8th Oct 2007 07:01
YouGov PLC08 October 2007 8 October 2007 YouGov plc Preliminary Results for the period ended 31 July 2007 Organic growth drives turnover and profits; Acquisitions extend future growth opportunities Highlights Financial highlights * Group turnover increased 51% to £14.3m (2006:£9.5m) * Profit before tax and goodwill up 39% from £4.1m to £5.7m * Earnings per share increased 36% from 4.5p to 6.1p (restated for 5:1 share split) * Net assets increased 56% from £6.8m to £10.6m * Operations have strong cash generation, £4m cash on balance sheet Operational highlights * Core UK business grew turnover 63% to £7.8m * UK headquarters relocated to a new office allowing for growth in revenue generating headcount * BrandIndex and Omnibus have performed well and each has a dedicated sales team in place * Middle East revenues increased 39% driven by a combination of the acquisition of Siraj and new clients across the enlarged business * Siraj has now been fully integrated into the Group and a new office was opened in Jeddah to support our continued expansion in the Middle East • YouGov's range of services increased with the establishment of the Organisational Consulting and Health teams • Post year-end acquisitions extend geographic reach Commenting on the results Nadhim Zahawi, Co-Founder and CEO of YouGov said; "YouGov has again performed extremely well reflecting our strong organic growthduring the year. This illustrates the continued success of our strategy, whichhas been accelerated by post year-end acquisitions which will drive our futuregrowth opportunities Ultimately we aim to provide a constant stream of primary data from strategicbusiness hubs around the world, with a global panel and a global set ofsyndicated products "the YouGov screen". Since the year end we have completedthree acquisitions which are a significant step towards that goal. Our focus isnow on the integration of these businesses into our Group and the developmentand implementation of Group wide systems and products. The 2007/08 financialyear has started well with trading in line with the Board's expectations. As aresult we are confident that the current financial year will be anothersuccessful year for YouGov. Enquiries: YouGov plc Nadhim Zahawi (CEO) Tel: 020 7012 6000 Katherine Lee (CFO) Numis Securities Limited Jag Mundi Tel: 020 7260 1000 James Sergeant Financial Dynamics Charles Palmer Tel: 020 7831 3113 Nicola Biles Chairman's Statement The financial year ended 31 July 2007, has been an excellent one for YouGov withorganic development and acquisitions both leading to strong growth in turnoverand profits. Group turnover for the year has increased by 51% to £14.3 million (against: £9.5million last year). Profit before tax and goodwill was up 39% at £5.7 million(£4.1 million last year). Our headline earnings per share grew 36% to 6.1 pencefrom 4.5 pence. Consistent with our plans to reinvest our cashflow into ongoing developments, weare not proposing the payment of a dividend. YouGov serves its clients by providing research insights ranging from changingconsumer opinions towards brands to voting intentions in elections and attitudestowards social and commercial issues. Over the past twelve months we haveincreased our range of clients, broadened the number of services we have onoffer and extended our geographical reach. YouGov has been one of the mostsuccessful pioneers of internet based research and this is reflected in the highdemand for our products and services and by the interest shown by potentialrecruits. Following our expansion during the last year and the recent post-balance sheetevents we now operate through strong subsidiary companies in Europe, NorthAmerica and the Middle East which will allow us to meet increasinglymulti-national requirements of our clients. Building a stronger business In the past year we have focused on international growth and strengthening ourproduct offering. We successfully integrated the Siraj business which we acquired on 30 July 2006.In December 2006, we acquired an initial 32% (£3.8 million) stake in ourassociate business Polimetrix, based in Palo Alto and Washington, USA. In March 2007 we launched a new joint venture YouGovCentaur, a 50:50 jointventure with Centaur publishing, with 33 titles (including: The Lawyer, TheEngineer etc) to create a new UK based market research agency with a focus onthe business-to-business sector. In April 2007 we announced YouGovStone, a 51% joint venture with London's "Queenof Networking" Carole Stone, weaving prominent social and industry commentatorsinto specialist opinion leader panels. In addition we announced the creation of YouGovAlpha, the vehicle we havecreated to service clients in the investment industry, following the mutuallyagreed disbanding of YouGovExecution by YouGov and Execution, the 50:50 jointventure partners. On 27 July 2007 we announced the acquisition of psychonomics AG, a leadingmarket research agency based in Cologne, Germany for €20.75 million. We have made a number of significant new senior appointments in our core UKbusiness to strengthen our team as the business continues to grow. Board Changes I was appointed as non executive Chairman in January 2007 taking over from PeterKellner who remains on the Board as President of YouGov plc and who continues inhis executive role leading the development of our political and opinionresearch. I would like to thank Peter for handing over the non-executiveChairman's role at a time when the company is in such robust good shape and withsuch exciting prospects. Panos Manolopoulos has taken on the role of Managing Director InternationalDevelopment and for the time being his position as Managing Director of YouGovUK is being filled by our CEO Nadhim Zahawi. Recent Events On 27 July 2007 we announced the first in a series of transactions; our Germanexpansion through the acquisition of psychonomics AG. This was followed, postyear end, when we made the decision to acquire the remaining 68% stake inPolimetrix, our US associate and acquired Zapera, a business based in severalcountries in Scandinavia. These acquisitions have been funded through a shareplacing, which our shareholders approved on 3 September 2007. These acquisitionswill allow us to accelerate our growth and are consistent with the strategy weoutlined this time last year when we started the restructuring of the Group. Future Prospects and Outlook Following the successful acquisitions in the USA, Germany and Scandinavia, ourfocus is on the integration of these businesses into our group, and thedevelopment of group wide systems and products. We also have numerous organic growth opportunities to pursue across the enlargedGroup and will continue to look at complementary acquisitions that meet ourstrict criteria. The current financial year has started well, and trading is in-line with theBoard's expectations. As a result we are confident that 2007/2008 will beanother successful year for YouGov. Conclusion We have many exciting opportunities ahead of us and we have a growing talentedand energetic team of individuals driving and supporting the Group'sdevelopment. I take this opportunity on behalf of the Board to thank all our teams for theirhard work and I look forward to our continued success in the year to July 2008. Roger Parry Chairman 8 October 2007 Chief Executive's Report The Business and its ObjectivesYouGov is a full service online research agency. YouGov uses proprietarymethodologies to produce accurate, cost-effective and representative research.We constantly strive to achieve better quality research using experiencedresearchers and smart technology. We believe that the future leaders of thisindustry are companies with great research brains and great technology. Our objectives are the following: + To provide high quality accurate research to our customers + To expand our offering to new clients within new business sectors + To roll-out new products and services + To internationalise our products and business, thus providing our clients with a facility to use YouGov in the major business hubs of the world where they operate During the current financial year we operated in three distinct geographicalareas; in the UK, the Middle East and North America, through our associatePolimetrix. Review of OperationsYouGov's business performance throughout the year has been strong. In the UK wehave moved to new offices, quadrupling our capacity to allow for our growth inheadcount in the forthcoming financial year. We are very pleased with thebusiness performance in the UK and the Middle East. The YouGov brand continues to obtain substantial media coverage in both the UKand the Middle East. We continue to be the most quoted market research agency inthese territories. Our brand is strong and we strive to protect it. YouGov retains substantial intellectual capital, not only in terms of our uniquetechnological solutions, but also in our methodology. We maintain an ongoing programme of research and development and investment inour intellectual capital. Research and development is a priority at YouGov henceits leadership by Stephan Shakespeare co-founder and Chief Innovations Officer. Our UK operations have grown strongly with revenues growing by 65% from £4.8million in the year ending 31 July 2006 to £7.9 million in the year ending 31July 2007. This performance reflects our focus on our complementary range ofproducts: BrandIndex, Omnibus and our bespoke offering. At a time of ongoing investment in the business, we have seen no margin pressurein our business overall as clients have continuously valued the quality anddepth of our research to meet their business needs. In the Middle East operations revenues have grown by 39% from £4.6 million inthe year ending 31 July 2006 to £6.4 million in the year ending 31 July 2007.This has been driven by the acquisition of Siraj in July 2006 and the goodorganic growth of our client base. At the beginning of the last financial year, we established an Operational Boardwhich is chaired by myself, and includes our Chief Financial Officer, ChiefInnovations Officer and the country representatives. This reorganisation wasvital to allow us to manage our business whilst delivering growth and greaterinternationalisation. We launched two new businesses in the year, YouGovCentaur and YouGovStone, whichare both contributing as expected. YouGovCentaur will focus on the lucrative area of specialist panels from lawyersto engineers and marketeers. We will engage with these audiences so as toprovide clients with an in depth research and product portfolio that meets theirbusiness needs. YouGovStone focuses on opinion leader research. More and more companies andorganisations are seeking ways of understanding how opinion leaders affect theworld we live in. Following the year end, we announced that we have concluded our joint venturewith Execution, YouGovExecution, and launched YouGovAlpha, YouGov's 100%subsidiary to take primary research for the investment community forward. We believe that companies are about people and I want to thank everyone who hasworked so hard to make 2007 a success and look forward to a successful 2008. Our future strategyWe are well positioned to be the premier international provider of market andopinion research. We are focused on specific industry sectors such as media,financial services, brand, health, consumer, organisational and public sectorresearch. We will continue to recruit the best minds and apply our technologicaldevelopment to support our growth. We will roll out our syndicated research with BrandIndex being launched in theUSA and other geographies. Post year end, we acquired psychonomics, a top 10agency in Germany, and Zapera, the "jewel of the Nordic region", in Scandinaviaand exercised our option to acquire Polimetrix in the USA. This gives us apresence in five of our target hubs around the world. As well as in-depth knowledge within specific industry areas, the acquisitionswill extend YouGov's capability in target geographies for growth. Significantparts of the acquired businesses will be moved to YouGov's model and the staffwill be retained for their sector expertise. Ultimately we aim to provide a constant stream of primary data from strategicbusiness hubs around the world with a global panel and a global set ofsyndicated products: "The YouGov Screen". These acquisitions are a significantstep towards achieving that goal. Chief Financial Officer's report The financial year to 31 July 2007 has been busy in terms of organic expansionand corporate activity. Twelve months ago we operated in two jurisdictions, theUK and the Middle East, with a headcount of 59, at the time of writing, we nowhave significant operations in three additional jurisdictions, the USA, Germanyand Scandinavia and 301 talented individuals driving our expansion strategy. This has been achieved by a commitment to our strategy of prudent organicgrowth, and careful acquisitions and opportunity-led joint ventures. Results RevenuesGroup revenues have grown strongly, increasing by 51% from £9.5 million to £14.3million. The core UK business grew by 63% to £7.8 million from £4.8 millionwhilst the Middle East business grew by 39% from £4.6 million to £6.4 million. YouGovStone contributed £68,000 to Group revenues and YouGovExecutioncontributed £270,000. Profit Before TaxYouGov continues to generate strong margins across all of our operations. TheGroup margin was 39% compared with 43% last year, reflecting the strategicinvestment in intrastructure and significant revenue generating headcount acrossall businesses. TaxationTaxation reflects charges at the effective rate of 30% for UK operations andzero for our Middle East operations, which operate in the Free Zone in Dubai.The effective Group taxation rate is 11% (2006: 13%). AssetsTangible fixed assets have increased by 250% from £0.2 million to £0.7 millionreflecting an ongoing investment in infrastructure, such as our new surveyplatform, iPollster. Intangible fixed assets including goodwill from our associate, has increased by208% to £3.7 million from £1.2 million. This reflects a net increase of £2.5million relating to goodwill and £0.3 million of technological infrastructurecosts. The Group's share of net assets of YouGovExecution, YouGovCentaur and Polimetrixis £111,000, £16,000 and £1.1 million respectively. Group net assets have increased by 56% from £6.8 million to £10.6 million. Working Capital DebtorsTrade debtors have increased by 40% from £3.5 million to £4.9 million reflectingincreased activity and debtor days remain consistent at 94 debtor days (2006: 90days) CreditorsGroup creditors have increased by 32% from £2.8 million to £3.7 million whichreflects the additional costs being borne by the business as investment is madeto the infrastructure. CashThe Group cash position has fallen 25% from £5.5 million to £4.1 million as aresult of investments made during the period. Cash generation remains strong and £4.8 million of funds were generated fromoperating activities during the period. FacilityWe have an agreement in principal with The Royal Bank of Scotland for afacility of £11.5 million for working capital and acquisition finance. Capital & Equity Share SplitOn 10 April 2007 the company undertook a 5:1 share split to create greaterliquidity for YouGov plc shares. Earnings Per ShareEarnings per share for the year to 31 July 2007 is 6.1p, an increase of 36% from4.5p (adjusted for the 5:1 share split on 10 April 2007) for the year to 31 July2006. This demonstrates the success of the strategies the Board have implementedduring the current year and have put in place for the future. Shareholder ReturnYouGov has seen its share price rise from £0.98 (adjusted for the 5:1 sharesplit on 10 April 2007) at 31 July 2006 to £1.49 at 31 July 2007, an increase of52%. RisksOur business, as any other, faces substantial risks, which the directors workhard to mitigate and address. Post Balance Sheet - Share IssueOn 6 September 2007 we undertook a placing for cash of 19,285,714 new 0.2pordinary shares to institutional investors at £1.40 share. In addition we issuedshares and granted options of an aggregate value of £11.3 million. This wasundertaken to fund the acquisitions outlined above. Accounting PoliciesWe apply a suite of regular accounting policies to assist us in reporting ourfinancial position and results. International Financial Reporting StandardsThe directors are aware that the Company has passed the transition date forreporting comparative figures under International Financial Reporting Standards(IFRS). The Audit Committee has a carefully defined plan to manage theimplementation of IFRS. In so doing we have considered the impact that IFRS will have upon our financialstatements and the Board believes that this impact will not be material. Areconciliation from UK GAAP to IFRS will be presented with our interim reportfor the period to January 2008. Corporate Finance ActivityDuring the period we launched two joint ventures, YouGovCentaur and YouGovStone.In March 2007 YouGov plc and Centaur plc took a 50% stake in YouGovCentaur, eachcontributing £30,000 capital and £70,000 in loans. YouGovStone was set up withCarole Stone, London's "Queen of networking'', bringing YouGov's researchexpertise to Carole's existing panel of 30,000 contacts. In December 2006 we acquired a 32% stake in a US based company, Polimetrix for aconsideration of $7.5 million with a conditional option to acquire the remainingshare capital. Post year end we have also been busy, announcing three acquisitions, Polimetrix,Zapera and psychonomics and have formed a 100% owned subsidiary; YouGovAlpha. Following the year end, YouGov acquired the remaining 68% of the share capitalof Polimetrix Inc for $2.10 per share. The total consideration is $24.1 millionof which $8.6 million was satisfied in cash with the remaining $15.5 millionbeing satisfied by the allotment of shares and by the grant of options ($2.7million). At the same time we acquired 100% of the share capital of Zapera, a Scandinavianonline research agency, for £5.3 million of which £4.9 million was satisfied incash with the remaining £0.4 million being satisfied through the allotment ofshares. A further £2 million was used to settle liabilities and a further £2.25million may become payable to the sellers subject to certain financial hurdlesfor the 12 month period to 31 July 2008 being met. An earn-out has also beenput in place for the two financial years ending 31 July 2010. Under thisearn-out, based on financial targets being met, a maximum of £1.25 million willbe payable, 50% in cash and 50% in Ordinary Shares. On 27 July 2007 we announced the conditional acquisition of the entire issuedshare capital of psychonomics for €20.75 million of which €15.75 million wassatisfied in cash and the remaining €5 million, being satisfied through theallotment of shares. The psychonomics sellers are entitled to be paid the precompletion profits of psychonomics for the current year capped at €1.5 million.An earn-out has also been put in place for the two financial years ending 31December 2008. Under this earn-out, based on financial targets being met, amaximum of a further €3 million will be payable, either in cash or shares. Theacquisition did not become unconditional until after the period end and so wasnot consolidated in the current reporting period. YouGovAlpha rose from the cessation of YouGovExecution. YouGov plc has agreed tocover working capital requirements in the short term. Consolidated Profit and Loss Account For the year ended 31 July 2007 Note 2007 2006 £'000 £'000 Turnover: group and share of joint ventures 14,573 9,567Less: share of joint ventures' turnover (270) (95)Group turnover - continuing operations* 1 14,303 9,472 Cost of sales 2 (2,647) (2,153)Gross profit 11,656 7,319 Other operating charges 2 (6,061) (3,466)Group operating profit before amortisation of 5,595 3,853goodwill Amortisation of goodwill of subsidiary 8 (56) -Amortisation of goodwill of associate 10 (76) - Group operating profit - continuing operations 5,463 3,853Share of operating (loss)/profit in joint ventures (4) 9Share of operating loss in associate (172) - 5,287 3,862 Other income Management fee 10 - 1 5,297 3,862 Interest Interest receivable 188 192Interest payable (2) (1)Net interest 3 186 191Share of interest in joint ventures 1 -Share of interest in associate 36 - 223 191 Profit on ordinary activities before taxation 1 5,520 4,053 Tax on profit on ordinary activities (623) (542)Share of tax in joint ventures 2 -Share of tax in associate (1) - 5 (622) (542) Profit on ordinary activities after taxation 4,898 3,511 Minority interests - equity (794) (521) Retained profit on ordinary activities after 20 4,104 2,990taxation and minority interests Basic earnings per share** 7 6.1 4.5Diluted earnings per share** 7 5.8 4.2 * All operations are continuing. The full integration of the trade and assets ofSiraj Marketing and Research Agency means that acquisitions have not beenreported separately. ** Restated for the 5:1 share split on 10 April 2007 Consolidated Statement of Total Recognised Gains & Losses For the year ended 31 July 2007 Note 2007 2006 £'000 £'000 Exchange difference on translation of foreign (360) -operations Net Loss recognised directly in equity (360) -Profit for the year 4,104 2,990Total recognised gains and losses for the period 3,744 2,990 Consolidated Balance Sheet As at 31 July 2007 Note 2007 2006 £'000 £'000 Fixed assets Intangible assets 8 1,177 1,171Tangible assets 9 699 158Investments general 10 685 -Investment in joint ventures Share of gross assets 288 123Share of gross liabilities (161) (13) 10 127 110 Investment in associate 10 3,651 - 6,339 1,439Current assets Debtors 11 5,699 3,699Cash at bank and in hand 4,061 5,546 9,760 9,245 Creditors: amounts falling due within one 12 (3,665) (2,796)year Total assets less current liabilities 12,434 7,888Creditors: amounts falling due after more 13 (334) (365)than one year Provisions for liabilities 15 (56) (12)Minority interests - equity (1,460) (743) 1 10,584 6,768 Capital & reserves Called up share capital 16 135 134Share premium account 18 3,026 2,943Profit and loss account 18 7,423 3,691 20 10,584 6,768 Company balance sheet As at 31 July 2007 Note 2007 2006 £'000 £'000 Fixed assets Intangible assets 8 63 -Tangible assets 9 603 108Investments 10 820 106 1,486 214Current assets Debtors 11 6,758 1,534Cash at bank and in hand 3,994 5,107 10,752 6,641 Creditors: amounts falling due within 12 (5,682) (1,928)one year Net current assets 5,070 4,713 Total assets less current liabilities 6,556 4,927 Provisions for liabilities 15 (56) (12) 6,500 4,915 Capital and reserves Called up share capital 16 135 134Share premium account 18 3,026 2,943Profit and loss account 18 3,339 1,838Shareholders' funds 6,500 4,915 Consolidated Cashflow Statement For the year ended 31 July 2007 Note 2007 2006 £'000 £'000 Net cash inflow from operating activities 19 4,806 2,896 Returns on investments and servicing of finance Interest received 234 181Interest paid (2) (1)Net cash inflow from returns on investments 232 180and servicing of finance Taxation (960) (318) Capital expenditure and financial investment Purchase of intangible fixed assets (168) (806)Purchase of tangible fixed assets (682) (133)Cost of investment in subsidiary (5) -Cost of investment in joint venture (34) (100)Cost of investment in associate (3,727) -Cost of investment completed post year end (676) -Net cash outflow from capital expenditure (5,292) (1,039)and financial investment Financing Issue of shares 1 1Premium on issue of shares 102 30Expenses offset against share premium (19) -account Net cash inflow from financing 84 31 (Decrease)/increase in cash 21 (1,130) 1,750 Notes to the financial statements 1 TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION Turnover is attributable to market research. An analysis of turnover bygeographical market is given below: Turnover Profit before Net assets taxation 2007 2006 2007 2006 2007 2006 £'000 £'000 £'000 £'000 £'000 £'000 UK 7,880 4,849 2,724 1,898 5,160 4,809Middle East 6,423 4,623 2,825 1,955 1,646 1,698Middle East Acquisition - - - - - 151 14,303 9,472 5,549 3,853 6,806 6,658Common costs - - Operating profit 5,549 3,853 Share of turnover, 270 95 (4) 9 127 110operating profit and net assets of joint ventures Share of loss before tax (248) - 3,651 -and net assets of associate 14,573 9,567 5,297 3,862 10,584 6,768Net interest 223 191 Unallocated assets - -Group turnover and share 14,573 9,567 of joint ventures Group profit before 5,520 4,053 taxation, minority interests and extraordinary items Group net assets 10,584 6,768 All YouGov businesses are continuing operations. The old Siraj Marketing andResearch business cannot be disaggregated from our operations in the Middle Eastas these have become fully integrated into our pre-existing Middle Eastbusiness. Barter Transactions YouGov entered into barter transactions in the UK totalling £237,000 (2006:£nil). In YouGovSiraj barter transactions totalled £155,000 (2006: £54,000).Barter transactions involving advertising totalling £392,000 (2006: £54,000)have been included in turnover as per UITF 26. The profit on ordinary activities before taxation is stated after: 2007 2006 £'000 £'000 Fees payable to the group's auditors for the audit of 28 27 the group accounts Fees payable to the group's auditors for the audit of 3 - the subsidiary accounts Fees payable to the group's auditors for the audit of 1 - the associate accounts Fees payable to the group's auditors for the audit of 1 - the joint ventures' accounts Fees payable to the group's auditors for tax 7 1 compliance fees Fees payable to the group's auditors for interim 4 4 review fee Fees payable to the group's auditors for other 7 1 services Audit work for the individual accounts of YouGovME FZ - 1 LLC Depreciation and amortisation: Goodwill 132 - Intangible fixed assets 9 - Tangible fixed assets, owned 114 34 Assets under hire purchase 12 4 (Profit)/loss on the dirposal of fixed assets 13 - Other operating lease rentals: Plant and machinery 3 2 Land and buildings 243 83 2 COST OF SALES AND OTHER OPERATING CHARGES 2007 2006 £'000 £'000 Cost of sales 2,647 2,153 Other operating charges: Selling and marketing 1,501 347Administrative expenses 4,117 2,941Establishment costs 443 178 6,061 3,466 3 NET INTEREST 2007 2006 £'000 £'000 Interest on hire purchase (2) (1)Other interest receivable and similar income 188 192 186 191 4 DIRECTORS AND EMPLOYEES Staff costs during the year were as follows: 2007 2006 The group £'000 £'000 Wages and salaries 3,596 1,864 Social security costs 275 187 Share based payments 37 - Other benefits 126 - 4,034 2,051 2007 2006 The company £'000 £'000 Wages and salaries 2,833 1,614 Social security costs 271 187 Share based payments 37 - Other benefits 9 - 3,150 1,801 The average number of employees of the group during the year was 76 (2006: 42).The average number of employees of the company during the year was 54 (2006:34). Remuneration in respect of directors was as follows: 2007 2006 £'000 £'000 Emoluments 1,269 741 The amounts set out above include remuneration in respect of the highest paiddirector as follows: 2007 2006 £'000 £'000 Emoluments 276 175 The aggregate gain made by Panos Manolopoulos on the exercise of his shareoptions is set out below: No. Exercise Market Gain options price price £ Date of exercise 19 January 2007 283,455 £0.18 £1.875 480,45610 April 2007 283,455 £0.18 £1.885 483,291 963,747 Directors' emoluments include the amount of £52,246 paid to West EightInvestments Limited. This company is owned and controlled by Roger Parry, ournon-executive Chairman. 5 TAX ON PROFIT ON ORDINARY ACTIVITIES The tax charge represents: 2007 2006 £'000 £'000 Profit on ordinary activities before tax 5,520 4,053Profit on ordinary activities multiplied by the 1,656 1,216 standard rate of corporation tax in the year Overseas earnings not assessable to UK corporation tax (1,026) (710) United Kingdom corporation tax at 30% (2006: 30%) 630 506 Adjustment in respect of prior period (19) 14 Expenses not deductible for tax purposes 12 17 Depreciation in excess of capital allowances (45) 4 Total current tax 578 541 Origination and reversal of timing differences 44 1 Total deferred tax 44 1 Tax on profit on ordinary activities 622 542 6 PROFIT FOR THE FINANCIAL YEAR The parent company's profit for the year was £1,501,000 (2006: £1,680,000). 7 EARNINGS PER SHARE 2007 2006 Earnings Weighted Per Earnings Weighted Per average share average share number of amount number of amount shares shares * * £'000 pence £'000 pence Profit attributable 4,104 2,990 to shareholders Basic earnings per share Earnings 67,350,959 6.1 66,790,785 4.5attributable to ordinary shareholders Dilutive effect of securities Options 3,461,575 4,039,930 Diluted earnings per share Adjusted earnings 70,812,534 5.8 70,830,715 4.2 Adjusted profit 4,236 2,990 attributable to shareholders Basic earnings per share Earnings 67,350,959 6.3 66,790,785 4.5attributable to ordinary shareholders Dilutive effect of securities Options 3,461,575 4,039,930 Diluted earnings per share Adjusted earnings 70,812,534 6.0 70,830,715 4.2 * Restated for the 5:1 share split on 10 April 2007 The EPS calculation above does not take account of new shares issued asconsideration by way of placing to satisfy the consideration on the threeacquisitions of Zapera, Polimetrix and psychonomics. Reconciliation of profit and adjusted profit 2007 2006 attributable to shareholders £'000 £'000 Profit attributable to shareholders 4,104 2,990 Add: amortisation of goodwill 132 -Adjusted profit attributable to shareholders 4,236 2,990 8 INTANGIBLE FIXED ASSETS The group Goodwill Panel Trademarks Total acquisition costs £'000 £'000 £'000 £'000Cost At 1 August 2006 1,171 - - 1,171 Additions 16 124 28 168 Foreign exchange movement on (97) - - (97) retranslation At 31 July 2007 1,090 124 28 1,242 Amortisation At 1 August 2006 - - - - Provided in the year 56 9 - 65 At 31 July 2007 56 9 - 65 Net book amount at 31 July 2007 1,034 115 28 1,177 Net book amount at 31 July 2006 1,171 - - 1,171 The company Goodwill Panel Trademarks Total acquisition costs £'000 £'000 £'000 £'000Cost At 1 August 2006 - - - - Additions - 41 25 66 At 31 July 2007 - 41 25 66 Depreciation At 1 August 2006 - - - - Provided in the year - 3 - 3 At 31 July 2007 - 3 - 3 Net book amount at 31 July 2007 - 38 25 63 Net book amount at 31 July 2006 - - - - The valuation method for intangibles is arms length purchase price (less fairvalue of assets acquired, in the case of goodwill) for goodwill, panelacquisition cost and trademarks. 9 TANGIBLE FIXED ASSETS Fixture Motor Leasehold Total & vehicles property & Software fittings Computer improvements development software costs & hardware The group £'000 £'000 £'000 £'000 £'000 £'000 Cost At 1 August 2006 - 52 96 22 54 224 Additions 133 138 194 28 189 682 Disposals - (5) (17) - (17) (39) Reclassification - 30 - - (30) - At 31 July 2007 133 215 273 50 196 867 Depreciation At 1 August 2006 - 16 33 4 13 66 Provided in the year - 31 56 13 26 126 Disposals - (3) (15) - (6) (24) Reclassification - 12 - - (12) - At 31 July 2007 - 56 74 17 21 168 Net book amount at 31 133 159 199 33 175 699 July 2007 Net book amount at 31 - 36 63 18 41 158 July 2006 Included within the NBV of £699,000 was £33,000 (2006: £18,000) relating toassets held under finance leases and hire purchase agreements. The depreciationcharged to the financial statements in the year in respect of such assets was£12,000 (2006: £4,000). Software Fixtures & Computer Leasehold development fittings hardware & property & costs software improvements Total The company £'000 £'000 £'000 £'000 £'000 Cost At 1 August 2006 - 41 74 47 162 Additions 133 135 160 177 605 Disposals - - (17) (17) (34) Reclassification - 30 - (30) - At 31 July 2007 133 206 217 177 733 Depreciation At 1 August 2006 - 13 29 12 54 Provided in the year - 27 47 23 97 Disposals - - (15) (6) (21) Reclassification - 12 - (12) - At 31 July 2007 - 52 61 17 130 Net book amount at 31 July 2007 133 154 156 160 603 Net book amount at 31 July 2006 - 28 45 35 108 10 FIXED ASSET INVESTMENTS Total fixed asset investments comprise: The group The company 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Interest in subsidiaries (a) 5 - 10 6 Interest in joint ventures (b) 4 - 134 100 Interest in associate (c) - - - - Interest in investment completed 676 - 676 - post year end 685 - 820 106 The value of investments is determined on the basis of the cost to the Group. Interest in investment completed post year end represents a non-refundabledeposit paid to psychonomics shareholders. (a) Interests in subsidiaries At 31 July 2007 the company had interests in the following subsidiaries: Proportion held Subsidiary Country of Class of by by incorporation share parent the Nature of capital company group business held YouGovM.E. FZ Subsidary United Arab Ordinary 78% 78% Market LLC Emirates research YouGovStone Subsidiary England Ordinary 51% 51% Market Limited research YouGovAmerica Subsidiary USA Ordinary 100% 100% Holding LLC Co YouGovEurope Subsidiary England Ordinary 100% 100% Holding Holdings Co Limited YouGovAmerica Subsidiary England Ordinary 100% 100% Holding Holdings Co Limited YouGovAlpha Subsidiary England Ordinary 100% 100% Market Limited Research YouGovEurope Holdings Limited, YouGovAmerica Holdings Limited and YouGovAlphalimited were not active at 31 July 2007 and have therefore been excluded fromthe consolidated financial statements. All subsidiaries have co-terminous year ends. (b) Interests in joint ventures At 31 July 2007 the company had interests in the following joint ventures: Proportion held Nature of Joint Country of Class of business venture incorporation share capital by by the Financial held parent group Year-end company YouGovExecution JV England Ordinary 50% 50% Primary 31 July Limited research for the investment community YouGovCentaur JV England Ordinary 50% 50% Specialist 30 June Limited business to business research Subsequent to the end of the financial year, the Board decided to cease tradingin YouGovExecution. See note 25. The group's share of the assets and liabilities of YouGovExecution Limited was: 2007 2006 £'000 £'000 Fixed assets 6 1 Current assets 174 122 Liabilities due within one year (69) (13) Liabilities due after one year or more - - The principal place of business for YouGovExecution is 2nd Floor, Block D, TheOld Truman Brewery, 91 Brick Lane, London, E1 6QL. The group's share of the assets and liabilities of YouGovCentaur Limited was: 2007 2006 £'000 £'000 Fixed assets 1 - Current assets 107 - Liabilities due within one year (21) - Liabilities due after one year or more (71) - The principal place of business for YouGovCentaur is 50 Poland Street, London,W1F 7AX. If the investment in joint ventures had been included at cost, they would havebeen included at the following amounts: YouGov YouGov Total Execution Centaur The group and the company £'000 £'000 £'000 Cost or valuation At 1 August 2006 100 - 100 Additions - 34 34 At 31 July 2007 100 34 134 Amounts written off At 1 August 2006 - - - Provided in the year - - - At 31 July 2007 - - - Net book amount at 31 July 2007 100 34 134 Net book amount at 31 July 2006 100 - 100 (c) Interests in associate At 31 July 2007 the company had interests in the following associate: Proportion held Associate Country of Class of Nature incorporation share of capital business held by parent by the company group Polimetrix Inc Associate USA Ordinary 0% 32% Market research At 31 July 2007 YouGov held an option to acquire the balance of Polimetrix'equity at an option price of $2.10 per share. The principal place of business is 364 University Avenue, Palo Alto, CA 94301,USA. Share of Goodwill Total net assets The group £'000 £'000 £'000 Cost or valuation At 1 August 2006 - - - Additions 1,132 2,595 3,727 At 31 July 2007 1,132 2,595 3,727 Amounts written off At 1 August 2006 - - - Provided in the year - 76 76 At 31 July 2007 - 76 76 Net book amount at 31 July 2007 1,132 2,519 3,651 Net book amount at 31 July 2006 - - - 11 DEBTORS The group The company 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Trade debtors 4,917 3,547 2,111 1,395Amounts owed by group - - 4,012 36undertakings Amounts owed by joint ventures 139 3 139 3Other debtors 36 37 8 16Prepayments and accrued income* 607 112 488 84 5,699 3,699 6,758 1,534 * Additional expenditure of £260,000 (2006: £nil) with respect to acquisitioncosts for investments acquired after the year end has been included withinprepayments. Additional expenditure represents professional fees which will becapitalised as part of the investment on completion. 12 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR The group The company 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Deferred income 548 361 338 316 Trade creditors 490 122 408 105 Amounts owed to group - - 2,727 6 undertakings Corporation tax 147 527 147 527 Social security and other taxes 377 291 372 291 Other creditors 162 75 162 75 Accruals 1,917 1,292 1,528 608 Pre-acquisition profit - 110 - - distribution Amounts due under hire purchase 24 18 - - contracts 3,665 2,796 5,682 1,928 13 CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR The group The company 2007 2006 2007 2006 £'000 £'000 £'000 £'000 Deferred consideration 334 365 - - 334 365 - - Deferred consideration relates to a payment to be made in respect of theacquisition of the trade and assets of Siraj. The payment will be made on 30July 2009. 14 FINANCIAL INSTRUMENTS The company uses financial instruments, other than derivatives, comprising cash,liquid resources and various items, such as trade debtors, trade creditors etc,that arise directly from its operations. The company has no borrowings. The mainpurpose of these financial instruments is to raise finance for the company'soperations. The main risks arising from the group financial instruments are liquidity riskand foreign exchange risk. The board reviews and agrees policies for managingthis risk and they are summarised below. This policy has remained unchanged fromprevious years. It is and has been throughout the year under review, the group policy that notrading in financial instruments shall be undertaken. Liquidity risk The group seeks to manage financial risk by ensuring sufficient liquidity isavailable to meet foreseeable needs and to invest cash assets safely andprofitably. Interest rate profile The financial assets at 31 July 2007 comprised £4.1 million of cash accruinginterest. During the period 1 August 2006 - 31 July 2007 the rates applicable variedbetween 4.75% and 5.75%. The rates vary in line with the Bank of England baserate (2006: 4.0% - 4.75%). In the U.A.E. interest has been earned at rates between 4.375% and 5.0% (2006:4.675% - 4.75%) depending upon the length of the deposit term. Currency risk The group does not hedge its exposure of foreign investments held in foreigncurrencies. Net foreign currency monetary assetsFunctional currency of Sterling US Dollar Euro Total operation £'000 £'000 £'000 £'000 31 July 2007 Sterling - 1,514 1,462 2,976 Other currencies - 2,036 - 2,036 - 3,550 1,462 5,012 15 PROVISIONS FOR LIABILITIES The group Deferred Total taxation £'000 £'000 At 1 August 2006 12 12 Provided during year in 44 44 profit and loss account At 31 July 2007 56 56 The company Deferred Total taxation £'000 £'000 At 1 August 2006 12 12 Provided during year in 44 44 profit and loss account At 31July 2007 56 56 The deferred tax charge in the current and prior period represents acceleratedcapital allowances on fixed assets acquired. 16 SHARE CAPITAL 2007 2006 £ £ Authorised 100,000,000 Ordinary share of 0.2p each 200,000 - 20,000,000 Ordinary Shares of 1p each - 200,000 2007 2006 £ £Allotted, called up and fully paid At 1 August 2006 13,369,557 (2005: 13,338,207) 133,695 133,381 Ordinary Shares of 1p each New shares allotted, called up and fully paid in 1,150 314 respect of share options 67,422,570 Ordinary shares of 0.2p each (2006: 134,845 133,695 13,369,557 Ordinary Shares of 1p each) 113,382 ordinary shares of 1p each were issued in the period in respect of theexercise of options by Panos Manolopoulos. The total nominal value of theseshares was £1,133.82 and the total consideration received was £102,043.80. Theseshares were issued prior to the share split in April 2007 7,875 ordinary share of 0.2p each were issued in the period in respect of anemployee exercising options. The total nominal value of these shares was £15.75and the total consideration received was £1,417.50. On 10 April 2007 the company undertook a 5 for 1 share split which reduced thenominal value of each share from 1p to 0.2p. 17 SHARE BASED PAYMENTS Details of the number of share options and the weighted average exercise price(WAEP) outstanding during the year are as follows: Approved share option scheme 2007 2006 WAEP WAEP No. * £ * No. * £ * Outstanding at the beginning 3,022,875 0.145 2,729,625 0.124of the year Granted during the year 121,510 1.645 293,250 0.341Exercised during the year (563,430) 0.180 - -Lapsed during the year (166,125) 0.180 - -Outstanding at the end of the 2,414,830 0.210 3,022,875 0.145year Exercisable at the end of the 2,146,665 0.120 2,802,940 0.130year Unapproved share option scheme 2007 2006 WAEP WAEP No * £ * No. * £ * Outstanding at the beginning 985,015 0.227 578,265 0.180of the year Granted during the year 21,346 1.645 406,750 0.295Exercised during the year (11,355) 0.180 - -Lapsed during the year - - - -Outstanding at the end of the 995,006 0.258 985,015 0.227year Exercisable at the end of the 486,830 0.228 113,040 0.283year Two schemes relating to employees are in place. The first covers 101,335 shareoptions and are exerciseable by employees at an exercise price of £0.18 untilexpiry. The second covers 142,856 share options which become exerciseable in thefollowing tranches; 47,620 on 10 April 2008, 47,618 on 10 April 2009 and 47,618on 10 April 2010. The vesting of these shares is dependent upon specific targetsbeing achieved. The exercise price of all 142,856 share options is £1.645. Share options exercised in the current financial year were done so at pricesbetween £1.875 and £2.025. The profit and loss charge for share based payments is disclosed in note 4. The options outstanding as at 31 July 2007 have the following average exerciseprices and expire in the following financial years. Expiry Exercise 2007 2006 price £ * No. * No. * 31 July 2013 0.180 57,000 231,00031 July 2013 0.100 1,898,735 1,898,73531 July 2015 0.180 611,245 1,178,15531 July 2016 0.341 293,250 293,25031 July 2016 0.295 406,750 406,75031 July 2017 1.645 142,856 - 3,409,836 4,007,890 The fair value of equity settled transactions is estimated at the date of grant.Fair values were determined according to the Black-Scholes option pricing modelusing the following: Scheme 2007 EMI 2007 2006 2006 * Unapproved * EMI * Unapproved *Number granted 121,510 21,346 293,250 406,750Weighted average share price £1.885 £1.885 £0.341 £0.341at grant Weighted average share £1.645 £1.645 £0.341 £0.295exercise price Weighted average expected 29.9% 29.9% 26.3% 26.3%volatility Average expected life (years) 5 5 5 5Weighted average risk free 5.2% 5.2% 3.7% 3.7%rate Expected dividend yield 0.0% 0.0% 0.0% 0.0% * Restated for the 5:1 share split on 10 April 2007 18 SHARE PREMIUM ACCOUNT AND RESERVES The group Share Profit premium and loss account account £'000 £'000 At 1 August 2006 2,943 3,691Retained profit for the year - 4,092Other recognised gains and losses - (360)relating to the period Premium on allotment during the 102 -year Cost of issue of shares (19) - At 31 July 2007 3,026 7,423 The company Share Profit premium and loss account account £'000 £'000 At 1 August 2006 2,943 1,838Retained profit for the year - 1,501Premium on allotment during the 102 -year Cost of issue of shares (19) - At 31 July 2007 3,026 3,339 19 NET CASH FLOW FROM OPERATING ACTIVITIES 2007 2006 £'000 £'000 Net cash inflow from operating activities Operating profit 5,301 3,862Amortisation of intangible fixed assets 141 -Depreciation of tangible fixed assets 126 38Loss on disposal of fixed assets 13 -(Increase) in debtors (2,000) (2,930)Increase in creditors 1,225 1,926 Net cash inflow from operating activities 4,806 2,896 20 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS 2007 2006 £'000 £'000 Profit on ordinary activities after taxation 4,898 3,511Minority interests - equity (794) (521)Retained profit on ordinary activities after taxation 4,104 2,990and minority interests Dividends (12) -Retained profit for the financial year 4,092 2,990Other recognised gains and losses relating to the (360) -period Premium on issue of shares 102 30Net issue of share capital 1 1Offset expenses against share premium account (19) -Net increase in shareholders' funds 3,816 3,021Opening shareholders funds 6,768 3,747Closing shareholders funds 10,584 6,768 21 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 2007 2006 £'000 £'000 (Decrease)/Increase in cash in the year (1,130) 1,750 Foreign exchange difference on the retranslation of (355) -overseas entities Movement in net cash in the year (1,485) 1,750Net cash at beginning of year 5,546 3,796Net cash at end of year 4,061 5,546 22 ACQUISITIONS Siraj On 30 July 2006 the group acquired a 100% stake in the business the assets andtrade of Siraj Marketing and Research Consultancy (Siraj), through oursubsidiary YouGov ME FZ LLC, for a consideration of £1.3million in cash.Goodwill arising on the acquisition has been capitalised and will be written offover its useful estimated life. The purchase of has been accounted for by theequity method of accounting. We presented draft fair value estimates at 31 July2006. No fair value adjustment was required. We have amended the value ofacquisition costs capitalised. The impact of this was to increase the value ofgoodwill. The assets and liabilities of Siraj acquired were as follows: Book Revaluation Accounting Other Fair value policy adjustments value adjustments £'000 £'000 £'000 £'000 £'000 Tangible fixed 2 - - - 2 assets Current assets Trade debtors 218 - - - 218 Bank and cash 68 - - - 68 Total assets 288 - - - 288 Other creditors 45 - - - 45 Accruals 92 92 Total liabilities 137 - - - 137 Net assets 151 - - - 151 Purchased goodwill 1,171 capitalised Costs of acquisition 16 capitalised Total goodwill 1,187 1,338 Satisfied by: Cash 847 Deferred consideration 475 Working capital 16 1,338 Polimetrix On 22 December 2006 the group acquired a 32% stake in Polimetrix for aconsideration of £3.8m. Goodwill arising on the acquisition has been capitalisedand will be written off over its useful estimated life. The purchase has beenaccounted for by the equity method of accounting. The stake held in Polimetrixwas increased post year end. Full details of this are disclosed in note 25. Book Revaluation Accounting Other Fair value policy adjustments value adjustments £'000 £'000 £'000 £'000 £'000 Tangible fixed 32 - - - 32 assets Current assets Trade debtors 81 - - - 81 Other debtors 3 - - - 3 Bank and cash 1,254 - - - 1,254 Total assets 1,370 - - - 1,370 Trade creditors 15 - - - 15 Other creditors 42 - - - 42 Total liabilities 57 - - - 57 Net assets 1,313 - - - 1,313 Purchased goodwill 2,521 capitalised Costs of acquisition 74 capitalised Total goodwill 2,595 3,908 Satisfied by: Cash 3,834 Working capital 74 3,908 The results of Polimetrix for the period from the beginning of the subsidiary'sfinancial year to the date of acquisition and also the comparative year to 31December 2005 are as follows: 1 January Year ended 2006 - 21 31 December December 2005 2006 £'000 £'000 Turnover 1,195 349 Operating (loss)/profit (754) 31 (Loss)/profit before tax (746) 31 (Loss)/profit after tax (747) 31 23 CAPITAL COMMITMENTS The group and the company had an outstanding commitment to procure software tothe value of £109,709 at year end. By 31 July 2007 £10,971 had been settled.Purchase orders of £115,590 have been approved but not accrued, where theyrelate to the period from 1 August 2007 onward. The balance will be settled inequal instalments in stage payments during the financial year ending 31 July2008. YouGov has committed to a non-refundable deposit to the shareholders ofpsychonomics of £2.1 million of which £676,000 had been paid by 31 July 2007.The balance was settled in August 2007. No capital commitments existed for thegroup or the company at 31 July 2006. 24 LEASING COMMITMENTS Operating lease payments amounting to £320,000 (2006: £102,000) are due withinone year. The leases to which these amounts relate expire as follows: 2007 2006 Land and Other Land and Other buildings buildings £'000 £'000 £'000 £'000 In one year or less 14 3 47 2 Between one and five years - - 53 - In five years or more 303 - - - 317 3 100 2 25 POST BALANCE SHEET EVENTS We announced on 7 August 2007 that we proposed to raise approximately £27million by means of a placing for cash of 19,285,714 new ordinary shares toinstitutional investors at £1.40 share, and to issue shares and to grant optionsof an aggregate value of £11.3 million. Each of the psychonomics and ZaperaAcquisition agreements contain earn-out provisions which, if met, will requireYouGov to pay an estimated amount of £6.5 million by way of further consideration. Polimetrix Under the terms of the pre-existing option, YouGov and YouGov America had theright to purchase the 68% of Polimetrix not currently owned by YouGov America.The merger resulted in the acquisition of such 68% at a price of $2.10 per share. Agreement was reached on 7 August 2007. The total consideration payableto Polimetrix is $24.1 million (approximately £11.7 million) of which $8.6million (approximately £4.2 million) was satisfied in cash. The remaining $15.5million (approximately £7.5 million) was satisfied by the allotment of sharesand by the grant of options (to the value of approximately $2.7 million (£1.3million)). A proportion of the Acquisition Shares will only be issued one yearfollowing completion provided there are no claims made by YouGov under themerger agreement. The Acquisition Shares are subject to selling restrictionsfor a period of 12 months from the date of completion. Zapera Zapera is an online research agency with offices in Denmark, Sweden and Norwayand specialises in healthcare, pharmaceutical and brand research. Theconsideration payable on completion was £5.3 million (subject to a net working capital adjustment) and is to be satisfied by a mixture of cash (£4.9 million)and the allotment of 264,026 shares to the value of £400,000 (priced at 151.5pence per Ordinary Share). In addition, YouGov applied £2 million towards the repayment of loan capital, the acquisition of bank debt and the payment ofdeferred consideration pursuant to a previous acquisition made by Zapera.Additional consideration of £2.25 million will become payable to the sellers subject to certain financial hurdles for the 12 month period to 31 July 2008being met by Zapera. The two original founders are entitled to an earn-outpayment of (in aggregate) £1.25 million depending on the financial performancefor the 12 month periods to each of 31 July 2009 and 2010. Any such earn-outpayment to the founders will be satisfied 50% in cash and 50% in OrdinaryShares. Agreement was reached on 7 August 2007. psychonomics The acquisition of psychonomics was announced on 27 July 2007. psychonomics wasincorporated in 1992 and has its head office in Cologne with offices in Viennaand Berlin. The consideration payable on completion for the entire issued share capital ofpsychonomics was €20.75 million (approximately £14.0 million) and was satisfiedby the issue of shares to the value of €5 million (approximately £3.4 million)with the balance being paid in cash. Of the initial cash consideration €3.2million (approximately £2.1 million) was paid as a non-refundable deposit. Thepsychonomics sellers are entitled to be paid the pre completion profits ofpsychonomics for the current year calculated in proportion to the number ofmonths elapsed prior to completion. Such amount is capped at €1.5 million(approximately £1 million.) An earn-out has also been put in place for the twofinancial years ending 31 December 2008. Under this earn-out, based on financialtargets being met, a maximum of a further €3 million (approximately £2 million)will be payable, either in cash or shares (priced at the average price oftrading over the 30 dealing day period following publication of the auditedfinancial statements for the financial year ending 31 December 2008). Inaddition to the purchase price payable, Ordinary Shares to the value of €500,000 will be issued for a psychonomics employee incentivisation programme. YouGovExecution Dissolved AmicablyAfter 18 months of successful operations both YouGov and Execution have decidedto amicably dissolve the YouGovExecution (YGX) joint venture with a view toeach company independently pursuing aspects of the YGX business. We aim tocomplete the dissolution by the time we report our interim results for theperiod ended 31 January 2008. Having established primary research services as a valuable resource for theinvestment community, both Execution and YouGov have agreed that it is nolonger in the interests of either party to maintain an exclusive relationshipwith each other. The two companies will continue to co-operate on certain existing YGX services,such as the YouGov/Execution Clothing Retail Index, and in the future wherethere is a relevant business opportunity for both. YouGovAlphaYouGov created YouGovAlpha, the UK's only dedicated market research agency withservices tailored to the specific needs of fund managers and investmentprofessionals. Building on the recent success of YouGovExecution (YGX),YouGovAlpha provides a competitive advantage to its clients by using primaryresearch to gain insights into the marketplace performance of sectors andcompanies ahead of trading statements and publicly available information.YouGovAlpha commenced trading on 1 August 2007. EGMFurther to the announcement, distribution of circular and notice of EGM byYouGov plc (the 'Company') on 7 August 2007 in connection with the cash placingto raise £27 million and the issue of £10 million of ordinary shares as part consideration for three acquisitions in the US, Germany and Denmark, the Boardof the Company is pleased to announce that all resolutions required to effectthe cash placing and acquisitions were duly passed at the EGM on 3 September 2007. 25,215,543 ordinary shares, being the placing shares and acquisitionconsideration shares, were admitted to trading on AIM on 6 September 2007.YouGov announced on 14 September 2007 that the psychonomics acquisitioncompleted on 10 September 2007 whilst the Zapera and Polimetrix acquisitionscompleted on 11 September 2007. 26 TRANSACTIONS WITH DIRECTORS AND OTHER RELATED PARTIES There have been no transactions with directors during the year. During the year sales were made to Endemol UK totalling £2,600 (2006: £19,000).Endemol UK is a company which Peter Bazalgette, a non-executive director ofYouGov plc, is a director. The sale was made at arms length and on usualcommercial terms. As at 31 July 2007 Endemol UK owed YouGov plc £nil (2006:£22,325). During the year goods and services were procured from IIR Limited totalling£5,293 (2006: £nil). IIR Limited is a company which Anthony Foye, anon-executive director of YouGov plc, is a director. The purchases were made atan arms length and on usual commercial terms. As at 31 July 2007 YouGov plc owedIIR Limited £nil (2006: £nil). During the year goods and services were procured from Hawkshead Limitedtotalling £nil (2006: £35,240). Hawkshead Limited is a company which PeterBazalgette, a non-executive director of YouGov plc, is a director. The purchaseswere made at an arms length and on usual commercial terms. As at 31 July 2007YouGov plc owed Hawkshead Limited £nil (2006: £nil). During the year, YouGov plc provided research services totalling £480,236 (2006:£nil) to Privero Capital, a US based investment fund. A minority stake in thisfund is partially owned by Stephan Shakespeare and Balshore Investments (thefamily trust of Nadhim Zahawi's family), each of whom control 18.75% of thefund. At 31 July 2007 Privero owed YouGov plc £480,236 (2006: £nil). During the year sales were made to YouGovExecution totalling £315,654 (2006:£131,220). At 31 July 2007 YouGovExecution owed YouGov plc £52,122 (2006: £nil). During the year sales were made to YouGovStone totalling £57,166 (2006: £nil).At 31 July 2007 YouGovStone owed YouGov plc £67,170 (2006: £nil). Trading between YouGov plc and subsidiary companies is excluded from the relatedparty note as this has been eliminated on consolidation. 27 NON STATUTORY FINANCIAL INFORMATION The financial information set out in the preliminary announcement does notconstitute statutory accounts as defined in section 240 of the Companies Act1985. The summarised balance sheet at 31 July 2007, summarised profit and lossaccount, summarised cash flow statement and associated notes for the year thenended have been extracted from the Group's financial statements. Those financialstatements have not yet been delivered to the Registrar. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
YouGov