax relief
Individual investors eligible for EIS relief may be entitled to claim 20 per cent. income tax relief on
the Ordinary Shares subscribed for, up to a maximum for all such subscriptions of £400,000 in any
tax year. The limit was increased from £200,000 to £400,000 for shares issued on or after 6 April
2006. The minimum subscription to qualify for relief is £500 per individual.
• Capital Gains Tax exemption
This exemption applies to shares which are held by individuals upon which EIS income tax relief is
received where that relief is not restricted or later withdrawn.
Provided qualification for EIS income tax relief is maintained by the Company and by the individual
investor for a period of broadly three years after the share issue, a profit made by the investor on
disposal of the shares after three years from the date of issue of the shares may be free of capital gains
tax.
• Capital Gains Tax Deferral
Individuals and certain trustees subscribing for Ordinary Shares may be entitled to claim capital gains
tax deferral in respect of chargeable gains realised on asset disposals where the Ordinary Shares are
issued within the one year immediately before, and up to three years immediately following the time
the chargeable gain in question accrues.
Subject to satisfying various conditions, the relief allows a shareholder to defer part or all of a gain
made on a disposal that would otherwise normally crystallise a charge to tax. The amount of gain that
can be deferred is restricted to the amount of the re-investment and the deferred gain falls into charge
upon the occurrence of a chargeable event, such as the disposal of the Ordinary Shares. Unlike the
income tax relief, there is no maximum investment limit for CGT deferral.
If the gain to be deferred into EIS shares qualifies for taper relief, it is the untapered gain that is
deferred; the entitlement to taper relief is then considered when the gain comes back into charge.
EIS Tax Relief Certificates
Following conclusion of the Placing the Company may complete a form EIS1 seeking confirmation from
HM Revenue & Customs that the Company may issue the relevant tax certificates (forms EIS3) to those
eligible investors who have requested them.
Assuming receipt of formal approval and subject to HM Revenue & Customs working practices, it is
anticipated that the certificates EIS3, (from HM Revenue & Customs) which investors need in order to claim
their tax relief, will be available by May 2007.
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