EBIQUITY PLC
ANNUAL REPORT AND ACCOUNTS
YEAR ENDED 30 APRIL 2009
EBIQUITY PLC   ANNUAL REPORT AND ACCOUNTS   YEAR ENDED 30 APRIL 2009
Ebiquity Plc
The Registry, Royal Mint Court London EC3N 4QN
T  +44 (0) 20 7650 9600  F  +44 (0) 202 7650 9650  W  www.ebiquity.com
Company Registered Number 3967525 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
3
CONTENTS
HIGHLIGHTS   4
EBIQUITY BACKGROUND   5
GROUP INFORMATION   6
CHAIRMAN’S STATEMENT   7
BOARD DIRECTORS   8
CHIEF EXECUTIVE’S REVIEW   10
FINANCIAL REVIEW   12
DIRECTORS’ REPORT   15
DIRECTORS, BOARD COMMITTEES  AND CORPORATE GOVERNANCE  19
STATEMENT OF DIRETOR’S RESPONSIBILITIES  20
INDEPENDENT AUDITORS’ REPORT  21
CONSOLIDATED INCOME STATEMENT  22
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE  23
CONSOLIDATED BALANCE SHEET  24
CONSOLIDATED CASHFLOW STATEMENT   25
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26
COMPANY BALANCE SHEET   53
NOTES TO THE COMPANY FINANCIAL STATEMENTS  54
NOTICE OF MEETING   61
PROXY FORM   67 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
4
HIGHLIGHTS
TOTAL GROUP REVENUES INCREASED BY 7% TO £18.4M
ANALYTICS BUSINESS REVENUE INCREASED BY 13% TO 
£12.8M REPRESENTING 69% OF TOTAL REVENUE
REVENUE FROM INTERNATIONAL ASSIGNMENTS WITHIN 
ANALYTICS GREW BY 36%
PLATFORM BUSINESS RENEWALS AT 84%
RETURN TO REPORTED PROFITABILITY WITH UNDERLYING* 
OPERATING PROFIT UP 17% 
GROUP UNDERLYING* OPERATING PROFIT OF £2.4M
(2008: £2.0M)
REPORTED OPERATING PROFIT TURNED AROUND TO £1.4M 
(2008: £1.1M LOSS)
REPORTED PROFIT BEFORE TAX OF £1.2M
(2008: £1.4M LOSS)
UNDERLYING DILUTED EPS UP 20% TO 5.28P (2008: 4.39P)
BASIC EPS OF 0.27P (2008: 4.00P LOSS)
INVESTING IN FUTURE GROWTH FROM WELL FUNDED, CASH 
GENERATIVE BUSINESS
NEW VENTURES IN GERMANY AND SPAIN
NEW YORK OFFICE NOW LEADER IN MEDIA 
PERFORMANCE EVALUATION
CONTINUAL INVESTMENT STRENGTHENING GLOBAL 
PRESENCE
* BEFORE HIGHLIGHTED ITEMS (SEE NOTE 3) Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
5
EBIQUITY BACKGROUND
Ebiquity Plc* was founded in 1997, 
to provide the first-ever creative 
monitoring system that links directly to 
media expenditure. 
The Company floated on the 
AIM market in 2000 and in 2005 it 
acquired Billetts, already a highly 
respected international name in 
media consultancy and analytics.
Today, the Group employs over 250 
people in the UK across two locations 
– at our head office next to Tower 
Bridge in London and in Bromley, 
Kent, where our extensive data 
capture operation is located.
We work with over 400 clients 
providing media consulting, analysis 
and monitoring services to over 75% 
of the UK’s blue chip advertisers.
Billetts is the advertiser brand of 
Ebiquity Plc which helps our clients 
achieve better returns on their media 
and marketing spend through the 
discipline of continuous improvement 
in their media and marketing ROI. 
Billetts core services are:
OPTIMISING MARKETING 
EFFECTIVENESS
Billetts helps clients maximise their 
return on marketing investment by 
analysing and optimising their ex-
penditure between the promotional 
channels. 
EVALUATING ADVERTISING 
EFFICIENCY
Billetts helps clients ensure their 
media schedule, and media agency, 
delivers the best combination of 
media choices and is competitively 
costed.  
TRACKING MARKET ACTIVITY
Newslive offers all the benefits of a 
traditional ‘clippings’ agency plus 
near real-time online access to 
editorial content across every news 
medium from TV to internet blogs.
Billetts Media Monitoring is the fastest, 
most accurate and most flexible ad 
monitoring service in the UK. It gives 
our customers the power to react 
quickly to their competitor advertising 
activity. 
e-Publisher is a web-based service 
allowing publishers to manage their 
‘ vouching’ by delivering an online 
record of published press 
advertisements.
* Formerly Thomson Intermedia Plc Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
6
GROUP INFORMATION
DIRECTORS
Michael Higgins Non-Executive Chairman 
Michael Greenlees Chief Executive Officer 
Nick Manning Chief Operating Officer 
Paul Gladman Chief Information Officer 
Andrew Beach Chief Financial Officer 
Stephen Thomson  Non-Executive Director  
Sarah Jane Thomson Non-Executive Director  
Fiona Driscoll  Non-Executive Director 
Richard Nichols Non-Executive Director
COMPANY SECRETARY
Andrew Beach
REGISTERED OFFICE  
The Registry 
Royal Mint Court 
London EC3N 4QN
REGISTRATION
Registered and incorporated in England & Wales 
Registration number 3967525
INDEPENDENT AUDITORS
BDO Stoy Hayward LLP 
55 Baker Street 
London W1U 7EU
NOMINATED ADVISER AND BROKER
Numis Securities Limited 
The London Stock Exchange Building 
10 Paternoster Square 
London EC4M 7LT 
SOLICITORS
Lewis Silkin LLP  
5 Chancery Lane 
Clifford’s Inn 
London EC4A 1BL 
DMH Limited 
40 High Street 
Crawley RH10 1BW
REGISTRARS
Computershare Investor Services PLC 
PO Box 82 
The Pavilions 
Bridgwater Road 
Bristol BS99 7NH Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
7
CHAIRMAN’S STATEMENT
The year to 30 April 2009 cannot be 
commented upon without reference 
to the economic environment that we 
and our clients have faced. The period 
has seen, amongst other things, the 
financial services sector plunged into 
crisis, emerging only now into a period of 
fragile equilibrium.  However, no sector 
has been immune from this recession 
and there will inevitably be a long tail of 
corporate crises and failures yet to come, 
as the UK and the other major economies 
creep slowly out of this economic mire.
We entered this year with the business 
poised for material growth. The outturn 
has been one of steady progress which 
in the circumstances is extremely 
commendable. This progress has 
demonstrated the value we provide to 
our clients and has highlighted the need 
for all marketing spend to be subject to 
professional and critical monitoring and 
evaluation. Our clients now recognise 
that in the increasingly complex world of 
marketing, our independent advice and 
analysis is both a necessary and valuable 
contribution to their business. 
Following just over 9 years service, 
Fiona Driscoll is stepping down from the 
Board at the end of July.  Fiona joined 
the Board just before the Company 
was floated and has been on both the 
audit committee and remuneration 
committees throughout.  She also stood 
in as Chairman for some months prior 
to my appointment.  On behalf of the 
current Board, and most particularly the 
founders of the business, I must thank 
Fiona for her substantial contribution 
to the Company’s development and 
stewardship throughout her tenure on the 
Board.
I am delighted that Richard Nichols has 
joined the Board during the year. He 
brings his previous experience not only 
as a former quoted Company finance 
director to the Audit Committee, but also 
his extensive past and present experience 
in running significant  businesses in the 
communications and marketing services 
sectors to the Board.  Richard has joined 
both the Audit and Remuneration 
Committees.
Our progress has only been possible 
because of the commitment of all our 
people, and on behalf of the Board I 
must thank them for their continued 
commitment and contribution to the 
business.  
The business has grown and developed 
through a period of unprecedented 
uncertainty and economic difficulty. The 
outlook is clearly better now than it was 
even a few months ago and our value 
to our clients’ businesses will, we believe, 
enable us to progress in advance of the 
general economic revival. Having said 
this, we will combine our optimism for 
our business with a cautious view on the 
general economic outlook.
Michael Higgins 
Chairman
21 July 2009   
OUR CLIENTS NOW 
RECOGNISE THAT IN THE 
INCREASINGLY COMPLEX 
WORLD OF MARKETING, 
OUR INDEPENDENT ADVICE 
AND ANALYSIS IS BOTH A 
NECESSARY AND VALUABLE 
CONTRIBUTION TO THEIR 
BUSINESS.  Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
8
MICHAEL HIGGINS
Non-Executive Chairman
Michael joined the Board on 1 May 
2006.  Michael spent the previous 10 
years as a Partner at KPMG following 
12 years at Charterhouse Bank, the 
last 8 as a Director. Michael qualified 
as a Chartered Accountant with Price 
Waterhouse.  Michael is currently a 
Senior Adviser with KPMG and works 
with a number of private media and 
technology companies.  He is also 
a Board member of the Quoted 
Companies Alliance. In addition to 
chairing the PLC Board, Michael 
chairs the Audit and Remuneration 
Committees.
PAUL GLADMAN
Chief Information Officer
A graduate in Computation from the 
University of Manchester Institute of 
Science and Technology Paul joined 
the Wellcome Foundation in 1989 as 
a systems analyst and programmer. 
During 1995 and 1997 he provided 
systems development services for 
Mintel International Group Limited 
in the capacity of Chief Systems 
Developer building their then ground 
breaking CD ROM database offering. 
Working with the Company from 
inception and becoming IT Director 
in 1999, Paul developed the Group’s 
technology platforms including all 
data capture and website systems. 
Now Chief Information Officer 
with responsibility for software 
development, infrastructure, data 
capture and QA he oversees much of 
Billetts Media Monitoring operations.
MICHAEL GREENLEES
Chief Executive
Michael was one of the original-
founding partners of Gold Greenlees 
Trott which, from its launch in 1980, 
grew to become one of the great 
names in British advertising. Under 
Michael’s guidance GGT grew into 
an international advertising and 
marketing group providing services 
in advertising, sales promotion, direct 
marketing and media buying and 
planning. GGT plc. was listed on 
the London Stock Exchange in 1986 
at which time Michael became 
Chairman and Chief Executive 
Officer, a role he occupied for over 
10 years until the sale to Omnicom 
in 1998 when he joined the Board of 
Omnicom and served as President & 
Chief Executive of TBWA Worldwide. 
In 2001 he was made Executive Vice-
President of Omnicom Inc.
ANDREW BEACH
Chief Financial Officer
Andrew qualified at 
PricewaterhouseCoopers, and worked 
within their Assurance business for 9 
years until 2007. For the last 6 years 
he specialised in Entertainment and 
Media clients and headed up the 
firm’s Publishing knowledge network. 
He joined Ebiquity as Group Financial 
Controller in March 2007 and was 
promoted to Chief Financial Officer 
in April 2008. Andrew also acts as 
Company Secretary for the Group.
NICK MANNING
Chief Operating Officer
Nick has spent 27 years in the Media 
Agency world, principally having co-
founded Manning Gottlieb Media 
(MGM) in 1990. MGM became one of 
the most highly respected and fastest 
growing of Media Specialist agencies 
before becoming part of Omnicom 
in 1997. His most recent position was 
CEO of OMD’s operations in the UK, 
heading up £800m of billings and 500 
people. Nick also co-founded OPera, 
the media negotiation arm for OMD 
and PHD, with billings of £1bn. Nick has 
a wealth of operational experience 
and media insight.
BOARD DIRECTORS Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
9
STEPHEN THOMSON
Non-Executive Director
With a background primarily in 
IT planning, development and 
implementation, Stephen has been 
responsible for the creation of much 
of the Company’s in-house monitoring 
skills. Prior to founding Thomson 
Intermedia, he was the IT Director at 
Mintel and responsible for introducing 
technology solution to data delivery 
significantly influencing the business 
model. It was the application of 
technology to the media monitoring 
industry that was central to the set-up 
of Thomson Intermedia. Stephen is the 
co-founder and Director of childrens 
newspaper First News. He is also the 
co-founder and Managing Director 
of Priority One IT. Priority One IT is an 
IT business providing cutting-edge 
technology and support services to 
businesses.
SARAH JANE THOMSON
Non-Executive Director
Prior to founding Thomson, Sarah 
Jane was manager of the Business 
Development Unit within Valin Pollin 
financial advertising and PR agency. 
From there, Sarah Jane moved 
to Mintel International as Sales 
and Marketing Director, she was 
responsible for all of the company’s 
sales and marketing activities. During 
her career at Mintel, Sarah Jane was 
the key influence on strategic New 
Product Development. It was Sarah 
Jane’s extensive knowledge of the 
information world and the impact 
of new technologies that led her to 
develop a new business model for 
media monitoring and so establish 
Thomson Intermedia. Sarah Jane is the 
co-founder and Director of childrens 
newspaper First News and Priority 
One IT. She is also shareholder and 
consultant to Addictive Interactive, a 
new social networking site launched in 
June this year. 
FIONA DRISCOLL
Non-Executive Director
Fiona is a non-executive chair of 
Altala Group Ltd and Entertainment 
Media. She sits on Ebiquity’s Audit and 
Remuneration Committees.
RICHARD NICHOLS
Non-Executive Director
Richard is currently Group Chief 
Executive of College Hill, the 
international business communications 
consultancy.  He is also a member of 
the Advisory board of ADV Marketing 
Holding, a leading marketing 
communications group in Russia 
& the CIS.  Prior to joining College 
Hill, Richard was Chief Executive of 
Huntsworth plc, following the merger 
with Incepta Group plc where 
he was the Chief Executive and 
formerly Group Finance Director.  At 
Incepta Richard led the team that 
grew the company into one of the 
world’s largest communications 
and marketing agencies.   Richard 
qualified as a Chartered Accountant 
with Price Waterhouse in London 
before spending two years in 
Corporate Finance at British Gas in the 
mid 1990’s.   He sits on Ebiquity’s Audit 
and Remuneration Committees. Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
10
CHIEF EXECUTIVE’S REVIEW
OVERVIEW
I am pleased to report that this has 
been a year of solid progress.
Total revenue for the year to 30 
April 2009 was up 7% to £18.4 million 
compared to the prior year. At 
the same time Group underlying 
operating profit (before highlighted 
items) was up 17% to £2.4 million. 
Reported operating profit showed a 
significant turn-around at £1.4 million 
compared to a loss of £1.1 million for 
the prior year.
Underlying diluted earnings per share 
were up 20% to 5.28p.
INVESTING FOR FUTURE GROWTH
As our company grows in strength 
and profitability, we are increasingly 
investing for future growth. We have 
recently begun to take steps to build 
both our international capabilities 
and to lay foundations for a stronger 
domestic performance in the future. 
This will enable us to deliver strong new 
revenue streams in the years to come.
Our international work within our 
Analytics business has continued to 
demonstrate strong growth and now 
accounts for 33% (2008: 26%) of total 
Group revenues and 47% (2008: 39%) 
of our Analytics business. 
International client assignments 
have been the main driver of this 
performance, which has been 
fuelled by a growing demand for 
our services in the US, across Europe 
and increasingly in Asia Pacific, as 
an increasing number of global 
advertisers seek to build on our best 
practice approach to media and 
marketing effectiveness.
In the past year, our US office, based in 
New York, has carved out a significant 
position as the leader in media 
performance evaluation and now 
works with a number of large domestic 
and international advertisers. 
As a consequence we have taken 
a number of carefully planned 
steps to strengthen our international 
capabilities to maximise this growing 
opportunity.
In Spain, we have negotiated an 
option to buy a 25% interest in 
Media Value, one of the country’s 
fastest growing media performance 
consultancies, now called Billetts 
Media Value.  In Germany, we have 
invested in Billetts Germany, which 
is already working with a number of 
significant local and international 
clients and is on track to make a 
significant contribution to our overall 
group performance in 2010/11. 
Elsewhere we work through a 
federation of ‘partner’ offices across 
the world. This continues to serve us 
well, and we are able to work with 
global clients in up to twenty countries 
worldwide. The average number of 
clients we work with across the 12 
major global markets has increased 
by over 50%.
Our clients demand the highest level 
of transparency, data integrity and 
a consistent methodology and it is 
for this reason that we plan to take 
prudent steps to further strengthen our 
network of international offices.
On the domestic front we continue 
to invest in Newslive 2.0, our new 
editorial monitoring platform. Editorial 
monitoring is a significant UK market 
and one that has perhaps never 
been more relevant given the 
growth in corporate scrutiny by the 
news media and the negative (and 
positive) impact such scrutiny can 
have on both corporate and personal 
reputations. 
Our data capture operation in 
Bromley makes us perfectly suited to 
build on our world leading advertising 
monitoring business to address an 
adjacent and far larger market. 
We launched Newslive 2.0 into beta 
test in November 2008 and this gave 
us sufficient confidence to move 
to a full launch in May 2009. Our 
expectations are that Newslive will 
begin to make a contribution to profits 
during 2010/11.  
AS OUR COMPANY GROWS IN 
STRENGTH AND PROFITABILITY, 
WE ARE INCREASINGLY 
INVESTING FOR FUTURE 
GROWTH. Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
11
CHIEF EXECUTIVE’S REVIEW CONTINUED
OUR BUSINESS ENVIRONMENT AND 
ECONOMIC IMPACT
While it is impossible to understate the impact of the global 
recession on businesses generally, there is little doubt 
that the downturn can present marketers with significant 
opportunities to improve their media and marketing 
performance. 
Media prices have been tumbling across the world as 
reduced budgets have led to contracting demand 
for advertising in most categories. The good news for 
advertisers is that they can achieve real cost savings in 
most markets.
Yet paradoxically, despite falling media prices, media and 
marketing planning has never been more complex and the 
opportunities for inefficiencies and waste never greater. It is 
this paradox that has led to advertisers demanding greater 
discipline in understanding the real return they can achieve 
for their media and marketing spend. It is this dynamic that 
is fuelling the growth of our Analytics business as more and 
more advertisers turn to us for advice and counsel. With 
the UK’s largest media database and real time insights 
into media and market changes, we are frequently best 
equipped to provide clear independent advice.
Whilst our Analytics business has perhaps benefited from our 
clients placing a higher than usual emphasis on ensuring 
maximum media and marketing effectiveness and stronger 
return on their marketing investment, other parts of our 
business have performed less well.
Our advertising monitoring business has suffered from 
a negative impact on renewals as a result of many 
clients cutting advertising spend, increased corporate 
consolidations reducing available contracts and an ailing 
car industry.  As a result renewal levels for the year have 
reduced to 84% (2008: 92%), which although someway 
behind what we expected this time last year remains 
reasonably good with continuing strength particularly 
coming from the retail sector where swift reaction to a 
competitor’s activity remains a key business driver. 
OUTLOOK
The coming year will continue to be difficult economically 
and we will continue to take whatever measures are 
necessary to ensure we emerge from this recession even 
stronger than before.
Our priority is to continue to build a strong, growing and 
sustainable revenue stream by developing more ways 
to help our clients. To achieve this, however, will require 
investments that, in the short term at least, will result in some 
margin depression.
Having said this, we have much to feel positive about:
•	 Our	market	position	is	one	with	significant	customer	
traction and relevance to these economic times as 
companies seek greater insights into their media and 
marketing performance;
•	 W e	have	a	str ong	balance	sheet	and	our	ability	to	
generate cash will see it strengthening even further in 
the coming year;
•	 W e	have	taken	car eful	steps	to	invest	in	our	futur e	
with the potential to generate new revenue streams, 
particularly overseas; 
•	 Over	the	medium	ter m	we	anticipate	that	we	will	be	in	
a position to strengthen our margins significantly as our 
business begins to scale.
Overall, therefore, we have many reasons to remain 
positive about our future prospects. 
Michael Greenlees  
Chief Executive Officer
21 July 2009 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
12
Ebiquity plc is publishing its final results for the year ended 30 April 2009.  
REVENUE
2009 2008
£’000 £’000
Analytics 12,786 11,310
Platform 5,633 5,910
Total Revenue 18,419 17,220
Since last year’s Annual Report, our “Consulting Services” division has been renamed “Analytics” (and consists of our marketing effectiveness 
and media auditing and consultancy practices) and our “Technology & Data” division as “Platform” (which consists of advertising and 
editorial monitoring and our ePublisher business). 
Total Group revenue increased by 7% to £18.4 million (2008: £17.2 million).  This growth was driven by the Analytics division where revenue 
increased by 13% to £12.8 million, and now represents 69% of total Group revenue (2008: 66%). Within this division, revenue from international 
audit assignments (defined as non UK sourced revenue, or UK sourced revenue where marketing activity is analysed in more than one 
country) grew by 36% to £6.1 million.
Revenue from the smaller Platform division was down 5%.  This was in part due to a softening in the renewal rate (by value) to 84% (2008: 
92%) and also due to a slow down in new sales of our advertising monitoring platform.  Newslive 2.0, our newly launched editorial monitoring 
platform, has seen some sales traction, but these sales are not at this stage significant enough to make a notable impact on the division’s 
revenue performance. 
GROSS PROFIT
Gross profit for the period was up 9% to £9.8 million (2008: £9.0 million), yielding an improved gross margin of 53% (2008: 52%).  
The Analytics gross profit has improved from £5.5 million to £6.9 million, with margins increasing from 49% to 54%.  The margin increase 
principally reflects the uplift in revenues, together with tight control of data costs, offset by some increase in headcount. 
The Platform gross profit has reduced from £3.4 million to £3.0 million, with margins decreasing from 58% to 53%.  The margin decrease reflects 
the fall in revenue driven by our advertising monitoring platform (down £277,000), together with investment in staff and production costs 
primarily to service the launch of Newslive 2.0 (up £147,000).
OPERATING PROFIT
Profit before highlighted items is termed “underlying operating profit”.  Certain items have been highlighted because separate disclosure is 
considered relevant in understanding the underlying performance of the business.  
2009 2008
£’000 £’000
Analytics 3,241 1,857
Platform (355) 419
Central costs (523) (259)
Underlying operating profit 2,363 2,017
Highlighted items (933) (3,140)
Reported operating profit/(loss) 1,430 (1,123)
Underlying operating profit was £2.4 million (2008: £2.0 million), representing a 17% increase over the prior year.  The reported operating result 
has seen a turnaround to a profit of £1.4 million (2008: £1.1 million loss).
Our Analytics division has continued to perform well with increased revenues from a well managed cost base.  At the gross profit level, we 
have seen an increase of £1,311,000 as explained above.  Administrative expenses have decreased by £75,000, primarily as a result of a 
decrease in central overhead allocations and a movement in foreign exchange gains.
FINANCIAL REVIEW Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
13
Our Platform division has performed less well with reduced revenues from advertising monitoring, together with planned investment in 
the launch of Newslive 2.0.  At the gross profit level, we have seen a decrease of £425,000 as explained above.  Administrative expenses 
have increased by £349,000, primarily as a result of an increase in headcount costs to set Newslive up for future growth in our advertising 
monitoring platform.
Central costs consist of legal and advisory expenses not attributable to the divisions and Board director time spent on strategic planning, 
together with foreign exchange movements on a US dollar loan to our US subsidiary, Billetts America LLC.  This loan, totalling $1.7 million, 
generated a gain of £292,000 in the current financial year (2008: £3,000 loss).  The remainder of the increase represents an increased 
group-wide strategic focus by the Board Directors.
During the year we have taken the decision to write off capitalised development costs with a carrying value of £106,000, most of which 
related to projects associated with the advertising monitoring platform following a slow down in new sales.  These costs have been 
allocated to the appropriate divisions.
HIGHLIGHTED ITEMS
YEAR ENDED 30 APRIL 2009 YEAR ENDED 30 APRIL 2008
CASH NON-CASH TOTAL CASH NON-CASH TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Recurring:
Share based expenses - 313 313 - 99 99
Amortisation of purchased intangibles - 362 362 - 369 369
- 675 675 - 468 468
Non recurring:
Restructuring costs 258 - 258 521 - 521
Development costs write off - - - - 1,457 1,457
Property costs - - - 548 (90) 458
Other costs - - - 236 - 236
258 - 258 1,305 1,367 2,672
Total highlighted items 258 675 933 1,305 1,835 3,140
The restructuring costs of £258,000 relate primarily to a realignment of our senior management structure, closure of our Spanish office 
following investment in a replacement venture, and a reduction of the operations workforce due to reduced workload.
PROFIT BEFORE TAX AND EPS
2009  2008  
£’000 £’000
Reported operating profit/(loss) 1,430 (1,123)
Net finance costs (243) (250)
Share of loss of associates (14) -
Profit/(loss) before tax 1,173 (1,373)
Net finance costs were £243,000 (2008: £250,000) which reflects a broadly flat level of gross debt over the period.
Loss from associates represents our share of the losses of Billetts Germany GmbH, a company in which we have a 10% stake.
Underlying profit before tax was up 19% to £2.1 million (2008: £1.8 million).  Reported profit before tax has turned around to £1.2m 
(2008: £1.4 million loss).
Underlying diluted earnings per share was 5.28p (2008: 4.39p).  Reported diluted earnings per share was 0.26p (2008: 4.00p loss).
The Board is not currently recommending the payment of a dividend, reflecting the growth nature of the Group and the opportunities for 
further development, particularly internationally.
FINANCIAL REVIEW CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
14
CASH AND DEBT
2009  2008  
£’000 £’000
Cash 1,246 1,687
Loans to associates 362 -
Debt (3,800) (3,751)
Net Debt (2,192) (2,064)
Net cash from operating activities for the year was £0.8 million (2008: £1.8 million), reflecting the decrease in trade creditors and other 
payables which were high at 30 April 2008 as the result of office relocation and restructuring activity late in the financial year.  
Against the backdrop of the current economic environment, we have placed significant emphasis on cash generation and collections.  
Cash collection during the year was up 3% on the prior year.  Our focus on this area has had notable impact. Debtor days have reduced to 
62 days, down from 65 days as at 30 April 2008.
Loans to associates reflect loans made to Billetts Germany GmbH.  The full balance is repayable on demand.
Gross debt remains broadly flat (up £0.05 million) since a further £0.5 million was drawn down from our revolving credit facility but scheduled 
payments of £0.45 million were made to the bank and loan note holders. The net debt position has remained broadly flat at £2.2 million 
(2008: £2.1 million), despite positive operating cash flows, because of “one off” spends on office relocation (£254,000) and management 
restructuring (£436,000).  During the year, the Group also invested £511,000 in intangible assets (capitalised development work).  
The Group continues to trade comfortably within all of its banking facilities and covenants.  As at 30 April 2009, the Group had bank 
revolving credit facilities totalling £3.0 million, of which £1.0 million remains unutilised.
Andrew Beach 
Chief Financial Officer
21 July 2009
FINANCIAL REVIEW CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
15
The Directors present their annual report and Group audited accounts for the year ended 30 April 2009.
BUSINESS REVIEW AND PRINCIPAL ACTIVITIES
Ebiquity plc is the holding company for a group which continues to provide a range of business critical data, analysis and consultancy 
services to advertisers, media owners and PR professionals, both in the UK and internationally. The Chief Executive Officer’s Review on pages 
10 to 11 sets out the full activities of the Group. The profit for the year after taxation amounted to £89,000 (30 April 2008: £1,276,000 loss).  Full 
details of the results for the year are set out in the Financial Review on pages 12 to 14.
BUSINESS ENVIRONMENT
The sector in which Ebiquity operates has attractive growth characteristics due to the increasing focus by companies on bringing more 
accountability to their marketing spend and analysing its return on investment.  The advertising market has historically operated as a 
“trust” industry with high fragmentation and low levels of transparency around pricing.  This is now changing rapidly as a result of improved 
technology and measurement techniques, new media channels and an increasing focus by advertisers on value for money.  As set out in 
the Chief Executive Officer’s Review on pages 10 to 11, the Group believes that it continues to be well placed to take advantage of these 
market trends.
STRATEGY
A review of the Group’s strategy is included in the Chief Executive Officer’s Review on pages 10 to 11.
RESEARCH AND DEVELOPMENT
The Group continues to invest in development of products.  This has resulted in some breakthroughs in technology and enhancements 
of existing services that will benefit the Group in the medium to long term.  In particular we have relaunched our Newslive service in this 
financial year.
TRADING REVIEW AND FUTURE DEVELOPMENT
A review of the business and future outlook are included in the Chief Executive Officer’s Review on pages 10 to 11.
PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the Group’s strategy are subject to a number of risks.  The Directors believe that the 
key business risks affecting the Group are as follows:
IT systems
Ebiquity relies on its IT systems to deliver services to customers.  As a technology-led business, a key risk is the possibility of an interruption to 
the running of the Group’s hardware or software. To minimise this risk, the Group has a team of dedicated IT professionals with the skills to 
maintain the systems and address potential issues as they arise. The Group has also invested heavily in back-up systems and procedures to 
mitigate the impact of any outage.   
Economic cycle
During periods of economic downturn, overall spending on marketing activity is likely to decline and this in turn may impact on the Group’s 
revenues.  However, the Group believes that the products and services of the Analytics business, which are focused on helping its customers 
achieve maximum value from their marketing spend, will be even more valuable in a recessionary environment.  This should help to shield 
the Group from the impact of an economic downturn.
Loss of key staff
Our Directors and staff are critical to the servicing of existing customers and the winning of new business.  The departure of key individuals 
and the inability to recruit people with the right experience and skills could adversely affect the Group’s results.  With this risk in mind, key 
staff are subject to financial lock-ins and long term incentive arrangements linked to Group results which are designed to reward loyalty and 
performance.  We are further reviewing our incentive packages in the current financial year.
DIRECTORS’ REPORT Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
16
Competition
The marketing services sector is highly competitive, with frequent new product innovations and enhancements, all of which means that 
there can be no guarantee that the Group will generate expected revenues.  However, the Group is well placed to counter these threats 
given its solid market position, the quality and comprehensiveness of its database and its proprietary, world-leading technology all of which 
act as strong barriers to entry for potential competitors.
KEY PERFORMANCE INDICATORS (“KPIs”)
Whilst the Board monitors many financial and operational measures to track the Group’s progress, there are four core KPIs which are set out below:
KPI 2009 2008 DEFINITION, METHOD OF CALCULATION AND ANALYSIS
Core revenues (£k) 18,419 17,220 Revenues from our Analytics and Platform businesses.  
The Core business has continued to grow well during 2008/9 as a result of 
organic growth, particularly from our International business. Note that we 
have no non-core revenues in either financial year presented.
Underlying operating profit (£k) 2,363 2,017 Operating profit before highlighted items.
Underlying operating profit was up 17% in 2008/9, reflecting an improved 
performance from our International business.
Subscriptions Renewal Rate (%) 84% 92% Percentage of advertising monitoring business (by contract value) which 
has renewed over the previous 12 months. 
The decrease in renewal rate reflects the impact of recessionary factors 
on our clients, through consolidation, administration, and cost cutting 
exercises.
Net Cash From Operating 
Activities (£k)
827 1,806 Cash flow before investing and financing activities.  
Cash flow decreased in 2008/9 largely due to movements in working 
capital.   
DIVIDENDS
The Directors do not recommend the payment of a dividend (2008: £nil).
CHARITABLE AND POLITICAL DONATIONS
During the year the Group made charitable donations of £280 (2008: £nil) and no political donations (2008: £nil).
CREDITOR PAYMENT POLICY
The Group’s policy is to comply wherever possible with any payment terms agreed with suppliers. As at 30 April 2009, the Group’s average 
creditor days figure was 56 days (2008: 57 days). The Group had £1,075,000 trade creditors at the year end (2008: £1,555,000).
DIRECTORS’ REPORT (CONTINUED) Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
17
DIRECTORS’ REPORT (CONTINUED)
SUBSTANTIAL SHAREHOLDINGS
At 21 July 2009 the following held more than 3% of the Company’s ordinary share capital, other than the shareholdings held by Directors.  No 
other person has reported an interest of more than 3% in the Company’s ordinary shares.
NAME NO OF SHARES %
Kabouter Management 3,750,000 11.7
Herald Investment Management 3,241,950 10.1
Mark H Dixon 2,250,000 7.0
Capital Group 1,544,200 4.8
Henderson Global Investors 1,400,000 4.4
Artemis Investment Management 1,125,000 3.5
FINANCIAL INSTRUMENTS
The Group’s principal financial instruments comprise bank loans and cash. The main purpose of these financial instruments is to provide 
finance for the Group’s operations.  The Group has various other financial assets and liabilities such as trade receivables and trade payables, 
which arise directly from its operations.  The Group has financed its business through a term loan and revolving credit facility.  The operations 
of the Group generate cash and the planned growth of activities is cash generative.   Full details of financial instruments are included in 
note 25 of the results.
GOING CONCERN 
The Board is responsible for considering whether it is appropriate to prepare financial statements on a going concern basis.  After making 
appropriate enquiries the Board concluded that the Group has adequate resources to continue in operation for the foreseeable future.  For 
this reason the Group continues to adopt the going concern basis in preparing the financial statements.
DISCLOSURE OF INFORMATION TO AUDITORS
All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed 
by the Group’s Auditors for the purposes of their audit and to establish that the Auditors are aware of that information. The Directors are not 
aware of any relevant audit information of which the Auditors are unaware.
DIRECTORS’ INDEMNITY
The Company purchased and maintained throughout the period Directors’ and officers’ liability insurance in respect of its Directors and 
officers and those of its subsidiaries.  
DIRECTORS
The Directors who held office during the period and until the date of this report were as follows:
Michael Higgins Non-Executive Chairman
Michael Greenlees Chief Executive Officer
Nick Manning Chief Operating Officer
Paul Gladman Chief Information Officer
Andrew Beach Chief Financial Officer
Stephen Thomson  Non-Executive Director 
Sarah Jane Thomson Non-Executive Director 
Fiona Driscoll  Non-Executive Director 
Richard Nichols Non-Executive Director (appointed 1 November 2008) Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
18
DIRECTORS’ INTERESTS
The beneficial interests of Directors, who were Directors at the year end, in the ordinary shares of the Company and options to purchase 
such shares at the beginning and end of the financial year comprised:
NUMBER OF
ORDINARY SHARES
30 APRIL
2009
OPTIONS
30 APRIL
2009
NUMBER OF
ORDINARY SHARES
30 APRIL
2008
OPTIONS
30 APRIL 
2008
Michael Higgins 64,500 - 64,500 -
Michael Greenlees 50,000 1,919,760 50,000 1,919,760
Nick Manning 50,000 1,464,285 50,000 1,464,285
Paul Gladman 908,804 1,308,451 908,804 508,451
Andrew Beach 20,000 164,476 20,000 96,908
Stephen Thomson 5,302,393 145,921 5,302,393 145,921
Sarah Jane Thomson 5,302,394 145,921 5,302,394 145,921
Fiona Driscoll  33,316 - 33,316 -
Richard Nichols - - - -
No Director has any direct interest in the shares of any subsidiary company.  Subsequent to the year end, Andrew Beach was awarded a 
further 25,000 share options.  There have been no other changes in the above Directors’ shareholdings between 30 April 2009 and 21 July 
2009.  
AUDITORS
BDO Stoy Hayward LLP have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the next 
Annual General Meeting. 
By order of the Board:
Andrew Beach  
Company Secretary
21 July 2009
DIRECTORS’ REPORT (CONTINUED) Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
19
BOARD OF DIRECTORS 
The Board of Directors, which comprises four Executive Directors, four independent Non-Executive Directors, and an independent Non-
Executive Chairman meets approximately seven times a year.  The Board is responsible for leading and controlling the Group.  The four 
Executive Directors and a further six members of senior management comprise the Group’s Business Development team, which meets on a 
frequent basis, and provides the principal vehicle for directing the Group’s business at an operational level.  
The following Board committees deal with the important aspects of the Group’s affairs and provide independent, objective advice.
AUDIT COMMITTEE
The Audit Committee, which meets three times a year, is chaired by Michael Higgins and comprises the Non-Executive Chairman and a 
minimum of one other Non-Executive Director.  The purpose of the committee is to ensure the preservation of good financial practices 
throughout the Group; to monitor that controls are in force to ensure the integrity of financial information; to review the interim and annual 
financial statements; and to provide a line of communication between the Board and the external Auditors.
REMUNERATION COMMITTEE
The Remuneration Committee, which meets at least once a year, is chaired by Michael Higgins and comprises the Non-Executive Chairman 
and two Non-Executive Directors. It is responsible for the Executive Directors’ remuneration and other benefits and terms of employment, 
including performance related bonuses and share options.  
NOMINATION COMMITTEE
Given the small size of the Board, the Board as a whole fulfils the function of the Nomination Committee.  
COMPLIANCE WITH THE COMBINED CODE
Under the rules of the AiM market the Group is not required to comply with the Combined Code.  However, the Directors have taken steps 
to comply with the Combined Code in so far as it can be applied practically, given the size of the Group and the nature of its operations.
The Directors acknowledge that fully listed companies are required to report on internal controls in compliance with The Combined Code.  
Despite the fact that the Group is not bound to comply, as it is listed on the AiM market, the Directors recognise the need to focus on 
significant risks and related controls, procedures and reports.  The Directors consider that such matters are dealt with appropriately bearing 
in mind the Group’s present size and its potential for expansion.
DIRECTORS, BOARD COMMITTEES AND
CORPORATE GOVERNANCE Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
20
The Directors are responsible for keeping adequate accounting records that show and explain the Company’s transactions, disclose with 
reasonable accuracy at any time the financial position of the Company, and enable them to ensure that the financial statements comply 
with the requirements of the Companies Act 2006.  
The Directors are required by the Companies Act 2006 to prepare financial statements for each financial year which give a true and fair 
view of the state of affairs of the Company and the group as at the end of the financial year and of the profit or loss of the group for the 
financial year.  The Directors are required to prepare financial statements in accordance with the rules of the London Stock Exchange for 
companies trading securities on the Alternative Investment Market.  The Directors have chosen to prepare financial statements for the 
Company in accordance with United Kingdom Generally Accepted Accounting Practice. 
In preparing the Group and Company financial statements, the Directors are required to:
•	 select	suitable	accounting	policies	and	then	apply	them	consistently;
•	 make	judgements	and	estimates	that	ar e	r easonable	and	prudent;
•	 for	the	Gr oup	financial	statements,	state	whether	they	have	been	pr epar ed	in	accor dance	with	IFRS	as	adopted	by	the	EU;	
•	 for	the	Company	financial	statements,	state	whether	applicable	UK	Acc ounting	Standar ds	have	been	followed;	and
•	 pr epar e	the	financial	statements	on	the	going	concer n	basis	unless	it	is	inappr opriate	to	pr esume	that	the	Gr oup	and	Company	will	
continue in business.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
WEBSITE PUBLICATION
The Directors are responsible for ensuring the annual report and financial statements are made available on a website.  
Financial statements are published on the Group’s website in accordance with legislation in the United Kingdom 
governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. 
The maintenance and integrity of the Group’s website is the responsibility of the Directors. The Directors’ responsibility also 
extends to the ongoing integrity of the financial statements contained therein.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
21
We have audited the financial statements of Ebiquity plc for the year ended 30 April 2009 which comprise the consolidated income 
statement, the consolidated statement of recognised income and expense, the consolidated and Company balance sheets, the 
consolidated cash flow statement and the related notes. The financial reporting framework that has been applied in the preparation of the 
group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.  
The financial reporting framework that has been applied in preparation of the parent company financial statements is applicable law and 
United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 
This report is made solely to the Company’s members, as a body, in accordance with sections 495 and 496 of the Companies Act 2006.  Our 
audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an 
auditor’s report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other 
than the Company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view.  Our responsibility is to audit the financial statements in accordance 
with applicable law and International Standards on Auditing (UK and Ireland).  Those standards require us to comply with the Auditing 
Practices Board’s (APB’s) Ethical Standards for Auditors. 
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance 
that the financial statements are free from material misstatement, whether caused by fraud or error.  This includes an assessment of: whether 
the accounting policies are appropriate to the Group’s and the parent company’s circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the 
financial statements. 
OPINION ON FINANCIAL STATEMENTS
In our opinion: 
•	 the	financial	statements	give	a	true	and	fair	view	of	the	state	of	the	Gr oup’s	and	the	par ent	company’s	af fairs	as	at	30	April	2009	and	of	
the Group’s profit for the year then ended;
•	 the	Gr oup	financial	statements	have	been	pr operly	pr epar ed	in	accor dance	with	IFRSs	as	adopted	by	the	Eur opean	Union;
•	 the	par ent	company’s	financial	statements	have	been	pr operly	pr epar ed	in	accor dance	with	United	Kingdom	Generally	Accepted	
Accounting Practice; and
•	 the	financial	statements	have	been	pr epar ed	in	accor dance	with	the	r equir ements	of	the	Companies	Act	2006.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent 
with the financial statements. 
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
•	 adequate	accounting	r ecor ds	have	not	been	kept	by	the	par ent	company,	or	r etur ns	adequate	for	our	audit	have	not	been	r eceived		
 from branches not visited by us; or 
•	 the	par ent	company	financial	statements	ar e	not	in	agr eement	with	the	accounting	r ecor ds	and	r etur ns;	or 
•	 certain	disclosur es	of	Dir ectors’	r emuneration	specified	by	law	ar e	not	made;	or 
•	 we	have	not	r eceived	all	the	infor mation	and	explanations	we	r equir e	for	our	audit.
Andrew Viner (senior statutory auditor) 
For and on behalf of BDO Stoy Hayward LLP, statutory auditor 
London
21 July 2009
INDEPENDENT AUDITORS’ REPORT TO THE
SHAREHOLDERS OF EBIQUITY PLC  Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
22
2009 2008
NOTE £’000 £’000
Revenue 18,419 17,220
Cost of Sales (8,574) (8,261)
Gross Profit 9,845 8,959
Administrative expenses – excluding highlighted items (7,482) (6,942)
Administrative expenses – highlighted items 3 (933) (3,140)
Total administrative expenses (8,415) (10,082)
Operating profit before highlighted items 4 2,363 2,017
Administrative expenses – highlighted items 3 (933) (3,140)
Operating profit/(loss) 1,430 (1,123)
Finance income 25 62
Finance expenses (268) (312)
Net finance costs (243) (250)
Share of loss of associates 13 (14) -
Profit/(loss) before taxation 1,173 (1,373)
Tax (expense)/income 7 (1,084) 97
Profit/(loss) for the year 89 (1,276)
Attributable to:
Equity holders of the parent 87 (1,276)
Minority interests 2 -
89 (1,276)
Earnings/(loss) per share
Basic 8 0.27p (4.00)p
Diluted 8 0.26p (4.00)p
The notes on pages 26 to 52 form part of these financial statements.
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 APRIL 2009 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
23
 2009 2008
£’000 £’000
Exchange differences on translation of overseas subsidiary (180) 13
Deferred tax movement on share based expenses - (80)
Total income and expense recognised directly in equity (180) (67)
Profit/(loss) for the year 89 (1,276)
Total recognised income and expense for the year (91) (1,343)
Attributable to:
Equity holders of the parent (93) (1,343)
Minority interest 2 -
(91) (1,343)
CONSOLIDATED STATEMENT OF RECOGNISED
INCOME AND EXPENSE 
FOR THE YEAR ENDED 30 APRIL 2009 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
24
2009 2008
NOTE £’000 £’000
Non current assets
Goodwill 9 8,754 8,754
Other intangible assets 10 2,795 2,876
Property, plant & equipment 11 971 882
Investment in joint ventures 12 115 115
Investment in associates 13 17 -
Loans and other financial assets 14 77 -
Deferred tax asset 20 142 979
Total non current assets 12,871 13,606
Current assets
Trade & other receivables 15 5,932 5,753
Cash & cash equivalents 16 1,246 1,687
Loans and other financial assets 14 362 -
Total current assets 7,540 7,440
Total assets 20,411 21,046
Current liabilities
Other financial liabilities 17 (2,513) (1,951)
Trade & other payables 18 (1,852) (2,273)
Current tax liabilities (306) (226)
Provisions 19 (51) (156)
Accruals & deferred income (4,266) (4,703)
Total current liabilities (8,988) (9,309)
Non current liabilities
Other financial liabilities 17 (1,332) (1,800)
Provisions 19 (99) (65)
Deferred tax liability 20 (565) (667)
Total non current liabilities (1,996) (2,532)
Total liabilities (10,984) (11,841)
Total net assets 9,427 9,205
Capital & reserves
Share capital 22 8,035 8,035
Share premium 23 1,846 1,846
Merger reserve 23 (4,504) (4,504)
Translation reserve 23 (117) 63
Retained earnings 23 4,167 3,765
Capital and reserves attributable to the equity holder of the parent 23 9,427 9,205
Minority interest - -
Total equity 9,427 9,205
The financial statements on pages 22 to 52 were approved and authorised for issue by the Board of Directors on 21 July 2009 and were 
signed on its behalf by:
Michael Greenlees  Andrew Beach
Director Director
The notes on pages 26 to 52 form part of these financial statements.
CONSOLIDATED BALANCE SHEET
AS AT 30 APRIL 2009 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
25
 2009 2008
£’000 £’000
Cashflows from operating activities
Profit/(loss) before taxation 1,173 (1,373)
Adjustments for:
Depreciation 364 333
Amortisation 487 434
Capitalised development costs write off 106 1,457
Foreign exchange gain on intercompany balances (298) -
Share option charges 313 99
Finance income (25) (62)
Finance expenses 268 312
Call/put options valuation (net) (6) -
Share of loss of associates 14 -
2,396 1,200
Increase in trade receivables (10) (41)
(Decrease)/increase in trade payables (951) 849
(Decrease)/increase in provisions (71) 3
Cash generated from operations 1,364 2,011
Finance expenses (268) (312)
Income taxes (paid)/refunded (269) 107
Net cash from operating activities 827 1,806
Cashflows from investing activities
Purchase of property, plant & equipment (454) (610)
Purchase of intangible assets (511) (335)
Purchase of investments (26) (128)
Purchase of investments in associates (17) -
Grant of loan to associates (362) -
Finance income 25 62
Net cash used in investing activities (1,345) (1,011)
Cashflows from financing activities
Proceeds from issue of share capital - 104
Proceeds from long term borrowings 1,113 -
Repayment of bank loans (1,013) (863)
Loan note settlement (51) (443)
Net cashflow used in financing activities 49 (1,202)
Net decrease in cash, cash equivalents and bank overdrafts (469) (407)
Effect of unrealised foreign exchange gains 28 (11)
Cash, cash equivalents and bank overdraft at beginning of period 1,687 2,105
Cash, cash equivalents and bank overdraft at end of period (note 16) 1,246 1,687
CONSOLIDATED CASHFLOW STATEMENT 
FOR THE YEAR ENDED 30 APRIL 2009 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
26
1.  ACCOUNTING POLICIES
BASIS OF PREPARATION
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, International 
Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted 
by European Union (Adopted IFRSs) and with those parts of the Companies Act 2006 applicable to companies preparing their financial 
statements under Adopted IFRSs.
SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted are set out below.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its 
subsidiaries).  Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so 
as to obtain benefits from its activities.  The results of each subsidiary are included from the date that control is transferred to the Group until 
the date that control ceases.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those 
used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
Minority interests represents the portion of profit and net assets in subsidiaries that is not held by the Group.
BUSINESS COMBINATIONS
Purchase method of accounting
The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or 
assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the 
business combination.  The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under 
IFRS 3 are recognised at their fair value at the acquisition date.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, 
liabilities and contingent liabilities recognised.
Merger method of accounting
Under IFRS 1, the Group is not required to re-state acquisitions or business combinations prior to the date of transition.  Therefore the Group is 
permitted to retain its historical merger accounting position in the consolidated accounts.  
INVESTMENTS IN JOINT VENTURES
A jointly controlled entity is an entity over which the Group exercises joint control through a contractual arrangement.  The Group’s 
investment in its jointly controlled entities is recognised using the equity method of accounting.  The investment is initially recognised at cost 
and the carrying amount is increased or decreased to recognise the Group’s share of the profit or loss of the jointly controlled entity after 
the date of acquisition. The Group’s share of the profit or loss of the jointly controlled entity is recognised in the Group’s profit or loss. To the 
extent that distributions received from the jointly controlled entity are made out of pre-acquisition profits then such dividends are applied to 
reduce the carrying amount of the investment. 
INVESTMENTS IN ASSOCIATES
An associate is an entity over which the Group is in a position to exercise significant influence, but not control or joint control, through 
participation in the financial and operating policy decisions of the investee.  Significant influence is the power to participate in the financial 
and operating policy decisions of the investee but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting.  
Investments in associates are carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group’s share of the net 
assets of the associate, less any impairment in the value of individual investments.  Losses of an associate in excess of the Group’s interest 
in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are 
recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
27
Any excess of the cost of acquisition over the Group’s share of the fair values of the identifiable net assets of the associate at the date of 
acquisition is recognised as goodwill.  The goodwill is included within the carrying amount of the investment and is assessed for impairment 
as part of that identifiable net assets of the associate at the date of acquisition (i.e. discount on acquisition) is credited in profit or loss in the 
period of acquisition.
Where a group company transacts with an associate of the Group, profits and losses are eliminated to the extent of the Group’s interest in 
the relevant associate.  Losses may provide evidence of an impairment of the asset transferred in which case appropriate provision is made 
for impairment.
GOODWILL
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable 
assets and liabilities of a subsidiary.  Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any 
accumulated impairment losses.  Goodwill which is recognised as an asset is reviewed for impairment at least annually.  Any impairment is 
recognised immediately in the Income Statement and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the 
synergies of the combination.  Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more 
frequently when there is an indication that the unit may be impaired.  If the recoverable amount of the cash-generating unit is less than the 
carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and 
then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. 
Goodwill arising on other acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to 
being tested for impairment at that date.  
REVENUE RECOGNITION
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided 
in the normal course of business, net of discounts, VAT and other sales related taxes. Income is recognised evenly over the period of the 
contract for media monitoring, news and vouching subscription, and in accordance with the stage of completion of the contract activity 
for consultancy income.
If the outcome of a contract cannot be estimated reliably, the contract revenue is recognised to the extent of contract costs incurred that 
it is probable would be recoverable.  Costs are recognised as an expense in the period in which they are incurred.
FINANCE INCOME AND EXPENSES
Finance income and expense represents interest receivable and payable.  Finance income and expense is recognised on an accruals 
basis, based on the interest rate applicable to each bank or loan account.
FOREIGN CURRENCIES
For the purposes of the consolidated financial statements, the results and financial position of each Group company are expressed in 
pounds sterling, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional currency 
(foreign currencies) are recorded at the rates of exchange prevailing on the dates of transactions.  At each balance sheet date, monetary 
assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated 
at exchange rates prevailing on the balance sheet date.  Income and expense items are translated at the average exchange rate for the 
period, which approximates to the rate applicable at the dates of the transactions.  
The exchange differences arising from the retranslation of the balance sheet amounts of foreign subsidiaries and the difference on 
translation of the results of those subsidiaries into the presentational currency of the Group are recognised in the translation reserve.  All other 
exchange differences are dealt with through the Income Statement.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
28
HIGHLIGHTED ITEMS
Highlighted items comprise significant recurring non-cash items, and cash and non-cash non-recurring items which are highlighted in the 
income statement because separate disclosure is considered relevant for an understanding of the underlying performance of the business.
TAXATION
The tax expense included in the Consolidated Income Statement comprises current and deferred tax. Current tax is the expected tax 
payable on the taxable income for the period, using tax rates enacted or substantively enacted by the balance sheet date. 
Tax is recognised in the Consolidated Income Statement except to the extent that it relates to items recognised directly in equity, in which 
case it is recognised in equity. 
Using the balance sheet liability method, deferred tax is provided on all temporary differences between the carrying amounts of assets and 
liabilities for financial reporting purposes and their tax bases, except for differences arising on:
•	 the	initial	r ecognition	of	goodwill;
•	 the	initial	r ecognition	of	an	asset	or	liability	in	a	transaction	which	is	not	a	b usiness	combination	and	at	the	time	of	the	transaction	af fects	
neither accounting or taxable profit; and
•	 investments	in	subsidiaries	and	jointly	contr olled	entities	wher e	the	Gr oup	is	able	to	contr ol	the	timing	of	the	r eversal	of	the	dif fer ence	and	
it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the 
difference can be utilised.  The carrying amount of deferred tax assets is reviewed at each balance sheet date.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet 
date and are expected to apply when the deferred tax liabilities/assets are settled/recovered.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the 
deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
•	 the	same	taxable	gr oup	company;	or
•	 dif fer ent	gr oup	entities	which	intend	either	to	settle	curr ent	tax	assets	and	liabilities	on	a	net	basis,	or	to	r ealise	the	assets	and	settle	the	
liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or 
recovered.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives.  The rates generally applicable are:
Motor vehicles 25% per annum reducing balance
Fixtures, fittings and equipment 25% per annum reducing balance
Computer equipment 25% per annum on costs
Short leasehold land and buildings improvements Over the life of the lease
Plant and equipment Straight line over 3-10 years
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
29
OTHER INTANGIBLE ASSETS
Internally-generated intangible assets – development expenditure
An internally-generated intangible asset arising from the Group’s development expenditure is recognised only if all of the following 
conditions are met:
•	 it	is	technically	feasible	to	develop	the	asset	so	that	it	will	be	available	for	 use	or	sale;
•	 adequate	r esour ces	ar e	available	to	complete	the	development	and	to	use	or	sell	the	asset;
•	 ther e	is	an	intention	to	complete	the	asset	for	use	or	sale;
•	 the	Gr oup	is	able	to	use	or	sell	the	intangible	asset;
•	 it	is	pr obable	that	the	asset	cr eated	will	generate	futur e	economic	benefits;	and
•	 the	development	cost	of	the	asset	can	be	measur ed	r eliably.
Internally-generated intangible assets are amortised on a straight-line basis over their useful lives.  Amortisation commences when the 
asset is available for use and useful lives range from 1-5 years.  Where an internally-generated intangible asset cannot be recognised, 
development expenditure is recognised as an expense in the period in which it is incurred.
Purchased intangible assets
Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful 
economic lives. The amortisation expense is included within the administrative expenses line in the Income Statement. Intangible assets 
are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The 
amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques. In-process research and development 
programmes acquired in such combinations are recognised as an asset even if subsequent expenditure is written off because the criteria 
specified in the policy for development costs above are not met. 
The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles 
acquired in a business combination are as follows:
INTANGIBLE ASSET USEFUL ECONOMIC LIFE COST METHOD 
Media Consulting - customer relationships Straight line over 10 years Estimated discounted cash flow
Marketing Sciences - customer relationships Straight line over 5 years Estimated discounted cash flow
Billetts America - customer relationships Straight line over 2 years Estimated discounted cash flow
Trade name Straight line over 10 years Estimated royalty stream if rights were to be licensed
Non-compete agreement Straight line over 1.5 years Estimated discounted cash flow of potentially lost revenue
IMPAIRMENT
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to 
amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount 
may not be recoverable. If any such condition exists, the recoverable amount of the asset is estimated in order to determine the extent, if 
any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, estimates are made of 
the cashflows of the cash generating unit to which the asset belongs.
Recoverable amount is the higher of fair value, less costs to sell, and value in use. In assessing value in use, estimated future cashflows are 
discounted to their present value using a discount rate appropriate to the specific asset or cash generating unit.
If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying value of the asset 
or cash generating unit is reduced to its recoverable amount. Impairment losses are recognised immediately in the income statement. 
In respect of assets other than goodwill, an impairment loss is reversed if there has been a change in the estimates used to determine the 
recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying 
amount that would have been determined, net of depreciation or amortisation, if impairment loss had been recognised. 
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
30
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the contractual 
provisions of the instrument.
Financial assets
The Group classifies its financial assets as ‘loans and receivables’ and ‘other financial assets’.  Loans and receivables are non-derivative 
financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of 
goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are carried at 
cost less any provision for impairment.
Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the 
counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due, the amount of such 
a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with 
the impaired receivable.  For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with 
the loss being recognised within administrative expenses in the income statement.  On confirmation that the trade receivable will not be 
collectable, the gross carrying value of the asset is written off against the associated provision.
Other financial assets consist of option acquisition costs and call options, which are carried at fair value with changes in fair value being 
reflected in the income statement.
Financial liabilities
The Group classifies its financial liabilities as ‘Other financial liabilities’.  These are initially recognised at fair value. Interest bearing liabilities are 
subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period 
to repayment is at a constant rate on the balance of the liability carried in the balance sheet. “Interest expense” in this context includes 
initial transaction costs as well as any interest or coupon payable while the liability is outstanding.  Put options are carried at fair value with 
changes in fair value being reflected in the income statement.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand and short term deposits.  Bank overdrafts are an integral part of the Group’s cash 
management and are included as a component of cash and cash equivalents for the purpose of the cash flow statement.
PROVISIONS
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be 
required to settle that obligation.  Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation 
at the balance sheet date, and are discounted to present value where the effect is material.
EMPLOYEE SHARE OWNERSHIP PLAN (ESOP)
As the Company is deemed to have control of its ESOP trust, it is treated as a subsidiary and consolidated for the purposes of the Group 
accounts. The ESOP’s assets (other than investments in the company’s shares), liabilities, income and expenses are included on a line-by-line 
basis in the Group financial statements. The ESOP’s investment in the Company’s shares is deducted from shareholders’ funds in the Group 
balance sheet as if they were treasury shares, except that profits on the sale of ESOP shares are not credited to the share premium account.
SHARE-BASED PAYMENTS
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the 
consolidated income statement over the vesting period.  Non-market vesting conditions are taken into account by adjusting the number 
of equity investments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting 
period is based on the number of options that eventually vest.  A charge is made irrespective of whether the market vesting conditions are 
satisfied.  The cumulative expense is not adjusted for failure to achieve a market vesting condition.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
31
RETIREMENT BENEFITS
Defined contribution schemes: Contributions to defined contribution pension schemes are charged to the Income Statement in the year to 
which they relate.  
LEASED ASSETS
Where substantially all of the risks and rewards incidental to ownership are retained by the lessor (an “operating lease”), the total rentals 
payable under the lease are charged to the Income Statement on a straight-line basis over the lease term.  The land and buildings 
elements of property leases are considered separately for the purposes of lease classification.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes estimates and judgements concerning the future.  The resulting accounting estimates will, by definition, seldom equal the 
related actual results.  The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of 
assets and liabilities within the next financial year are discussed below.
Carrying value of goodwill and other intangible assets
Determining whether goodwill and other intangibles should be capitalised, the amortisation period appropriate to intangible assets and 
whether or not these assets are impaired requires estimation of the value in use of the cash-generating units to which the goodwill and 
other intangible assets has been allocated.  The value in use calculation requires the entity to estimate future cash flows expected to arise 
from the cash-generating unit and a suitable discount rate in order to calculate present value.  Details regarding the goodwill and other 
intangible assets carrying value and assumptions used in carrying out the impairment reviews are provided in notes 9 and 10.
Income taxes
The Group is primarily subject to income taxes in the UK and the US, and judgement and estimates of future profitability are required to 
determine the Groups deferred tax position.  If the final tax outcome is different to that assumed, resulting changes will be reflected in the 
Income Statement, unless the tax relates to an item charged to equity in which case the changes in the tax estimates will also be reflected 
in equity.  The Company believes that its accruals for tax liabilities are adequate for all open audit years based on its assessment of many 
factors including past experience and interpretations of tax law.  This assessment relies on estimates and assumptions and may involve a 
series of complex judgments about future events.  To the extent that the final tax outcome of these matters is different than the amounts 
recorded, such differences will impact income tax expense in the period in which such determination is made.
Valuation of share based payments
In determining the fair value of share based payments management have to assess which valuation models are appropriate and estimate 
various inputs into these models, in particular, expected option lives and share price volatility.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
32
ADOPTION OF NEW STANDARDS AND INTERPRETATIONS
Certain new standards, amendments to new standards and interpretations have been published that are mandatory to the Group’s future 
accounting period but have not been adopted early in these financial statements. These are set out below:
TITLE IMPLEMENTATION ANTICIPATED EFFECT ON THE GROUP
IFRIC 13: Customer Loyalty programmes Periods commencing on or after 1 July 2008 None.
IFRIC 15: Agreements for the construction 
of real estate
Periods commencing on or after 1 January 2009 None.
IFRIC 16: Hedges of net investment in a 
foreign operation
Periods commencing on or after 1 October 2008 None.
IFRIC 17: Distribution of non-cash assets 
to owners
Periods commencing on or after 1 July 2009 None.
IFRIC 18: Contributions of Assets from 
Customers
Transfers received on or after 1 July 2009. Management is currently assessing the impact on 
the financial statements.
Improvements to IFRS (May 2008) Periods commencing on or after 1 January 2009 Management is currently assessing the impact on 
the financial statements.
Improvements to IFRS (April 2009) Periods commencing on or after 1 July 2009 or 
1 January 2010
Management is currently assessing the impact on 
the financial statements.
IAS 1 (Revised 2007): Presentation of 
financial statements
Periods commencing on or after 1 January 2009 Changes to presentation of primary financial 
statements. Management is currently assessing 
impact.
IAS 16: Property plan and equipment Periods commencing on or after 1 January 2009 None.
IAS 19: Employee benefits Periods commencing on or after 1 January 2009 None.
IAS 20: Government grants Periods commencing on or after 1 January 2009 None.
IAS 23: Borrowing costs Periods commencing on or after 1 January 2009 Management is currently assessing the impact of 
IAS 23 on the financial statements.
IAS 27: Consolidated and separate financial 
statements
Periods commencing on or after 1 July 2009 Management is currently assessing the impact on 
the financial statements.
IAS 32 (Amendment): Presentation and IAS 
1 Presentation of financial statements – put-
table financial instruments and obligations 
arising on liquidation
Periods commencing on or after 1 July 2009 None.
IAS 39 (Amendment): Eligible hedged items Periods commencing on or after 1 July 2009 None.
IFRS 2: Vesting conditions and cancella-
tions
Periods commencing on or after 1 January 2009 None.
IFRS 3 (Amendment); Business combina-
tions
Periods commencing on or after 1 July 2009 Management is currently assessing the impact of 
IFRS 3 on the financial statements.
IFRS 8: Operating segments Periods commencing on or after 1 January 2009 Additional disclosures only.
Embedded Derivatives (Amendments to 
IFRIC 9 and IAS 39)
Periods ending on or after 30 June 2009. None.
Amendments to IFRS 7: Improving disclo-
sures about financial instruments
Periods commencing on or after 1 January 2009 Additional disclosures. Management is currently 
assessing impact.
2.  SEGMENTAL REPORTING
The Group offers its clients a range of media information products and services.  These products and services were considered under a 
number of criteria (including nature of the products and services, type or class of clients, methods of distribution and supply).  
Since last year’s Annual Report, the “Consulting Services” division has been renamed “Analytics” (and consists of the Group’s marketing 
effectiveness and media auditing and consultancy practices) and the “Technology and Data” division as “Platform” (which consists of 
advertising and editorial monitoring and ePublisher services).  It was concluded that the following segments generally have separate risks 
and returns:
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
33
Analytics: comprising revenue from audit services and marketing effectiveness consultancy, which are delivered by teams of media 
professionals using proprietary technology solutions and support services.
Platform: comprising revenue from competitive advertising monitoring, news monitoring and e-vouching, all of which are delivered via 
online platforms.
During the year, the allocation methods of central costs were reviewed and adjusted to provide a more accurate representation of the 
costs associated with the operation of each segment.  The prior year comparatives have subsequently been restated to reflect the revised 
methods.
The effect on the prior year figures as a result of this change is a £469,000 reduction in Analytics profit, a £170,000 decrease in loss in the 
Platform division and a £299,000 reduction in central costs.
Primary reporting format – business segments 
Year ended 30 April 2009
ANALYTICS PLATFORM CENTRAL
TOTAL CONTINUING 
OPERATIONS
£’000 £’000 £’000 £’000
Revenue
External 12,786 5,633 - 18,419
Total revenue 12,786 5,633 - 18,419
Result
Operating profit/(loss) before highlighted items 3,241 (355) (523) 2,363
Highlighted items - administrative expenses (573) (226) (134) (933)
Operating profit/(loss) 2,668 (581) (657) 1,430
Finance income 25
Finance expenses (268)
Share of loss of associates (14)
Profit before tax 1,173
Tax expense (1,084)
Profit 89
Other information
Segment assets 12,689 7,436 154 20,279
Investments in equity method associates/JVs
-
- 132 132
Consolidated total assets 12,689 7,436 286 20,411
Segment liabilities (3,085) (4,514) (3,385) (10,984)
Consolidated total liabilities (3,085) (4,514) (3,385) (10,984)
Capital expenditure on PP&E and IFAs 138 381 446 965
Depreciation of PP&E (152) (212) - (364)
Amortisation of intangible fixed assets (362) (125) - (487)
Other non-cash expenses
     - foreign exchange 175 3 279 457
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
34
Year ended 30 April 2008 (Restated) 
ANALYTICS PLATFORM CENTRAL
TOTAL CONTINUING 
OPERATIONS
£’000 £’000 £’000 £’000
Revenue
External 11,310 5,910 - 17,220
Total revenue 11,310 5,910 - 17,220
Result
Operating profit/(loss) before highlighted items 1,857 419 (259) 2,017
Highlighted items - administrative expenses (1,102) (2,029) (9) (3,140)
Operating profit/(loss) 755 (1,610) (268) (1,123)
Finance income 62
Finance expenses (312)
Loss before tax (1,373)
Tax income 97
Loss (1,276)
Other information
Segment assets 17,375 3,489 67 20,931
Investments in equity method associates/JVs - - 115 115
Consolidated total assets 17,375 3,489 182 21,046
Segment liabilities (3,836) (5,486) (2,519) (11,481)
Consolidated total liabilities (3,836) (5,486) (2,519) (11,481)
Capital expenditure on PP&E and IFAs 6 632 307 945
Depreciation of PP&E (138) (195) - (333)
Amortisation of intangible fixed assets (369) (65) (434)
Other non-cash expenses
     - foreign exchange 32 10 (3) 39
Secondary reporting format – geographical segments
The Group’s business segments operate in 4 main geographical areas.  The home country of the Group is the United Kingdom.  
 YEAR TO 30 APRIL 2009 YEAR TO 30 APRIL 2008
EXTERNAL 
REVENUE BY 
LOCATION OF 
CUSTOMERS
TOTAL ASSETS 
BY LOCATION 
OF ASSETS
CAPITAL
EXPENDITURE BY
LOCATION OF 
ASSETS
EXTERNAL 
REVENUE BY 
LOCATION OF 
CUSTOMERS
TOTAL ASSETS 
BY LOCATION 
OF ASSETS
CAPITAL
EXPENDITURE BY
LOCATION  OF 
ASSETS
£’000 £’000 £’000 £’000 £’000 £’000
United Kingdom 13,904 19,586 965 13,993 20,555 939
Rest of Europe 1,198 21 - 663 108 1
North America 2,207 804 - 1,978 383 5
Rest of world 1,110 - - 586 - -
Total 18,419 20,411 965 17,220 21,046 945
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
35
3.  HIGHLIGHTED ITEMS
Highlighted items comprise significant non-cash charges and non-recurring items which are highlighted in the income statement because 
separate disclosure is considered relevant in understanding the underlying performance of the business.
YEAR ENDED 30 APRIL 2009 YEAR ENDED 30 APRIL 2008
CASH NON-CASH TOTAL CASH NON-CASH TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Recurring:
Share based expenses - 313 313 - 99 99
Amortisation of purchased intangibles - 362 362 - 369 369
- 675 675 - 468 468
Non recurring:
Restructuring costs 258 - 258 521 - 521
Development costs write off - - - - 1,457 1,457
Property costs - - - 548 (90) 458
Other costs - - - 236 - 236
258 - 258 1,305 1,367 2,672
Total highlighted items 258 675 933 1,305 1,835 3,140
The restructuring costs of £258,000 relate primarily to a realignment of our senior management structure, closure of our Spanish office 
following investment in a replacement venture, and a reduction of the operations workforce due to reduced workload.
4.  OPERATING PROFIT
Operating profit is stated after charging/(crediting):
2009 2008
£’000 £’000
Operating lease rentals 
    - motor vehicles 21 21
    - land and buildings 460 451
Depreciation – owned assets 364 333
Amortisation of capitalised development costs 125 66
Amortisation of purchased intangible assets 362 369
Development costs - expensed 470 464
Foreign exchange gain (457) (39)
Income from sub-lease (86) (22)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
36
Auditor remuneration
During the period the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditors at costs as 
detailed below:
2009 2008
£’000 £’000
Fees payable to the Company’s auditors for the audit of the parent company and consoli-
dated financial statements
5 5
Fees payable to the Company’s auditors and its associates for other services:
     - The audit of the Company’s subsidiaries, pursuant to  legislation 68 64
     - Other taxation services - 15
     - Other services 12 11
85 95
5.  EMPLOYEE INFORMATION
The average number of employees of the Group, including Executive Directors, was as follows:
2009 2008
NO. NO.
Sales and marketing 98 96
Information technology development 16 18
Production 115 103
Administration 18 15
Directors 8 8
255 240
All employee costs (with the exception of employees of overseas subsidiaries) were borne by Ebiquity Associates Limited.  Staff costs for all 
employees, including Executive Directors, consist of:
 2009 2008
£’000 £’000
Wages and salaries 8,077 7,948
Social security costs 922 879
Pension costs 164 171
Share options charge 313 99
9,476 9,097
Directors’ Remuneration
2009 2008
£’000 £’000
Michael Higgins 68 68
Michael Greenlees 304 185
Nick Manning 253 129
Michael Uzielli  (Resigned on 22 February 2008) - 119
Andrew Beach   (Appointed on 23 April 2008) 101 2
Paul Gladman 181 160
Stephen Thomson 72 97
Sarah Jane Thomson 70 95
Fiona Driscoll 36 36
Richard Nichols   (Appointed on 1 November 2008) 14 -
1,099 891
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
37
Highest paid director
 2009 2008
£’000 £’000
Salary 304 185
304 185
No Directors were part of a company pension scheme as at 30 April 2009 (2008: nil).  Contributions totalling £39,000 (2008: £37,000) were 
made to Directors’ private pension schemes (£nil to the highest paid Director, 2008: nil) during the year.  No performance bonuses were paid 
to Directors (2008: nil).
6.  FINANCE INCOME AND EXPENSES
2009 2008
£’000 £’000
Bank interest 20 62
Interest on loan to associates 5 -
Finance income 25 62
Bank loans and overdrafts interest 267 304
Loan note interest 1 8
Finance expenses 268 312
7.  TAXATION
2009 2008
£’000 £’000
UK tax
Current year 420 108
Prior year (80) 115
340 223
Foreign tax
Current year 9 - 
Total current tax 349 223
Deferred tax
Origination and reversal of temporary differences 735 (202)
Rate change - 22
Prior year - (140)
735 (320)
Total tax expense/(income) 1,084 (97)
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
38
The difference between tax as charged in the financial statements and tax at the nominal rate is explained below:
 2009 2008
£’000 £’000
Profit/(loss) before tax 1,173 (1,373)
Corporation tax at 28% (2008: 30%) 328 (412) 
Non deductible taxable expenses 36 98 
Overseas tax rate differential (5) -
Overseas losses unrecognised 4 55 
Capital allowances 4 (26) 
Additional deduction for R&D expenditure (47) -
Effect of rate change - 22
Over provision of current and prior year tax (80) (156)
Other temporary differences 844 322 
Total tax expense/(income) 1,084 (97)
8.  EARNINGS PER SHARE
The calculation of the basic and diluted earnings per share is based on the following data:
 2009 2008
£’000 £’000
Earnings/(loss) for the purpose of basic earnings per share being net profit attributable to equity 
holders of the parent
87 (1,276)
Adjustments:
Deferred tax 735 (320)
Highlighted items – recurring
1
675 467
Highlighted items – non recurring
1
258 2,673
Earnings for the purpose of underlying earnings per share 1,755 1,544
Number of shares:
Weighted average number of ordinary shares for the purpose of basic earnings per share 32,139,435 31,877,389
Effect of dilutive potential ordinary shares
Share options
2
1,082,978 3,255,634
Weighted average number of ordinary shares for the purpose of diluted earnings per share 33,222,413 35,133,023
Basic earnings/(loss) per share 0.27p (4.00)p
Diluted earnings/(loss) per share
2
0.26p (4.00)p
Underlying basic earnings per share 5.46p 4.84p
Underlying diluted earnings per share
2
5.28p 4.39p
1.   Highlighted items (see note 3).
2.   Note that certain share options have been excluded from the calculation of diluted EPS as their exercise price is greater than the 
weighted average share price during the year (i.e. they are out-of-the-money) and therefore it would not be advantageous for the 
holders to exercise those options.  1,601,673 (2008: 400,862) share options have not been included within the diluted earnings per share 
calculation at 30 April 2009 as they are anti-dilutive for the periods presented.  These shares could potentially dilute earnings per share in 
the future.
There have been no movement in shares since the balance sheet date.
Since the balance sheet date 326,800 share options were issued to employees of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
39
9.  GOODWILL
£’000
At 30 April 2008 and 2009 8,754
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill may be impaired.  The recoverable 
amounts are determined from value in use calculations.  The key assumptions for the value in use calculations are those regarding the 
discount rates and growth rates.  Management estimates discount rates using rates that reflect current market assessments of the time value 
of money and risk specific to the cash-generating units.   The group prepares cash flow forecasts, and these are consistent with the business 
acquisitions plans.  The cash flows have been discounted at 10%.  The growth rates applied were between 7-16%. No impairment of goodwill 
was recognised in 2009 (2008: £nil).
10.  OTHER INTANGIBLE ASSETS
CAPITALISED
 DEVELOPMENT COSTS
PURCHASED 
INTANGIBLE  ASSETS
TOTAL 
INTANGIBLE  ASSETS
£’000 £’000 £’000
Cost
At 1 May 2007 3,488 3,395 6,883
Additions 335 - 335
Write off (3,251) - (3,251)
At 1 May 2008 572 3,395 3,967
Additions 511 - 511
Write off (131) - (131)
At 30 April 2009 952 3,395 4,347
Amortisation
At 1 May 2007 (1,805) (646) (2,451)
Provision for the year (66) (368) (434)
Write off 1,794 - 1,794
At 1 May 2008 (77) (1,014) (1,091)
Provision for the year (125) (362) (487)
Write off 26 - 26
At 30 April 2009 (176) (1,376) (1,552)
Net book value
At 30 April 2009 776 2,019 2,795
At 30 April 2008 495 2,381 2,876
At 30 April 2007 1,683 2,749 4,432
Amortisation is charged within administrative expenses so as to write off the cost of the purchased intangible assets over their estimated 
useful lives. The assets, initial values and amortisation periods used are as follows:
PURCHASED INTANGIBLES
COST AT
ACQUISITION
CURRENT
CARRYING VALUE
USEFUL 
ECONOMIC LIFE
REMAINING PERIOD 
OF AMORTISATION
£’000 £’000 YEARS YEARS
Media Consulting customer relationships 2,859 1,811 10 6.3
Marketing Sciences customer relationships 271 72 5 1.3
Billetts America customer relationships 43 - 2 -
Trade name 215 136 10 6.3
Non-compete 7 - 1.5 -
Total 3,395 2,019
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
40
11.  PROPERTY, PLANT AND EQUIPMENT
MOTOR
VEHICLES
FIXTURES, 
FITTINGS AND 
EQUIPMENT
COMPUTER 
EQUIPMENT
SHORT
LEASEHOLD LAND 
AND BUILDINGS
IMPROVEMENTS
PLANT AND 
EQUIPMENT TOTAL
£’000 £’000 £’000 £’000 £’000 £’000
Cost
At 1 May 2007 1 749 1,586 308 26 2,670
Additions - 178 242 190 - 610
Disposals - (96) (82) (308) (126) (612)
Transfers - (238) 138 - 100 -
At 1 May 2008 1 593 1,884 190 - 2,668
Additions - 48 334 72 - 454
Disposals (1) - - - - (1)
At 30 April 2009 - 641 2,218 262 - 3,121
Depreciation
At 1 May 2007 - 609 1,183 252 16 2,060
Charge for the year 1 38 238 46 10 333
Disposals - (92) (81) (308) (126) (607)
Transfers - (212) 97 15 100 -
At 1 May 2008 1 343 1,437 5 - 1,786
Charge for the year - 72 249 44 - 365
Disposals (1) - - - - (1)
At 30 April 2009 - 415 1,686 49 - 2,150
Net Book Value
At 30 April 2009 - 226 532 213 - 971
At 30 April 2008 - 250 447 185 - 882
At 30 April 2007 1 140 403 56 10 610
 
No assets are held under finance leases.
12.  INVESTMENT IN JOINT VENTURES
£’000
At 30 April 2008 and 2009 115
The investment in joint ventures relates to the Group’s 50% fixed capital investment in Thomson Media Control Gmbh & Co Kg (TMC), a 
media monitoring business incorporated in Baden-Baden, Germany.  TMC is currently loss making.  In accordance with the contractual 
arrangement, the Group is not required to fund losses of the joint venture, but will share in profits once TMC has cumulative profits.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
41
Subsidiaries
At 30 April 2009 the Company had interests in the following subsidiary undertakings:
SUBSIDIARY UNDERTAKING
COUNTRY OF
INCORPORATION
CLASS OF SHARE 
CAPITAL HELD DIRECT INDIRECT
NATURE OF
BUSINESS
Ebiquity Associates Limited (formerly
Thomson Intermedia Associates Limited)
England and Wales Ordinary £1 100% - Technology and media 
monitoring business
BCMG Limited England and Wales Ordinary £1 100% - Holding company
Billetts Media Consulting Limited England and Wales Ordinary £1 - 100% Media consultants
Billetts International Limited England and Wales Ordinary £1 - 100% Media consultants
Billetts Marketing Sciences Limited England and Wales Ordinary £1 - 100% Marketing consultants
Barsby Rowe Limited England and Wales Ordinary £1 - 100% Dormant
Billetts Consulting Limited England and Wales Ordinary £1 - 100% Holding company
BCMG Acquisitions Limited England and Wales Ordinary £1 - 100% Holding company
Billetts Marketing Investment Management 
Limited (formerly Billetts Media
Management Limited)
England and Wales Ordinary £1 - 100% Dormant
The Billetts Consultancy Limited England and Wales Ordinary £1 - 100% Dormant
Billetts Limited England and Wales Ordinary £1 - 100% Dormant
Baystar Limited England and Wales Ordinary £1 - 100% Dormant
BCMG US Inc US Ordinary $1 - 100% Holding company
Billetts America LLC US Ordinary $1 - 95% Media consultants
Thomson Intermedia Spain, S.L. Spain Ordinary €1 100% - Non trading
 
13.  INVESTMENT IN ASSOCIATES 
30 APRIL 2009
£’000
Aggregated amounts relating to associates
Total assets 372
Total liabilities (489)
Revenues 253
Loss (140)
Group’s investment in associate 31
Group’s share of loss (14)
Net investment in associates as at 30 April 2009 17
 The above amounts relate solely to the Group’s associate in Germany, ‘Billetts Germany GmbH’.  Billetts Germany GmbH was incorporated 
in Germany and BCMG Limited (a 100% owned subsidiary of Ebiquity plc) holds 10% of the voting interest in the company.  Since two 
employees of the Group sit on the Board of Billetts Germany, it was concluded that Ebiquity has significant influence.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
42
14. LOANS AND OTHER FINANCIAL ASSETS
2009
£’000
Current
Loans to associates 362
Non current
Option acquisition costs 26
Call option 51
77
Total loans and other financial assets 439
The loans to associate relates to the loan to Billetts Germany GmbH.  This loan is repayable on demand.  The entire balance is to be repaid 
by 30 October 2011 if not called earlier.  Interest is payable at 3% above the 12-month Euribor.
During the year, Ebiquity plc acquired the right to purchase 25% of the share capital of Media Value S.L., a media auditing and consultancy 
business registered in Spain.  The call option can be exercised when certain criteria have been met.  The amount shown is the fair value as 
at the balance sheet date valued in accordance with IAS 39.   See note 17 for the corresponding put option.
15.  TRADE AND OTHER RECEIVABLES
2009 2008
£’000 £’000
Trade and other receivables due within one year
Trade receivables 3,223 3,069
Less provision for doubtful debts (105) (17)
Net trade receivables 3,118 3,052
Other receivables 362 337
Prepayments & accrued income 2,452 2,364
5,932 5,753
The Directors consider that the carrying amount of receivables are reasonable approximations of their fair value.
16.  CASH AND CASH EQUIVALENTS
2009 2008
£’000 £’000
Cash & cash equivalents 1,246 1,687
The Group has a legally enforceable right of set off for cash and cash equivalents and bank overdrafts with the Bank of Scotland. Cash and 
cash equivalents earn interest at between 0% and 5%. There were no significant non-cash transactions during the year.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
43
17.  OTHER FINANCIAL LIABILITIES
2009 2008
£’000 £’000
Current
Bank borrowings 2,513 1,900
Loan notes - 51
2,513 1,951
Non current
Bank borrowings 1,287 1,800
Put option 45 -
1,332 1,800
Total other financial liabilities 3,845 3,751
Bank borrowings comprise a Bank of Scotland term loan of £3,000,000 (of which £1,800,000 remains outstanding at 30 April 2009) and a 
£3,000,000 revolving credit facility (of which £2,000,000 was the total amount drawn down as at 30 April 2009) with a maturity date of July 
2012.  Repayments are made on a quarterly basis over the 7 years following drawdown.  These initially bore variable interest of LIBOR plus 
1.5% plus mandatory costs.  The mandatory costs relate to standard banking industry practice of continual assessment of the Group’s ratios.  
The margin rate of 1.5% may be lowered from 3 August 2006 depending on the Company’s net borrowings to EBITDA ratio.  This was lowered 
to 1.25% from November 2006 and then to 1% from November 2007.  The undrawn amount of the revolving credit facility is liable to a fee 
at 0.6% (which may be lowered in line with the term loan interest depending on the Company’s net borrowing to EBITDA ratio), and from 
November 2006 was lowered to 0.5%.  The Group may elect to prepay all or part of the term loan subject to a break fee, by giving 5 business 
days notice.  All or part of the undrawn amount can be cancelled with 5 business days notice.
All amounts owing to the bank are guaranteed by way of fixed and floating charges over the current and future assets of the Group.  As 
such a composite guarantee has been given by all subsidiary companies with the exception of the US subsidiaries. 
The loan notes were issued on 8 August 2006, and were redeemed in full on 31 August 2008, together with accrued interest.  
The put option reflects Media Value’s shareholders’ right to enforce Ebiquity plc to purchase 25% of Media Value where the call option 
criteria have been met but not yet exercised (see note 14 for corresponding call option).  These options are fair valued in accordance with 
IAS 39.
18.  TRADE AND OTHER PAYABLES
2009 2008
£’000 £’000
Trade payables 1,075 1,555
Other taxation & social security 650 493
Other creditors 127 225
1,852 2,273
The Directors consider that the carrying amount of trade and other payables are reasonable approximations of their fair value.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
44
19.  PROVISIONS 
ONEROUS LEASE DILAPIDATIONS TOTAL
£’000 £’000 £’000
At 1 May 2008
Current 51 105 156
Non current 65 - 65
116 105 221
Increase/(decrease) in provision - - -
Utilisation of provision (51) (20) (71)
At 30 April 2009 65 85 150
Current 51 - 51
Non current 14 85 99
The onerous property lease obligation relates to a property that the Group vacated in the prior period for which there is a shortfall between 
the head lease costs and sub lease income.  The provision will be fully utilised by August 2010, the date of the next break clause.
The dilapidations provision is also associated with the Group’s office relocation.  This provision relates to two properties that the Group 
vacated during the period.  This provision is expected to be fully utilised by August 2010.
20.  DEFERRED TAX
INTANGIBLE
ASSETS
SHARE BASED 
PAYMENT
TAX 
LOSSES
OTHER TIMING 
DIFFERENCES
TOTAL
             £’000 £’000 £’000 £’000 £’000
At 1 May 2007 (1,329) 400 969 32 72
Charge/(credit) to income 530 (273) 67 (4) 320
Charge/(credit) to equity - (80) - - (80)
At 30 April 2008 (799) 47 1,036 28 312
Charge to income 17 37 (793) 4 (735)
At 30 April 2009 (782) 84 243 32 (423)
Certain deferred tax assets and liabilities have been offset.  The following is the analysis of the deferred tax balance (after offset) for financial 
reporting purposes:
2009 2008
£’000 £’000
Deferred tax assets 142 979
Deferred tax liabilities (565) (667)
(423) 312
At the balance sheet date, the Group had unused tax losses of £868,000 available for offset against future profits.  A deferred tax asset 
of £243,000 (2008: £1,036,000) has been recognised in respect of such losses.  During the year the deferred tax asset was written down by 
£793,000.
21.  OPERATING LEASES
Operating leases - lessee
The Group had future minimum lease payments under non-cancellable operating leases at 30 April 2009 and 30 April 2008 which expire on 
each of the following periods:
30 APRIL 2009 30 APRIL 2008 
LAND AND BUILDINGS OTHER LAND AND BUILDINGS OTHER
£’000 £’000 £’000 £’000
Within one year 729 14 499 18
Between one and five years 2,178 - 2,448 14
After five years - - 690 -
             2,907 14 3,637 32
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
45
Operating leases - lessor
In the prior period, the Group vacated one of its properties prior to the end of the lease term.  This property was sub-let in January 2008.  
Since the rents receivable over the lease term are contracted to be less than the obligation to the head lessor an onerous lease provision 
has been recognised (note 19).  The sub-lease rental income for the year to 30 April 2009 was £86,000.
The minimum rent receivables under non-cancellable operating leases are as follows:
2009 2008
£’000 £’000
Within one year 95 95
Between one and five years 25 120
120 215
22.  SHARE CAPITAL
2009 2008
£’000 £’000
Authorised
40,000,000 ordinary shares of 25p each 10,000 10,000
Allotted, called up and fully paid
 32,139,435 ordinary shares - 25p each           8,035 8,035
Ordinary shares carry voting rights and are entitled to share in the profits of the Company (dividends).
At the year end 478,671 shares were held by the ESOP (2008: 478,671).
23.  RECONCILIATION OF TOTAL EQUITY
SHARE 
CAPITAL
SHARE 
PREMIUM
MERGER 
RESERVE
TRANSLATION 
RESERVE
RETAINED 
EARNINGS
TOTAL
             £’000 £’000 £’000 £’000 £’000 £’000
1 May 2007 7,828 1,840 (4,504) 50 5,161 10,375
Issue  of shares 207 6 - - (130) 83
Profit for the year - - - - (1,276) (1,276)
Share options charge (net of deferred tax) - - - - 99 99
Deferred tax movement - - - - (80) (80)
Currency translation differences - - - 13 (9) 4
30 April 2008 8,035 1,846 (4,504) 63 3,765 9,205
Profit for the year - - - - 89 89
Share options charge (net of deferred tax) - - - -
313
313
Currency translation differences - - - (180) - (180)
30 April 2009 8,035 1,846 (4,504) (117) 4,167 9,427
The share premium reserve shows the amount subscribed for share capital in excess of nominal value.
The merger reserve arose on the issuance of shares at a premium on a group restructure, where the premium on issue qualified for merger 
relief.
The translation reserve arises on the translation into Sterling of the net assets of the Group’s foreign operations, offset by any changes in fair 
value of financial instruments used to hedge this exposure.  At this time there are no hedges in place.
The retained earnings reserve shows the cumulative net gains and losses recognised in the consolidated income statement.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
46
24.  SHARE BASED PAYMENTS
The total number of shares under option at the year end was 6,351,966 (2008: 5,058,875).
NO. OF OPTIONS EXERCISE PRICE (PENCE) DATES WHEN EXERCISABLE
476 105 5 May 2003 to 5 May 2010
400,000 25 31 October 2005 to 31 October 2012
112,616 46 5 May 2007 to 5 May 2014
15,000 88 22 September 2007 to 22 September 2014
400,293 Nil 26 March 2007 to 7 January 2015
12,627 198 7 July 2008 to 7 July 2015
4,376 229 2 May 2009 to 2 May 2016
7,000 207 29 June 2009 to 29 June 2016
22,858 210 25 July 2009 to 25 July 2016
42,195 228 18 October 2009 to 18 October 2016
17,543 114 24 July 2010 to 24 July 2017
114,285 88 1 October 2010 to 1 October 2017
119,760 84 10 October 2010 to 10 October 2017
304,117 34 17 March 2011 to 17 March 2018
1,575,000 25 31 October 2009 to 1 April 2018
1,575,000 25 30 April 2011 to 1 April 2018
95,238 32 23 April 2011 to 23 April 2018
463,312 37 8 September 2011 to 8 September 2018
400,000 25 31 March 2010 to 8 September 2018
400,000 25 30 September 2011 to 8 September 2018
135,135 37 31 October 2009 to 8 September 2018
135,135 37 30 November 2011 to 8 September 2018
Enterprise management incentive scheme (EMI Scheme)
The EMI scheme is a discretionary share option scheme, which provides that options with a value at the date of grant of up to £120,000 may 
be granted to employees.  The EMI scheme provides a lock in incentive to key management and is also utilised to attract key staff.  Rights to 
EMI share options lapse if the employee leaves the Company.
Unapproved company share option plan (UCSOP)
This is a discretionary scheme, which provides that options may be granted where employees are not eligible to the EMI scheme.  The 
UCSOP provides a lock in incentive to key management.  Rights to UCSOP options lapse if the employee leaves the Company.
During the current period 867,568 share options were granted to directors.  No share options were exercised by directors during the year.  
Options were granted under both the EMI and UCSOP schemes.  All options are equity settled.  There are no performance criteria attached 
to the EMI scheme options.  The performance criteria attached to the share options granted under the UCSOP scheme on 1 April 2008 are 
as follows:
Market Conditions
•	 The	options	wer e	divided	into	2	parts.		Part	1	of	the	options	would	vest	if	the	shar e	price	of	the	Company	equals	or	exceeds	150	pence	
on any 10 dealing days within the period of 30 days preceding 31 October 2009.  Failing to satisfy the above mentioned vesting criteria, 
Part 1 options would also vest if the share price equals or exceeds 150 pence  on any 10 dealing days within any 30-day period during the 
Measurement Period (the period beginning 31 October 2009 and ending 31 October 2011).
•	 Part	2	of	the	options	would	vest	if	the	shar e	price	equals	or	exceeds	150	pence	on	any	10	dealing	days	in	any	30-day	period	during	
the six month period preceding 30 April 2011.  Failing to satisfy the above mentioned criteria, Part 2 options would also vest if the share 
price equals or exceeds the 150 pence on any 10 dealing days within any 30 days period during the Measurement Period (the period 
beginning 30 April 2011 and ending 31 October 2011).
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
47
Non-Market Conditions
•	 Shar e	options	would	vest	if	the	Company	is	subjected	to	a	liquidation	or	ch ange	of	contr ol.		Also,	Part	1	and	Part	2	of	the	options	would	
only vest if the recipients remain employed by the Company until the end of the Holding Period (being 31 October 2009 for Part 1 and 30 
April 2011 for Part 2).  
•	 Upon	vesting,	the	options	can	be	exer cised	by	the	r ecipients	during	the	period	commencing	on	the	date	the	r elevant	part	of	the	options	
vest and expiring on the Lapse Date (31 March 2018).
The performance criteria attached to the share options granted under the UCSOP scheme on 8 September 2008 are as follows:
Market Conditions
•	 The	options	wer e	divided	into	2	parts.		Part	1	of	the	options	would	vest	if	the	shar e	price	of	the	Company	equals	or	exceeds	150	pence	
on any 10 dealing days within the period of 30 days preceding 31 March 2010.  Failing to satisfy the above mentioned vesting criteria, 
Part 1 options would also vest if the share price equals or exceeds 150 pence on any 10 dealing days within any 30-day period during the 
Measurement Period (the period beginning 31 March 2010 and ending 31 March 2012).
•	 Part	2	of	the	options	would	vest	if	the	shar e	price	equals	or	exceeds	150	pence	on	any	10	dealing	days	in	any	30-day	period	during	the	
six month period preceding 30 September 2011.  Failing to satisfy the above mentioned criteria, Part 2 options would also vest if the share 
price equals or exceeds the 150 pence on any 10 dealing days within any 30 days period during the Measurement Period (the period 
beginning 30 September 2011 and ending 31 March 2012).
Non-Market Conditions
•	 Shar e	options	would	vest	if	the	Company	is	subjected	to	a	liquidation	or	ch ange	of	contr ol.		Also,	Part	1	and	Part	2	of	the	options	would	
only vest if the recipients remain employed by the Company until the end of the Holding Period (being 31 March 2010 for Part 1 and 30 
September 2011 for Part 2).  
•	 Upon	vesting,	the	options	can	be	exer cised	by	the	r ecipients	during	the	period	commencing	on	the	date	the	r elevant	part	of	the	options	
vest and expiring on the Lapse Date (8 September 2018).
The share options issued on 7 January 2005 under the UCSOP scheme includes an element of Group performance criteria (these represented 
376,764 of the outstanding share options at the current period end and at 30 April 2008).  The performance criteria have been met.
The following share options were outstanding at 30 April 2009 and 30 April 2008:
30 APRIL 2009 30 APRIL 2008
NUMBER OF 
SHARE OPTIONS
WEIGHTED 
AVERAGE EXERCISE 
PRICE (PENCE)
NUMBER OF 
SHARE OPTIONS
WEIGHTED
AVERAGE EXERCISE 
PRICE (PENCE)
Outstanding at beginning of period 5,058,875 33 1,483,382 42
Granted during the period 1,533,582 31 4,036,824 32
Exercised during the period - - (350,506) 18
Forfeited during the period (240,491) 79 (110,825) 144
Outstanding at the end of the period 6,351,966 31 5,058,875 33
Exercisable at the end of the period 941,012 20 956,240 19
The options outstanding at the end of the period have a weighted average remaining contractual life of 7.9 years (2008: 8.6 years), with a 
range of exercise prices being between nil and 229p.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
48
During the period, share options were granted with a weighted average fair value of 16p (2008: 16p).  These fair values (with the exception of 
options that are subject to market based performance conditions) were calculated using the Black-Scholes model with the following inputs:
2009 2008
Weighted average share price 37p 50p
Exercise price 37p 50p
Expected volatility
1
66% 66%
Option life 3 years 3 years
Risk-free interest rates 6% 6%
1.   Expected volatility is based on historical volatility of the Company over the period commensurate with the expected life of the options.
There are no expected dividends.
25.  FINANCIAL INSTRUMENT RISK EXPOSURE AND MANAGEMENT
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments.  This note describes 
the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.  Further quantitative 
information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for 
managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
The Group is exposed through its operations to the following financial risks:
•	 Cr edit	risk 
•	 Market	risk 
	 •	 	 Inter est	rate	risk 
	 •	 	 Curr ency	risk 
•	 Liquidity	risk
Categories of financial assets and liabilities
The following table sets out the categories of financial instruments held by the Group.  All of the Group’s financial assets are in the category 
of loans and receivables measured at amortised cost, except Call option which is held at fair value through income statement and all of its 
financial liabilities are in the category of other financial liabilities measured at amortised cost, except Put option which is held at fair value 
through income statement.
Financial assets
2009 2008
£’000 £’000
Current financial assets
Trade and other receivables 3,480 3,389
Cash and cash equivalents 1,246 1,687
Loans to associates 362 -
5,088 5,076
Non-current financial assets
Call option 51 -
51 -
Total financial assets 5,139 5,076
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
49
Financial liabilities 
2009 2008
£’000 £’000
Current financial liabilities
Trade and other payables 1,202 1,780
Loans and borrowings 2,513 1,900
Loan notes - 51
3,715 3,731
Non current financial liabilities
Loans and borrowings 1,287 1,800
Put option 45 -
1,332 1,800
Total financial liabilities 5,047 5,531
General objectives, policies and processes
The Board has overall responsibility for the determination of the Group’s risk management polices and, whilst retaining ultimate responsibility 
for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives 
and policies to the Group’s finance function.  The Board receives monthly reports from the Group’s finance function through which it reviews 
the effectiveness of the processes put in place and the appropriateness of the policies it sets.
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s 
competitiveness and flexibility.  Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual 
obligations.  
Trade receivables
The Group operates in an industry where most of its customers are reputable and well-established businesses.  When the credit worthiness 
of a new customer is in doubt, credit limits and payment terms are established and authorised by the Chief Financial Officer.  The Group 
will suspend the services provided to customers who fail to meet the terms and conditions specified in their contract where it is deemed 
necessary.
The Credit Control function of the Group monitors all outstanding debts of the Group.   Debtor reports are reviewed and analysed on a 
weekly basis.  Trade receivables are analysed by the aging and value of the debts.  Customers with any overdue debts are contacted for 
payment and progress is tracked on the credit control report.   
There is no concentration of credit risk within the Group.  The maximum credit risk exposure relating to financial assets is represented by the 
carrying values as at the balance sheet date.
Financial assets past due but not impaired
The following is an analysis of the Group’s trade receivables identifying the totals of trade receivables which are past due but not impaired:
             TOTAL PAST DUE +30 DAYS PAST DUE +60 DAYS
£’000 £’000 £’000
At 30 April 2009 314 143 171
At 30 April 2008 623 376 247
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
50
The following is an analysis of the Group’s provision against trade receivables:
30 APRIL 2009 30 APRIL 2008
GROSS 
VALUE PROVISION
CARRYING 
VALUE
GROSS 
VALUE PROVISION
CARRYING 
VALUE
£’000 £’000 £’000 £’000 £’000 £’000
Trade receivables 3,223 105 3,118 3,069 17 3,052
3,223 105 3,118 3,069 17 3,052
The Group records impairment losses on its trade receivables separately from the gross amounts receivable.  The movements on this 
allowance during the year are summarised below:
2009 2008
£’000 £’000
Opening balance 17 574
Increase in provisions 105 -
Written off against provisions (17) (326)
Recovered amount reversed - (231)
Closing balance 105 17
Market risk
Market risk arises from the Group’s use of interest bearing, tradable and foreign currency financial instruments.  There is a risk that the fair 
value of future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk), foreign exchange 
rates (currency risk) or other market factors (other price risk).
Interest rate risk
The Group is exposed to interest rate risk from bank loans and a revolving credit facility.
Interest rate risk is mitigated through the use of floating- to fixed-interest rate swaps, however, the Group does not apply hedge accounting.
To illustrate the Group’s exposure to interest rate risk;
A 0.5% increase or decrease in the rate applied to the Group’s fixed-term loan would have resulted in a post-tax movement of £6,508 
(2008: £7,700), and a 0.5% increase/decrease in the rate applied to the Group’s revolving credit facility would have resulted in a post-tax 
movement of £7,200 (2008: £5,250).
Currency risk
The Group is exposed to currency risk on its trade debtors, and also on the foreign currency bank accounts which it holds.
The Group’s exposure to currency risk can be illustrated by the following:
A 10c strengthening of the US Dollar would, all other variables held constant, have resulted in an increase in the Group’s current assets (cash 
and trade receivables) of £86,567 (2008: £34,010).  A 10c weakening in the exchange rate would, on the same basis, have decreased the 
Group’s current assets by £75,552 (2008: £30,742).
A 10c strengthening of the Euro would, on the same basis, have resulted in an increase in current assets for the Group of £82,941 (2008: 
£49,668), whilst a weakening of the Euro would have decreased these current assets by £69,276 (2008: £42,414)
The Group is exposed to currency risk on the Equity in its US and Spanish subsidiaries.   This risk can be illustrated by the following:
A 10c strengthening of the US Dollar would, all other variables held constant, have resulted in a decrease in equity in the US subsidiary of 
£52,757 (2008: £30,737), whilst a weakening of the US Dollar would, on the same basis, have increased the equity in the US subsidiary by 
£46,044 (2008: £27,784).
The currency risk exposure on Equity in the Group’s Spanish subsidiary as at 30 April 2009 is not material.
Subsequent to the current financial year, Ebiquity converted its outstanding sterling bank loan (£1.8m) into US dollars to act as a natural 
hedge against its intercompany loan ($1.7m), and US dollar bank and debtor balances.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
51
The currency profile of the financial assets at 30 April 2009 is as follows:
CASH AND CASH EQUIVALENTS GROSS TRADE  RECEIVABLES
2009 2008 2009 2008
£’000 £’000 £’000 £’000
Pounds sterling 602 1,026 1,840 2,614
US Dollar 242 428 945 137
Euros 402 233 438 318
1,246 1,687 3,223 3,069
Other price risks
The Group does not have any material exposure to other price risks.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt 
instruments.  It is the risk that the Group may not meet its financial obligations as they fall due.
The liquidity risk of each group company is managed centrally by the Group.  All surplus cash is held centrally to maximise the returns on 
deposits through economies of scale.  The type of cash instrument used and its maturity date will depend on the Group’s forecast cash 
requirements.  The Group maintains a draw down facility with the Bank of Scotland (see note 17) to manage any unexpected short-
term cash shortfalls.  At 30 April 2009, £1,000,000 is undrawn.  The facility expires in July 2012 at which point drawn down amounts will be 
repayable.
The following table illustrates the contractual maturity analysis of the Group’s financial liabilities.
WITHIN ONE YEAR ONE TO FIVE YEARS TOTAL
£’000 £’000 £’000
At 30 April 2009
   Trade and other payables 1,852 - 1,852
   Bank loans and overdrafts 2,513 1,287 3,800
Total financial liabilities 4,365 1,287 5,652
At 30 April 2008
   Trade and other payables 2,273 - 2,273
   Bank loans and overdrafts 1,900 1,800 3,700
   Loan notes 51 - 51
Total financial liabilities 4,224 1,800 6,024
Other instruments
During the year, BCMG limited (“BCMG”) (a 100% owned subsidiary of Ebiquity plc) formed a company in Germany called Billetts Germany 
GmbH.  BCMG has a 10% stake in this company and the balance of the 90% is held by other external shareholders.  BCMG have a call 
option over 41% of the shares held by external shareholders.  The call may be exercised within one year after Ebiquity has determined that 
the economic forecast for Billetts Germany for the next consecutive 12 months is showing a profit (after subtracting any gains from Ebiquity 
and affiliated companies).  The option price is either a) mutually agreed between the parties, or b) failing an agreement, as determined 
by a Chartered Accountant.  No financial asset is recognised in relation to this option since the call is likely to be exercised at a fair market 
value.
Capital disclosures
The Group considers its capital to comprise of its ordinary share capital, share premium, minority interest, reserves and accumulated 
retained earnings.  
The Group’s objective when maintaining capital is to safeguard the entity’s ability to continue as a going concern so that it can continue to 
invest in the growth of the business and ultimately to provide an adequate return to its shareholders.  There were no significant movements in 
the Group’s capital during the year and the Group has sufficient capital to continue trading in the foreseeable future.  Refer to note 23 for a 
breakdown of the Group’s capital.
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
52
26.  RELATED PARTY TRANSACTIONS
The ultimate controlling party of the Group is Ebiquity plc (incorporated in the United Kingdom).  The Group has a related party relationship 
with its subsidiaries (note 12), joint venture (note 12), associates (note 14), key management personnel, and with close family members of 
these individuals.
Transactions between the Company and its subsidiaries, or between subsidiaries, have been eliminated on consolidation and are not 
disclosed in this note.  Details of transactions between the Group and other related parties are disclosed below. 
Compensation of key management personnel
The remuneration of the Directors, who are considered the key management personnel of the Group, is set out below:
2009 2008
£’000 £’000
Short-term employee benefits 1,099 891
Share base payments 277 41
1,376 932
There were no post-employment or other long-term benefits.  The share based payments charge in relation to directors for the year to 30 
April 2009 was £277,017 (2008: £40,890).
Transactions with joint venture
Other than limited cross selling of products, there were no other related party transactions between the Group and its joint venture.  There 
were no amounts due from TMC at 30 April 2009 (2008: nil).
Transactions with associates
During the year, loans totalling £362,000 were made to associates (2008: nil).  The full amount remains outstanding at balance sheet date 
(2008: nil).
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
53
2009 2008
NOTE £’000 £’000
Fixed assets
Investments 5 18,777 18,025
Current assets
Debtors 6 20 374
Cash at bank and in hand - 5
20 379
Creditors: amounts falling due within one year 7 (2,513) (1,951)
Net current liabilities (2,493) (1,572)
Total assets less current liabilities 16,284 16,453
Creditors: amounts falling due after one year 8 (6,081) (5,803)
Accruals and deferred income 9 (45) (46)
Total assets less liabilities 10,158 10,604
Capital & Reserves
Share capital 10 8,035 8,035
Share premium 12 1,820 1,820
Other reserve 12 746 746
Profit and loss account 12 (443) 3
Shareholders’ funds 11 10,158 10,604
The financial statements on pages 53 to 60 were approved and authorised for issue by the Board of Directors on 21 July 2009 and were 
signed on its behalf by:
Michael Greenlees  Andrew Beach 
Director Director
The notes on pages 54 to 60 form part of these financial statements.
COMPANY BALANCE SHEET
AS AT 30 APRIL 2009 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
54
1.  ACCOUNTING POLICIES
BASIS OF PREPARATION
The separate financial statements of the Company are presented as required by the Companies Act 2006.  They have been prepared 
under the historical cost convention and in accordance with United Kingdom Accounting Standards and law.  
SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted are set out below.
INVESTMENTS
Investments held as fixed assets are held at cost less any provision for impairment.
SHARE-BASED PAYMENTS
The Group issues equity-settled share-based payments only.  These are measured at fair value (excluding the effect of non market-based 
vesting conditions) at the date of grant.  The fair value determined at the grant date of the equity-settled share-based payments is 
expensed on a straight-line basis over the vesting period, with a corresponding credit to equity, based on the Group’s estimate of shares 
that will eventually vest and adjusted for the effect of non market-based vesting conditions.
For share options without performance conditions, fair value is measured by use of the Black-Scholes Model.  The expected life used in 
the model has been adjusted, based on management’s best estimated, for the effects of non-transferability, exercise restrictions, and 
behavioural considerations.
Where share options granted to employees are subject to market and non-market based performance conditions, the fair value for these 
options are determined by an independent financial advisor using an approved pricing model.
In accordance with the first-time adoption exemptions available, FRS 20 has only been applied to all grants of options after 7 November 
2002 that had not vested at 1 February 2005. 
DEFERRED TAXATION
 Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date 
except that the recognition of deferred tax assets is limited to the extent that the Company anticipates making sufficient taxable profits in 
the future to absorb the reversal of the underlying timing differences.
Deferred tax balances are not discounted.
FINANCIAL INSTRUMENTS
•	 The	Gr oup	does	not	hold	or	issue	derivative	financial	instruments	for	trading 	purposes.
•	 The	value	payable	on	loan	notes	issued	will	be	derived	fr om	the	r esults	of	the	ear n	out	period.	
•	 Financial	instruments	ar e	initially	and	subsequently	r ecor ded	at	cost.
Detailed information in respect of financial instruments is included in the group IFRS financial statements.
PENSION COSTS
Company contributions to personal pension schemes are charged to the Profit and Loss account as incurred.
FOREIGN CURRENCY TRANSACTIONS
Trading transactions denominated in foreign currencies are translated into sterling at the exchange rate ruling when the transaction was 
entered into.  Assets and liabilities expressed in foreign currencies are translated into sterling at rates of exchange ruling at the end of the 
financial period.
All transactions involving foreign exchange gains and losses are dealt with through the Profit and Loss as and when they arise.
NOTES TO THE COMPANY FINANCIAL STATEMENTS Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
55
FINANCE COSTS
Finance costs are charged to profit over the term of the debt so that the amount charged is at a constant rate on the carrying amount.  
Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument.
CASH FLOW STATEMENT
The Company has applied the exemption available under FRS 1 (Revised) and has not presented a cash flow statement.  The cash flow 
statement has been presented in the Group financial statements.
RELATED PARTY TRANSACTIONS
In accordance with FRS 8 Related Party Disclosures, the Company is exempt from disclosing transactions with entities that are part of the 
Ebiquity plc group, or investees of the Group, or investees of the Group qualifying as related parties, as it is a parent company publishing 
consolidated financial statements.
EMPLOYEE SHARE OWNERSHIP PLAN (ESOP)
As the Company is deemed to have control of its ESOP trust, it is treated as a subsidiary and consolidated for the purposes of the group 
accounts. The ESOP’s assets (other than investments in the Company’s shares), liabilities, income and expenses are included on a line-by-line 
basis in the Group financial statements. The ESOP’s investment in the Company’s shares is deducted from shareholders’ funds in the Group 
balance sheet as if they were treasury shares, except that profits on the sale of ESOP shares are not credited to the share premium account.
2.  COMPANY RESULTS FOR THE PERIOD
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 not to present its own profit 
and loss account in these financial statements.  The Company acts as a holding company. The movement in reserves of the Company 
shows a loss of £950,000 (2008: £312,000). 
3.  OPERATING PROFIT
Auditor remuneration
Fees for the audit of the Company are £1,000 (2008: £1,000).  Fees paid to the company’s auditors for services other than the statutory audit 
of the Company are disclosed in the consolidated financial statements.   The audit fees are borne by Ebiquity Associates Limited.
4.  DIRECTORS’ REMUNERATION
2009 2008
NO. NO.
Directors 8 7
Total Directors’ remuneration for the Group is disclosed in note 5 to the Group financial statements.
5.  INVESTMENTS
£’000
Cost and net book value
At 1 May 2008 18,025
   Additions 752
At 30 April 2009 18,777
The addition relates to the costs associated with the acquisition of the right to purchase 25% of the share capital of Media Value S.L. 
(£26,000) and the UITF 44 ‘Group and Treasury Share Transactions’ adjustment (£726,000). 
NOTES TO THE COMPANY FINANCIAL STATEMENTS
CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
56
At 30 April 2009 the Company had interests in the following undertakings:
UNDERTAKING
COUNTRY OF
 INCORPORATION
CLASS OF SHARE
CAPITAL HELD DIRECT INDIRECT
NATURE OF
BUSINESS
Ebiquity Associates Limited 
(formerly Thomson Intermedia 
Associates Limited)
England and Wales Ordinary £1 100% - Technology and 
media monitoring 
business
BCMG Limited England and Wales Ordinary £1 100% - Holding company
Billetts Media Consulting Limited England and Wales Ordinary £1 - 100% Media consultants
Billetts International Limited England and Wales Ordinary £1 - 100% Media consultants
Billetts Marketing Sciences 
Limited
England and Wales Ordinary £1 - 100% Marketing consultants
Barsby Rowe Limited England and Wales Ordinary £1 - 100% Dormant
Billetts Consulting Limited England and Wales Ordinary £1 - 100% Holding company
BCMG Acquisitions Limited England and Wales Ordinary £1 - 100% Holding company
Billetts Marketing Investment 
Management Limited (formerly 
Billetts Media Management 
Limited)
England and Wales Ordinary £1 - 100% Dormant
The Billetts Consultancy Limited England and Wales Ordinary £1 - 100% Dormant
Billetts Limited England and Wales Ordinary £1 - 100% Dormant
Baystar Limited England and Wales Ordinary £1 - 100% Dormant
BCMG US Inc US Ordinary $1 - 100% Holding company
Billetts America LLC US Ordinary $1 - 95% Media consultants
Thomson Intermedia Spain, S.L. Spain Ordinary €1 100% - Non trading
6.  DEBTORS
2009 2008
£’000 £’000
Other debtors 20 20
Deferred tax asset - 354
20 374
7.  CREDITORS: AMOUNTS FALLING DUE WITHIN 1 YEAR
2009 2008
£’000 £’000
Loan notes - 51
Bank loans 2,513 1,900
2,513 1,951
8.  CREDITORS: AMOUNTS FALLING DUE AFTER 1 YEAR 
2009 2008
£’000 £’000
Bank loans – between 2 and 5 years 1,287 1,800
Amounts due to subsidiaries 4,794 4,003
6,081 5,803
All amounts owing to the bank are guaranteed by way of fixed and floating charges over the current and future assets of the Group.  As 
such a composite guarantee has been given by all subsidiary companies. 
NOTES TO THE COMPANY FINANCIAL STATEMENTS
CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
57
9.  ACCRUALS AND DEFERRED INCOME
2009 2008
£’000 £’000
Accruals 45 46
10.  SHARE CAPITAL
 
£’000
Authorised
At 1 May 2008 and 30 April 2009:
40,000,000 ordinary shares of 25p each
10,000
Allotted, called up and fully paid
At 1 May 2008 and 30 April 2009:
32,139,435 ordinary shares - 25p each
8,035
11.  RECONCILIATION OF MOVEMENT IN SHAREHOLDERS FUNDS
2009 2008
£’000 £’000
Opening shareholders’ funds 10,604 10,152
Issue of shares - 207
Share premium - 7
Transfer from ESOP reserve - (130)
Loss for the financial period (950) (312)
Share options charge 134 -
UITF 44 adjustment 370 680
Closing shareholders’ funds 10,158 10,604
The ESOP trust was created to award shares to certain employees at less than market value.  The trust holds unallocated shares costing 
£130,000 funded by the Company.  The sponsoring company is responsible for the administration and maintenance of the trust.  The number 
of shares held by the trust is 478,671, all of which are under option to the employees of the group.  As at the balance sheet date the market 
value of the shares hold by the trust which have not yet vested unconditionally in employees was £156,000.  The fall or rise in the market 
value of the shares does not give rise to a recognised gain or loss.  
12.  RESERVES
             SHARE PREMIUM OTHER RESERVE PROFIT AND LOSS ACCOUNT
            £’000 £’000 £’000
At 1 May 2008 1,820 746 3
Loss for the financial period - - (950)
Share options charge - - 134
UITF 44 adjustment - - 370
At 30 April 2009 1,820 746 (443)
NOTES TO THE COMPANY FINANCIAL STATEMENTS
CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
58
13.  SHARE-BASED PAYMENTS
The total number of shares under option at the period end was 6,351,966 (2008: 5,058,875).
NO. OF OPTIONS EXERCISE PRICE (PENCE) DATES WHEN EXERCISABLE
476 105 5 May 2003 to 5 May 2010
400,000 25 31 October 2005 to 31 October 2012
112,616 46 5 May 2007 to 5 May 2014
15,000 88 22 September 2007 to 22 September 2014
400,293 Nil 26 March 2007 to 7 January 2015
12,627 198 7 July 2008 to 7 July 2015
4,376 229 2 May 2009 to 2 May 2016
7,000 207 29 June 2009 to 29 June 2016
22,858 210 25 July 2009 to 25 July 2016
42,195 228 18 October 2009 to 18 October 2016
17,543 114 24 July 2010 to 24 July 2017
114,285 88 1 October 2010 to 1 October 2017
119,760 84 10 October 2010 to 10 October 2017
304,117 34 17 March 2011 to 17 March 2018
1,575,000 25 31 October 2009 to 1 April 2018
1,575,000 25 30 April 2011 to 1 April 2018
95,238 32 23 April 2011 to 23 April 2018
463,312 37 8 September 2011 to 8 September 2018
400,000 25 31 March 2010 to 8 September 2018
400,000 25 30 September 2011 to 8 September 2018
135,135 37 31 October 2009 to 8 September 2018
135,135 37 30 November 2011 to 8 September 2018
Enterprise management incentive scheme (EMI Scheme)
The EMI scheme is a discretionary share option scheme, which provides that options with a value at the date of grant of up to £120,000 may 
be granted to employees.  The EMI scheme provides a lock in incentive to key management and is also utilised to attract key staff.  Rights to 
EMI share options lapse if the employee leaves the Company.
Unapproved company share option plan (UCSOP)
This is a discretionary scheme, which provides that options may be granted where employees are not eligible to the EMI scheme.  The 
UCSOP provides a lock in incentive to key management.  Rights to UCSOP options lapse if the employee leaves the Company.
Options held by directors are shown in the Directors Report.  During the current period 867,568 share options were granted to directors.  No 
share options were exercised by directors during the year.  Options were granted under both the EMI and UCSOP schemes.  All options are 
equity settled.  There are no performance criteria attached to the EMI scheme options.  The performance criteria attached to the share 
options granted under the UCSOP scheme on 1 April 2008 are as follows:
Market Conditions
•	 The	options	wer e	divided	into	2	parts.		Part	1	of	the	options	would	vest	if	th e	shar e	price	of	the	Company	equals	or	exceeds	150	pence	
on any 10 dealing days within the period of 30 days preceding 31 October 2009.  Failing to satisfy the above mentioned vesting criteria, 
Part 1 options would also vest if the share price equals or exceeds 150 pence on any 10 dealing days within any 30-day period during the 
Measurement Period (the period beginning 31 October 2009 and ending 31 October 2011).
•	 Part	2	of	the	options	would	vest	if	the	shar e	price	equals	or	exceeds	150	pence	on	any	10	dealing	days	in	any	30-day	period	during	the	
six month period preceding 30 April 2011.  Failing to satisfy the above mentioned criteria, Part 2 options would also vest if the share price 
equals or exceeds the 150 pence on any 10 dealing days within any 30 days period during the Measurement Period (the period beginning 
30 April 2011 and ending 31 October 2011).
NOTES TO THE COMPANY FINANCIAL STATEMENTS
CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
59
Non-Market Conditions
•	 Shar e	options	would	vest	if	the	Company	is	subjected	to	a	liquidation	or	ch ange	of	contr ol.		Also,	Part	1	and	Part	2	of	the	options	would	
only vest if the recipients remain employed by the Company until the end of the Holding Period (being 31 October 2009 for Part 1 and 30 
April 2011 for Part 2).  
•	 Upon	vesting,	the	options	can	be	exer cised	by	the	r ecipients	during	the	period	commencing	on	the	date	the	r elevant	part	of	the	options	
vest and expiring on the Lapse Date (31 March 2018).
The performance criteria attached to the share options granted under the UCSOP scheme on 8 September 2008 are as follows:
Market Conditions
•	 The	options	wer e	divided	into	2	parts.		Part	1	of	the	options	would	vest	if	th e	shar e	price	of	the	Company	equals	or	exceeds	150	pence	
on any 10 dealing days within the period of 30 days preceding 31 March 2010.  Failing to satisfy the above mentioned vesting criteria, 
Part 1 options would also vest if the share price equals or exceeds 150 pence on any 10 dealing days within any 30-day period during the 
Measurement Period (the period beginning 31 March 2010 and ending 31 March 2012).
•	 Part	2	of	the	options	would	vest	if	the	shar e	price	equals	or	exceeds	150	pence	on	any	10	dealing	days	in	any	30-day	period	during	the	
six month period preceding 30 September 2011.  Failing to satisfy the above mentioned criteria, Part 2 options would also vest if the share 
price equals or exceeds the 150 pence on any 10 dealing days within any 30 days period during the Measurement Period (the period 
beginning 30 September 2011 and ending 31 March 2012).
Non-Market Conditions
•	 Shar e	options	would	vest	if	the	Company	is	subjected	to	a	liquidation	or	ch ange	of	contr ol.		Also,	Part	1	and	Part	2	of	the	options	would	
only vest if the recipients remain employed by the Company until the end of the Holding Period (being 31 March 2010 for Part 1 and 30 
September 2011 for Part 2).  
•	 Upon	vesting,	the	options	can	be	exer cised	by	the	r ecipients	during	the	period	commencing	on	the	date	the	r elevant	part	of	the	options	
vest and expiring on the Lapse Date (8 September 2018).
The share options issued on 7 January 2005 under the UCSOP scheme includes an element of group performance criteria (these represented 
376,764 of the outstanding share options at the current period end and at 30 April 2008).  The performance criteria have been met.
The following share options were outstanding at 30 April 2009 and 30 April 2008:
30 APRIL 2009 30 APRIL 2008
NUMBER OF 
SHARE OPTIONS
WEIGHTED
AVERAGE
EXERCISE PRICE 
(PENCE)
NUMBER OF 
SHARE OPTIONS
WEIGHTED
AVERAGE
EXERCISE PRICE 
(PENCE)
Outstanding at beginning of period 5,058,875 33 1,483,382 42
Granted during the period 1,533,582 31 4,036,824 32
Exercised during the period - - (350,506) 18
Forfeited during the period (240,491) 79 (110,825) 144
Outstanding at the end of the period 6,351,966 31 5,058,875 33
Exercisable at the end of the period 941,012 20 956,240 19
The options outstanding at the end of the period have a weighted average remaining contractual life of 7.9 years (2008: 8.6 years), with a 
range of exercise prices being between nil and 229p.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
60
During the period, share options were granted with a weighted average fair value of 16p (2008: 16p).  These fair values (with the exception 
of options that are subject to market based performance conditions) were calculated using the Black-Scholes model with the following 
inputs:
2009 2008
Weighted average share price 37p 50p
Exercise price 37p 50p
Expected volatility
1
66% 66%
Option life 3 years 3 years
Risk-free interest rates 6% 6%
1.   Expected volatility is based on historical volatility of the Company over the period commensurate with the expected life of the options.
There are no expected dividends.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
CONTINUED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
61
EBIQUITY PLC
(Registered in England No.3967525)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Ebiquity plc (the “Company”) will be held at 2nd  Floor, The Registry, Royal Mint 
Court, London, EC3N 4QN, at 10am on 14 September 2009 to consider and, if thought fit, pass resolutions 1 to 11 as ordinary resolutions and 
resolutions 12 and 13 as special resolutions:
ORDINARY RESOLUTIONS
1 To receive and adopt the Annual Report and Accounts for the year ended 30 April 2009.
2 That Michael Higgins, who retires by rotation pursuant to Article 110 of the Company’s Articles of Association and who, being eligible, 
offers himself for re-election, be re-elected as a Director.
3 That Michael Greenlees, who retires by rotation pursuant to Article 110 of the Company’s Articles of Association and who, being eligible, 
offers himself for re-election, be re-elected as a Director.
4 That Paul Gladman, who retires by rotation pursuant to Article 110 of the Company’s Articles of Association and who, being eligible, 
offers himself for re-election, be re-elected as a Director.
5 That the appointment of Richard Nichols as a Director, such appointment having occurred after the conclusion of the last Annual 
General Meeting of the Company, be approved and confirmed.
6 That BDO Stoy Hayward LLP be reappointed as Auditors of the Company to hold office from the conclusion of this meeting until the 
conclusion of the next General Meeting at which accounts are laid before the Company.
7 To authorise the Directors to determine the remuneration of the Auditors.
8 That the authorised share capital of the Company be increased from £10,000,000 to £12,500,000 in nominal amount by the creation of 
10,000,000 new ordinary shares of 25 pence each in the capital of the Company.
9 That with effect from 00.01 a.m. on 1 October 2009, all provisions in the memorandum and articles of association of the Company as 
to the amount of the Company’s authorised share capital or setting the maximum amount of shares which may be allotted by the 
Company shall be revoked and be of no further force or effect.
10 That the Directors be and they are generally and unconditionally authorised to exercise all powers of the Company to allot relevant 
securities (within the meaning of section 80 of the Companies Act 1985) up to an aggregate nominal amount of £4,465,141, provided 
that this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2010 or 15 months following the 
passing of this resolution, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which 
would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of 
such an offer or agreement as if the authority conferred by this resolution had not expired; and all previous such authorities shall cease 
to have effect.
11 That in accordance with section 366 of the Companies Act 2006, the Company and all companies which are subsidiaries of the 
Company at any time during the period for which this resolution has effect be and are hereby authorised: (a) to make political 
donations to political parties; (b) to make political donations to political organisations other than political parties; and/or (c) incur 
political expenditure in a total aggregate amount not exceeding £10,000, provided that this authority shall expire at the conclusion of 
the Annual General Meeting of the Company in 2010 or 15 months following the passing of this resolution, whichever is the earlier.  For 
the purposes of this resolution, the terms ‘political donation’, ‘political parties’, ‘political organisation’ and ‘political expenditure’ have 
the meanings given by sections 363 to 365 of the Companies Act 2006.
NOTICE OF MEETING Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
62
NOTICE OF MEETING CONTINUED
SPECIAL RESOLUTIONS
12 That the Directors be and they are hereby empowered to allot equity securities (within the meaning of section 94(2) of the Companies 
Act 1985) pursuant to the authority conferred by resolution 10 set out in the notice of meeting of which this resolution forms part, as if 
section 89(1) of the Act did not apply to such allotment, provided that this power shall expire on the conclusion of the Annual General 
Meeting of the Company in 2010 or 15 months following the passing of this resolution, whichever is the earlier, and shall be limited to:
i) the allotment of equity securities in connection with any rights issue or other issue or offer by way of rights (including without 
limitation, under an open offer or similar arrangement) to holders of equity securities (as so defined), in proportion to their respective 
entitlements to such equity securities, subject to such exclusions or arrangements as the Directors shall deem necessary or 
expedient in relation to fractional entitlements or legal problems under the laws of any territory or the requirements of any relevant 
regulatory body or any stock exchange in any territory; and
ii) the allotment of equity securities for cash (otherwise than pursuant to paragraph (i) above) up to an aggregate nominal amount of 
£401,743; 
save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be 
allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority 
conferred by this resolution had not expired; and all previous such authorities shall cease to have effect.
13 That with effect from 00.01 a.m. on 1 October 2009:
i) the Articles of Association of the Company be amended by deleting all the provisions of the Company’s Memorandum of 
Association which, by virtue of section 28 Companies Act 2006, are to be treated as provisions of the Company’s Articles of 
Association; and
ii) the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification 
be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of 
Association.
By order of the Board Registered Office: 
Andrew Beach 2
nd
 Floor, The Registry
Company Secretary   Royal Mint Court 
14 August 2009  London  
 EC3N 4QN
Notes:
(i) Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the 
meeting.  A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is 
appointed to exercise the rights attached to a different share or shares held by that shareholder.  A proxy need not be a shareholder 
of the Company.  A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice.
(ii) To be valid, any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by 
hand at 2nd Floor, The Registry, Royal Mint Court, London, EC3N 4QN no later than 48 hours in advance of the meeting.
(iii) The return of a completed proxy form, or other such instrument, will not prevent a shareholder attending the Annual General Meeting 
and voting in person if he/she wishes to do so.
(iv) To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the 
votes they may cast), Shareholders must be registered in the Register of Members of the Company at 2nd Floor, The Registry, Royal 
Mint Court, London, EC3N 4QN no later than 48 hours prior to the meeting.  Changes to the Register of Members after the relevant 
deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
(v) As at 13 August 2009 (being the last day prior to the publication of this Notice) the Company’s issued share capital consists of 
32,139,435 ordinary shares, carrying one vote each.  Therefore, the total voting rights in the Company as at 13 August 2009 are 
32,139,435. Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
63
The notes on the following pages give an explanation of the proposed resolutions. 
Resolutions 1 to 11 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the 
votes cast must be in favour of the resolution. Resolutions 12 and 13 are proposed as special resolutions. This means that for each of those 
resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. 
Resolution 1: Annual Report and Accounts for the Year
The Directors will present to shareholders at the Annual General Meeting the Annual Report and Accounts for the year ended 30 April 2009 
together with the independent Auditor’s report on those accounts.
Resolutions 2 to 5: Election and Re-election of Directors
Since the Annual General Meeting in 2008, Richard Nichols has been appointed as a Director of the Company. In accordance with the 
Articles of Association, he must offer himself for re-election at the next Annual General Meeting. In addition, Michael Higgins, Michael 
Greenlees and Paul Gladman will submit themselves for re-election by rotation pursuant to the Articles of Association.
Biographical details of each of the Directors are contained on page 8-9 of the Company’s Annual Report and Accounts for the year ended 
30 April 2009.
Resolution 6: Re-appointment of the Auditor
The Directors are proposing the re-appointment of BDO Stoy Hayward LLP as auditor to the Company. 
Resolution 7: Auditor’s Remuneration
It is normal practice for a Company’s Directors to be authorised to fix the Auditor’s remuneration and shareholders’ approval to do so is 
sought in this resolution.
Resolution 8: Increase to Authorised Share Capital
This resolution is to increase the authorised share capital of the Company (prior to its abolition on 1 October 2009 pursuant to resolution 9) so 
that the Company has sufficient authorised but unissued share capital to issue shares pursuant to (a) the exercise of existing options; (b) any 
other convertible or similar rights; and (c) the authorities set out in resolution 10.
Resolution 9: Removal of Authorised Share Capital
Under the Companies Act 2006, the requirement for a company to have an authorised share capital is abolished from 1 October 2009. 
However, under the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008, on this date any existing 
provisions in the Company’s memorandum of association are treated as being part of the Company’s articles. In order to allow the 
Company to take advantage of the removal of the requirement for an authorised share capital, Resolution 9 asks shareholders to consent to 
the removal of this provision as required by the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008. 
The allotment of shares by the Board will remain subject to the authorities granted under Resolution 10 (and/or any subsequent authority).
Resolution 10: Authority to Allot Shares
This resolution is to renew the general authority to allot shares given to the Board at the 2008 Annual General Meeting. The resolution will 
give the Board the authority to allot up to 17,860,565 ordinary shares of 25 pence each. This represents the unissued but authorised ordinary 
share capital as at the date of this notice subject to the approval of Resolution 8. The Directors have no present intention to use this authority 
which will expire 15 months after the passing of this resolution or, if earlier, at the end of the annual general meeting to be held in 2010.  It is 
the Directors’ intention to seek renewal of this authority annually.
Resolution 11: Political Donations
Neither the Company nor any of its subsidiaries have made any donations to political parties in the European Union (“EU”) in 2008/9 and 
it is the Company’s current policy not to do so. However, the Political Parties, Elections and Referendums Act 2000 (the “Act”) defines EU 
political organisations very widely and, as a result, in certain circumstances donations intended for charitable or similar purposes may now 
be regarded as political in nature.
In order to comply with these obligations and to avoid any inadvertent infringement of the Act, the Directors of the Company consider it 
prudent to seek shareholders’ approval for a general level of donation. Resolution 11 seeks authority for the Company to make donations 
to EU political organisations or to incur EU political expenditure not exceeding £10,000 in total during the period from the date of the Annual 
General Meeting, until the conclusion of the Annual General Meeting held in 2010, or, if earlier, 15 months after the date of the passing of this 
resolution. 
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL 
GENERAL MEETING Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
64
Resolution 12: Allotment of shares for cash 
If equity securities (as defined by section 94 of the Companies Act 1985) are to be allotted and are to be paid for in cash, section 89(1) 
of that Act requires that those new equity securities are offered in the first instance to existing shareholders in proportion to the number of 
ordinary shares they each hold at that time.  The entitlement to be offered the new shares first is known as ‘pre-emption rights’.
There may be circumstances, however, when it is in the interests of the Company for the Directors to be able to allot some new shares for 
cash other than by way of a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 1985 unless the 
shareholders have first waived their pre-emption rights. This also applies to the sale of any shares held by the Company in treasury for cash.  
Resolution 12 asks shareholders to do this, but only for equity securities having a maximum aggregate nominal value of £401,743 (which 
includes the sale of any treasury shares) which is equivalent to approximately 5% of the Company’s issued ordinary share capital as at the 
date of this notice. If the Directors wish, other than by a pre-emptive offer to existing shareholders, to allot for cash new shares which would 
exceed this limit they would first have to request the shareholders to waive their pre-emption rights in respect of the new shares which 
exceed it.
Under the pre-emption guidelines issued by the investment protection committee of the Association of British Insurers’, the Company 
should not issue equity securities constituting more than 7.5% of the issued ordinary share capital over a 3-year rolling period without prior 
consultation with shareholders. The Directors do not intend to use the authority to exceed this limit without obtaining the approval of 
shareholders.
There are legal, regulatory and practical reasons why it may not always be possible to issue new shares under a pre-emptive issue to some 
shareholders, particularly those resident overseas.  To cater for this, resolution 12, authorising the Directors to allot the new shares by way of 
pre-emptive issue, also permits the Directors to make appropriate exclusions or arrangements to deal with such difficulties.
The authority conferred by this resolution will expire at the conclusion of the Company’s Annual General Meeting in 2010 or 15 months from 
the date of the resolution, whichever is earlier.  It is the Directors’ intention to seek the renewal of this authority annually.
Any shares purchased would either be cancelled or would be held by the Company as treasury shares, in which case they would carry no 
voting rights and no entitlement to receive any dividend for as long as they are held as treasury shares.
Resolution 13: Adoption of new articles of association 
It is proposed in resolution 13 to adopt new articles of association (the “New Articles”) in order to update the Company’s current articles of 
association (the “Current Articles”) primarily to take account of the implementation on 1 October 2009 of the last parts of the Companies 
Act 2006. The resolution adopting the New Articles will only become effective on 1 October 2009.
The principal changes introduced in the New Articles are summarised in the Appendix
DOCUMENTS AVAILABLE FOR INSPECTION
The following documents, which are available for inspection during normal business hours at the registered office of the Company on any 
business day until the date of the meeting, will also be available for inspection at the place of the Annual General Meeting during the 
meeting and for at least fifteen minutes prior to the meeting:
	 •	 Copies	of	the	executive	dir ectors’	service	contracts	
	 •	 Copies	of	letters	of	appointment	of	the	non-executive	dir ectors	
	 •	 A	copy	of	the	pr oposed	New	Articles
RECOMMENDATION
The Directors consider that all the resolutions set out in the Notice of Annual General Meeting are in the best interests of the Company and 
its shareholders as a whole and recommend that you vote in favour of each of these resolutions, as each of the Directors intends to do in 
respect of his own beneficial holding of shares in the Company. 
EXPLANATORY NOTES TO THE NOTICE OF ANNUAL 
GENERAL MEETING CONTINUTED Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
65
EXPLANATORY NOTES OF PRINCIPAL CHANGES TO THE COMPANY’S ARTICLES OF ASSOCIATION
1. The Company’s objects
  The provisions regulating the operations of the Company are currently set out in the Company’s memorandum and articles of association. 
The Company’s memorandum contains, among other things, the objects clause which sets out the scope of the activities the Company is 
authorised to undertake. This is drafted to give a wide scope.
  The Companies Act 2006 significantly reduces the constitutional significance of a company’s memorandum. The Companies Act 2006 
provides that a memorandum will record only the names of subscribers and the number of shares each subscriber has agreed to take in 
the company. Under the Companies Act 2006 the objects clause and all other provisions which are currently contained in a company’s 
memorandum, for existing companies at 1 October 2009, will be deemed to be contained in a company’s articles of association but the 
company can remove these provisions by special resolution.
  Further the Companies Act 2006 states that unless a company’s articles provide otherwise, a company’s objects are unrestricted. This 
abolishes the need for companies to have objects clauses. For this reason the Company is proposing to remove its objects clause together 
with all other provisions of its memorandum which, by virtue of the Companies Act 2006, are to be treated as forming part of the Company’s 
articles of association as of 1 October 2009. Resolution 13 (i) confirms the removal of these provisions for the Company. As the effect of 
this resolution will be to remove the statement currently in the Company’s memorandum of association regarding limited liability, the New 
Articles also contain an express statement regarding the limited liability of the shareholders.
2. Change of name
  Currently, a company can only change its name by special resolution. Under the Companies Act 2006 a company will be able to change 
its name by other means provided for by its articles. To take advantage of this provision, the New Articles enable the directors to pass a 
resolution to change the Company’s name.
3. Authorised share capital and unissued shares
  The Companies Act 2006 abolishes the requirement for a company to have an authorised share capital and the New Articles reflect this. 
Directors will still be limited as to the number of shares they can at any time allot because allotment authority continues to be required 
under the Companies Act 2006, save in respect of employee share schemes.
4. Redeemable shares
  At present if a company wishes to issue redeemable shares, it must include in its articles the terms and manner of redemption. The 
Companies Act 2006 enables directors to determine such matters instead provided they are so authorised by the articles. The New 
Articles contain such an authorisation. The Company has no plans to issue redeemable shares but if it did so the directors would need 
shareholders’ authority to issue new shares in the usual way.
5. Use of seals
  The New Articles provide an alternative option for execution of documents (other than share certificates). Under the New Articles, when the 
seal is affixed to a document it may be signed by one authorised person in the presence of a witness, whereas previously the requirement 
was for signature by either a director and the secretary or two directors or such other person or persons as the directors may approve.
6. Suspension of registration of share transfers
  The Current Articles permit the directors to suspend the registration of transfers. Under the Companies Act 2006 share transfers must 
be registered as soon as practicable. The power in the Current Articles to suspend the registration of transfers is inconsistent with this 
requirement. Accordingly, this power has been removed in the New Articles.
APPENDIX Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
66 Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
67
EBIQUITY PLC
(Registered in England No. 3967525 and hereinafter referred to as ‘the Company’)
Form of proxy for use at the Annual General Meeting to be held at 2
nd
 Floor, The Registry, Royal Mint Court, London EC3N 4QN on 14 
September 2009 at 10am.
I/We ……………………………………………………………………………… (FULL NAME IN BLOCK LETTERS PLEASE)
Of ………………………………………………………………………………             
            ………………………………………………………………………………  (ADDRESS IN BLOCK LETTERS PLEASE)
being a member/members of the Company entitled to attend and vote at general meetings of the Company, hereby appoint the 
Chairman of the Meeting or:
…………………………………………………………………………    (Please enter name of proxy and delete `Chairman of the Meeting’, if required) (see Note 1)
as my/our proxy, to vote for me/us and on my/our behalf as indicated below at the aforementioned Annual General Meeting of the 
Company and at any adjournment thereof.
Please indicate with an ‘X’ how you wish your votes to be cast on the resolutions. Unless otherwise directed, the proxy will vote or abstain 
from voting at his discretion in respect of the member’s total holding on the resolutions or any amendment thereon or on any other business 
transacted at the meeting.
RESOLUTION FOR AGAINST VOTE WITHHELD* DISCRETIONARY* 
1 To receive and approve the Audited Annual Report and Accounts for the 
year ended 30 April 2009
2 To re-elect Michael Higgins
3 To re-elect Michael Greenlees
4 To re-elect Paul Gladman
5 To confirm/approve the appointment of Richard Nichols
6 To re-appoint BDO Stoy Hayward as Auditors
7 To authorise the Directors to determine the remuneration of the Auditors
8 To increase the authorised share capital to £12,500,000
9 To remove Authorised Share Capital
10 To give the Directors general authority to allot shares
11 To authorise political donations to political parties
12 To authorise the disapplication of pre-emption rights
13 Adoption of the new Articles of Association
* To abstain from voting on a resolution, tick the box “vote withheld”. A “vote withheld” is not a vote in law which means that the vote will not be counted in the 
calculation of votes “for” and “against” the resolution. Ticking “Discretionary”, or failing to tick any box against a resolution, will mean your proxy can vote as he or 
she wishes or can decide not to vote at all.
Date ………………………………………………………………
Signature or Common Seal  ……………………………………………………………….
Notes
1 A member entitled to attend and vote at the meeting is entitled to appoint a proxy (who need not be a member of the Company) to attend and, on a poll, to 
vote instead of him/her.
2 To be valid for the meeting or adjourned meeting (as the case may be), this proxy form, duly completed, and any power of attorney or other authority, if any, 
under which it is signed, or a notarially certified copy of such authority, must be deposited at the Company’s registered office, Ebiquity plc, 2
nd
 Floor, The Registry, 
Royal Mint court, London, EC3N 4QN, no later than 48 hours in advance of the meeting. Completion and return of the proxy form will not preclude a shareholder 
from attending and voting at the meeting or adjourned meeting (as the case may be) if he/she so wishes.
3 In the case of an individual, this proxy form should be signed by the appointor or his or her attorney. In the case of a company, this proxy form must be executed 
under its common seal or signed on its behalf by a duly authorised officer or attorney of the company.
4 In the case of joint members, the signature of the first named in the register of members in respect of the holding will be accepted to the exclusion of the votes of 
the other joint holders.
5 Any alterations made to this form should be initialled.    
FORM OF PROXY Ebiquity Plc  Annual Report and Accounts year ended 30 April 2009
68 EBIQUITY PLC
ANNUAL REPORT AND ACCOUNTS
YEAR ENDED 30 APRIL 2009
EBIQUITY PLC   ANNUAL REPORT AND ACCOUNTS   YEAR ENDED 30 APRIL 2009
Ebiquity Plc
The Registry, Royal Mint Court London EC3N 4QN
T  +44 (0) 20 7650 9600  F  +44 (0) 202 7650 9650  W  www.ebiquity.com
Company Registered Number 3967525