Admission Document - BrainJuicer

(ii)
(iii)
securities in the Company with a value of £10,000 or more calculated by reference to
the Placing Price; or
any other benefit with a value of £10,000 or more at the date of Admission.
14.10 Save in connection with the application for Admission, none of the Ordinary Shares have been
admitted to dealings on any recognised investment exchange and no application for such admission
has been made and it is not intended to make any other arrangements for dealings in the Ordinary
Shares on any such exchange.
14.11 There are no arrangements in existence under which future dividends are to be waived or agreed to be
waived.
14.12 The ISIN of Ordinary Shares is GB00B1GVQH21. The Placing Shares have been created under the
Act.
14.13 The Placing Shares will be in registered form and will be capable of being held in both certificated
and uncertificated form. The currency of the issue is sterling.
14.14 There have been no public takeover bids by the third parties in respect of the Company during the last
financial year or the current financial year, and there are no mandatory takeover bids and/or squeezeout
rules and sell-out rules in relation to the Ordinary Shares, although the City Code on Takeovers
and Mergers will apply.
14.15 Save as disclosed in Part II of this document, the Directors are unaware of:
14.15.1 any trends, uncertainties, demands, commitments or events that are reasonably likely to
have a material effect on the issuer’s prospects for at least the current financial year; and
14.15.2 any environmental issues that may affect the Company’s utilisation of its tangible fixed
assets.
14.16 The Company’s major shareholders will not have different voting rights to the Company’s other
shareholders upon and following Admission.
14.17 On Admission, the Existing Ordinary Shares shall account for 88.9 per cent. of the Enlarged Share
Capital. The Existing Shareholders will be diluted by the allotment and issue of the Placing Shares,
which will represent a 12.4 per cent. immediate dilution of the Existing Shareholders.
14.18 BrainJuicer UK’s auditors for the three years ended 31 December 2005 were Grant Thornton UK LLP
of Byron House, Cambridge Business Park, Cowley Road, Cambridge CB4 0WZ. Grant Thornton UK
LLP is a member of The Institute of Chartered Accountants in England and Wales.
14.19 The Company confirms that where the information is included in the document which has been
sourced from a third party, it has been accurately reproduced and, so far as the Company is aware and
is able to ascertain from information published by that third party, no facts have been omitted which
would render the reproduced information inaccurate or misleading.
14.20 Details of the related party transactions entered into during the period covered by the financial
information in Part IV of this document are set out in note 9.23 in Part IV of this document.
Date: 30 November 2006
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