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Tikit
Africa House, 64-78 Kingsway, T: +44 (0) 20 7 400 3737 www.tikit.com
London WC2B 6AH F: +44 (0) 20 7 400 3738 Stock code: TIK
Annual Report and Financial Statements year ended 31 December 2007
Professional IT for law firms
and accountancy practices
www.tikit.com
Innovation
Implementation
Management
Tikit Group plc Annual Report and Financial Statements year ended 31 December 2007
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Tikit Group plc | Annual Report 2007 | Contents
Highlights 01
About Tikit 02
Chairman’s Statement 08
Chief Executive’s Statement 11
Financial Review 14
Directors 16
Corporate Governance Statement 18
Remuneration Report 20
Report of the Directors 22
Statement of Directors’ Responsibilities 25
Report of the Independent Auditors 26
Consolidated Financial Statements
Consolidated Income Statement 28
Consolidated Statement of Recognised Income and Expense 29
Consolidated Balance Sheet 30
Consolidated Cash Flow Statement 31
Notes to the Consolidated Financial Statements 32
Company Financial Statements
Company Balance Sheet 64
Notes to the Company Financial Statements 65
Notice of AGM 7 4
Directors and Advisers 81
> Contents
Annual Report 2007 | Tikit Group plc www.tikit.com | Directors and Advisers 81
Directors and Advisers
Country of incorporation of Great Britain
Parent Company
Legal Form Public limited company
Directors M McGoun BSc MSc (Chairman)
D Lumsden (Managing director)
P Giuffredi ACA (Finance director)
R Price BSc(Econ) FCA FCCA CTA (Independent Senior Non-Executive)
N Briant LLB (Independent Non-Executive)
Secretary and registered office P Giuffredi ACA
Africa House
64–78 Kingsway
London
WC2B 6AH
Telephone (020) 7 400 3737
Facsimile (020) 7 400 3738
Website www.tikit.com
Company number 4164203
Auditors BDO Stoy Hayward LLP
8 Baker Street
London
W1U 3LL
Solicitors TLT LLP Faegre & Benson LLP
Sea Containers House 7 Pilgrim Street
20 Upper Ground London
London EC4V 6LB
SE1 9LH
Brokers and Nominated Adviser Charles Stanley & Company Limited
25 Luke Street
London
EC2A 4AR
Principal bankers National Westminster Bank PLC
98 St Paul’s Churchyard
London
EC4M 8BU
Registrars Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Public relations Buchanan Communications
45 Moorfields
London
EC2Y 9AE
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> Consultancy and Services revenues
increased by 16% to £17.6m (2006: £15.2m)
> Recurring managed services and support
revenues up 23% to £9.6m (2006: £7 .8m)
> Earnings per share before share option
charges normalised for tax up 21% to 20.1p
(2006: 16.6p)
2007 Financial Highlights
Turnover £26.43m
+12%
Profit before tax and
share option charges £3.62m
+24%
Earnings per share before
share option charges 20.1p
+10%
Operating margin 13.8%
+11%
Profit before taxation £3.39m
+22%
Full year dividend 5.0p
+25%
Basic earnings per share 18.6p
+8%
Net cash at year end £2.55m
-39%
Highlights
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Consultancy
> Business
> Technical
Managed Services
> Managed Support
> Outsourcing
> Network & Infrastructure
> Training
> Tikit Editorial Services
> Shamrock Marketing
Software Solutions
> Business Intelligence
> Business Process Management
> Client Relationship Management
> Document Management
> Document Production
> Knowledge Management
> Template Management
Product Development
> Bespoke Development
> Tikit Software Group
About Tikit
Since our establishment in 1994, Tikit has grown to become the
leading supplier of IT consultancy, software and support
services to law firms, accountancy practices and other
professional services firms.
Our aim is to provide our clients with more than just an exceptional level
of service. We work collaboratively with clients to understand their
business and the issues they face and help them achieve their goals by
bringing best working practices and best-of-breed products to the firm.
We have established an unrivalled reputation in the market based on our
in-depth knowledge of our clients’ working practices combined with our
business consultancy and technical expertise.
Tikit has headquarters in London and offices in Europe and the US. Our
global presence ensures that we are able to meet the needs of our
clients who range from small firms to major international organisations
spread across the globe.
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Leading Position in the Market
Legal Vertical
UK
Legal Vertical
EU/US
USA
Accounting Vertical
UK
10
45 4
92
116 20 250
18 17
Top 10
Top 50 Top 5
Top
50
Top 100
Top 200
Top 30
Top 50 Top 500
 Shows the number of clients who have purchased one or more solutions
Leading Position in the Market
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14696TIKITGRO:Layout 3  27/3/08  15:44  Page 3 Tikit Services > Consultancy
Business Consultancy
Have you invested considerable resources putting in technologies but whilst the
technology works well, the business is only deriving some of the benefit that it could
or should be?
Are you finding it challenging to reach that final destination of matching results with
business objectives and thus achieving a measurable Return on Investment?
If you can relate to these scenarios then Tikit’s Business Consultancy division can
assist you. Our aim is to help firms improve their business performance, resulting in
increased revenues. We describe the business change that is needed and work with
you to deliver these changes — be it strategy development, sales training, business
intelligence, reporting, management coaching or the development of client
relationship management (CRM) thinking and cultural change.
T echnical Consultancy
We provide management and technical resource to assist firms with the design,
implementation and roll-out of major IT systems. Our policy is to focus on the
business needs of the firm and ensure that the technical solution provides the
functionality to meet those needs. Having worked on hundreds of IT
implementations, Tikit’s consultants and technologists have a deep understanding of
the issues firms face and the solutions that can deliver real business value. Tikit
resource is available to help firms with:
> System design and configuration
> Project planning and management
> T esting and implementation
> Firm-wide roll-out
“This year we are making a
significant investment in our IT
infrastructure with the
implementation of new Content
Management and Client
Relationship Management
Systems and we have enlisted
Tikit as our natural IT partner .
Tikit has been providing IT
services to us for over ten years
now and we are confident that
their knowledge and experience
will help to ensure the
successful roll-out of these new
systems across our global
offices.”
Chris White, IT Director,
Ashurst
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14696TIKITGRO:Layout 3  27/3/08  15:44  Page 4 > Managed Services
Tikit provides a complete IT management portfolio which is supported by
sophisticated infrastructure and application expertise for a range of large and small
firms in the professional services sector .
Managed Support
Flexible support packages to cater for all levels of client requirements include:
> 24/7 system monitoring & support 365 days a year
> First line help desk support
> Proactive monitoring of clients, networks & server performance
> Remote management
> Scheduled visits & SLAs
> Foreign Office Support
Outsourcing
Today many firms are realising significant cost efficiencies and resource benefits
through the outsourcing of IT. Tikit can provide a fully outsourced service or ad hoc
support as and when needed. Tikit helps firms ‘save’ resources and ensure they
benefit from greater expertise through utilising Tikit’s experienced and
knowledgeable staff. This enables IT staff to focus on business issues rather than
exhausting resources on IT issues.
Network & Integration Services
A stable and responsive systems infrastructure is the foundation on which successful
IT solutions are based. Tikit’s Network & Integration Services group is committed to
supplying, installing, maintaining and supporting hardware and software solutions.
The group has over 25 years’ IT experience and in total currently supports over 500
professional service organisations. The group offers services in the following areas:
> Consultancy and Network Design > Hardware and Software
> Remote Working > Disaster and Storage Solutions
> Security > Diagnostic and Troubleshooting
> Installation Services
Training
Tikit’s training consultants provide a wide range of services with public courses, on-
site training and bespoke courses available across all of Tikit’s key product areas.
“Tikit has consistently met service
levels, willingly adjusted to our
changing business needs and
continues to table initiatives to
increase the quality of services and
improve processes. Above all, their
experts ensure the day to day
availability of our IT services,
leaving us to concentrate on
adding value to our business. Tikit
is an integral part of our IT
department; they really are a true
business partner .”
Mayur Shah, Accounts Manager,
2 Temple Gardens
“The fact that Tikit successfully
dealt with other accounting
practices like ours and that they
could offer the entire spectrum of
IT services was a big ‘yes’ factor!
Their technical resources, their
staff and response times have
impressed us.”
Jeffrey Goldman, Partner,
Simmons Gainsford
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Tikit Services > Software Solutions
Client Relationship Management (CRM)
The CRM group is a specialised team focused on the development, implementation
and management of CRM programmes and systems. The group has implemented
more than 70 CRM systems over eight years and has developed an implementation
methodology that is driven by the business needs of a firm rather than the software.
This approach results in a much higher level of acceptance within a firm and delivers
genuine business benefit.
Document Management (DM)
Tikit has installed firm-wide DM systems at some of the world’s largest law firms.
With over 100 DM clients worldwide, Tikit has been one of the key drivers in
moving law firms towards the paperless office, a key strategy in cost and
environmental impact reduction.
Office Productivity
Tikit recognises that the Microsoft Office product suite is a key tool for lawyers and
support staff in law firms. The Office Productivity group is dedicated to
understanding the implications of developments in the Office suite for law firms as
well as to developing new, legal specific tools that enhance the existing functionality.
Finance and BPM
Tikit’s Finance and Business Process Management (BPM) Group provide a broad
range of consultancy and implementation services for clients using the major time
and billing systems including Elite, Elite 3E and Aderant. We can add enormous value
to these systems by deploying Business Intelligence software from the leading US
provider Redwood Analytics — and even facilitate time and expense recording with
Blackberry software from mAXBridge.
Leading Software Applications
Tikit’s philosophy is to understand the issues faced by our clients and to source,
deliver and support innovative products that best fit their needs. We work with a
select number of partners who we believe have developed best-of-breed applications.
Some of our software partners are shown below.
“We chose to work with Tikit
because of the methodology
they have developed for CRM
implementations. Tikit take a
consultative approach and their
direction was led by the business
benefits we were trying to
achieve rather than the
capabilities of the software.”
James Grandage, Project
Manager, Halliwells
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> Product Development
Tikit has a dedicated software development team which has extensive experience
working with the systems commonly used by our clients. We are able to use our in-
house technical knowledge and experience, combined with direct feedback from
clients, to identify industry specific issues and develop software solutions that
directly answer our clients’ needs.
Bespoke Development Projects
The Product Development Group has worked with a number of clients to undertake
specific development projects.
Tikit Software Group
The group has designed and built a range of technologies that offer powerful
functionality that accommodates the industry’s particular working patterns. Over 150
clients worldwide use Tikit’s products. Some of our most popular solutions include:
Tikit eMarketing Solution
The Tikit eMarketing Solution, integrates seamlessly with the LexisNexis
InterAction CRM System. It enables marketing and business development teams
to deliver professionally branded e-marketing communications to their contacts,
automatically record the recipient’s responses and, through the powerful
reporting functionality, analyse the captured data. By automating key activities
the Tikit eMarketing Solution can significantly increase the efficiency and quality
of a firm’s marketing activity.
Tikit T emplate Management System
The Tikit Template Management System has powerful functionality which allows
firms to reduce the amount of in-template code and the number of templates
that have to be managed by the firm. An administrator tool enables template
owners to make simple changes to templates quickly and without requiring any
development resource, ensuring increased productivity and reduced risk.
Tikit IntraFind
Tikit IntraFind is a web-based software tool that enables intranet users to locate
relevant material easily. It was conceived and developed by Tikit in conjunction
with a leading international law firm. Today, IntraFind is well established and is
used by a number of law firms and public sector organisations.
Tikit KnowHow System
Tikit’s KnowHow System (KHS) is the most widely deployed knowledge
management solution in the UK legal market, with a well-established client
base comprising leading law firms and public sector organisations. The KHS is
a web-based tool for managing your firm’s most valuable documents, and
provides lawyers with the ability to find other related know-how and external
information in just one click.
Tikit Process Pods
Tikit Process Pods are built on the Metastorm BPM Platform and provide rich
legal specific functionality to help firms automate core business tasks. Current
Tikit Process Pods include:
> Client Matter Inception > Debt Recovery
> Conflicts Checking > IT Helpdesk
> Money Laundering > Joiners & Leavers
> Absence Management > Matter Review & Desktop Billing
> Case Referral Management > Financial Processes
“The eMarketing Solution has
revolutionised the way we work
in the Business Development
Team. It has had an impact on
most areas of our work, most
noticeably in the automation of
much of the data management
process — the time saved on this
has been considerable.”
Sarah Parker, Database
& Development Manager,
Shoosmiths
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Introduction
I am pleased to report that solid organic growth in revenues combined with our
continued focus on improving margins has resulted in the Group achieving its
planned profit growth over 2006.
This is the first set of full year results announced under IFRS with comparisons
against restated 2006 results. Total Group revenues of £26.43m in 2007 represent
organic growth of 12.4% compared with £23.52m reported in 2006.
The Group has again increased its operating margins, achieving 13.8% for the full
year (2006: 12.4%). Profit before taxation increased by 22% to £3.39m (2006:
£2.79m) and after adjustment for share option charges increased by
24% to £3.62m (2006: £2.92m).
Good progress has been made in many areas of the business, with continued solid
growth in our contracted support revenues, major project wins with our existing
large legal clients and significant success from our recent move into the
accountancy sector . In addition, customer response to the release of new Tikit-
developed software, particularly the enhanced version of Tikit eMarketing suite
and the Tikit Template Management System for Microsoft Word (TMS), resulted in
sales in the second half and also indicate potentially higher sales of these products
during 2008 and beyond.
Our European subsidiaries based in France and Spain continue to make good
progress with new customer wins and increased market share. Both France and
Spain are experiencing a good start to 2008.
Results
Revenues for the period increased by 12.4% to £26.4m (2006: £23.5m). Reported
revenues were slightly below expectations as a result of the earlier
implementation of subscription-based pricing on some of our products than was
originally planned. In conjunction with one of our key software partners, we
offered subscription-based pricing to new clients in the final quarter of 2007 .
This is an exciting development for the Group, which will secure more predictable
long-term revenues. There will be a short term impact on both revenues and
profits as we move from initial licence fee recognition of software sales to revenue
recognition over typically five-year contracts.
Chairman’s Statement > Mike McGoun
Tikit’s opportunities are many
and your Board continues to be
optimistic about the future trading
prospects of the Group.
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Total services revenue from our consultancy and managed services businesses
increased by 16% to £17 .6m (2006: £15.2m), of which £9.6 million (2006: £7 .8m)
related to managed services and support revenue. These contracted recurring
revenues accounted for 37% of total Group revenues in 2007 .
The improvement of operating margins from 12.4% to 13.8% reflects higher
utilisation rates of our chargeable staff and efficiencies gained through the
integration of managed services operations and reducing some lower margin
business in non-strategic areas such as hardware sales.
Profits before taxation increased to £3.4m (2006: £2.8m). After adjusting for
share options, profits for the Group increased by 24%, achieving an audited profit
before taxation and share option charges for the period of £3.6m (2006: £2.9m).
Share option charges during the period, as required by IFRS, were £231,000
(2006: £127 ,000). This is a non-cash charge to profits based upon the best
estimate of the market value of shares at the time in the future that share options
become exercisable. In order to eliminate the potential dilution effect of share
options and to meet the anticipated future liabilities associated with share options,
the Group has purchased 250,000 Tikit Group shares and holds them in treasury.
The average price paid for these shares was 251 pence per share.
Earnings per share, before share option charges, increased by 10% to 20.1 pence
(2006: 18.3 pence). However , the effective tax rate on profits increased from
22.4% in 2006 to 30.0% in 2007 . On a normalised tax basis, earnings per share
increased by 21%. Normalising tax means restating the prior year earnings as if
the effective rate of tax was 30%. Basic earnings per share were 18.6 pence
(2006: 17 .3 pence).
Our balance sheet remains strong, with net assets at 31 December 2007 of £8.3m
(2006: £6.9m), including cash balances of £2.5m (2006: £4.1m). Cash generated
from operations was £2.09m (2006: £3.61m). The reduction in cash generated is
primarily as a result of an increase of £2.45m in trade receivables at 31 December
2007 over the prior year .
Dividends
Given these solid results the Board has decided to continue with its progressive
dividend policy. A final dividend of 3.25 pence per share is proposed and is subject
to shareholder approval at the AGM on 24 April 2008. It is to be paid on 25 April
2008 to shareholders on the register on 25 March 2008. This, when taken with
the interim dividend of 1.75 pence (2006: 1.25 pence), brings the total dividend
for the year to 5.0 pence (2005: 4.0 pence), an increase of 25% over the
previous year .
I am pleased to report another
record set of results for
the Group.
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Tikit Group plc | Annual Report 2007 | Chairman’s Statement 10 Stock code : TIK
Chairman’s Statement > Mike McGoun
Employees
I would like to take the opportunity to thank the directors and employees of the
Group for their contribution in delivering this excellent set of results.
Summary and prospects
In summary, 2007 was a good year for the Group. We enter 2008 with a strong
order book of projects to be implemented, reflecting the blend of consultancy,
support and software business sold in the last quarter .
Tikit is in an excellent position to continue to support its clients in the legal and
accountancy sectors. Both of these sectors have shown good resilience in previous
economic downturns and it is our belief that the excellent range of services and
products available from Tikit will enable our clients to manage their businesses
more effectively during such a period and beyond.
During the last twelve months, we have seen a strengthening in the partnership
with LexisNexis to expand their business in the legal and accountancy sectors.
LexisNexis, part of the Reed Elsevier Group of companies, is an established global
provider of information-based subscription services to the legal sector . In recent
years they have expanded, through acquisition, into the provision of software,
such as InterAction and more recently Redwood Business Analytics. Tikit are their
partner in the UK for these products.
We have recently been appointed as a partner for the implementation of Thomson
Elite products into the legal marketplace. We expect to capitalise on this
arrangement in 2008 and beyond, not only in the UK, but also in mainland Europe,
utilising our own operations and clients in that territory.
We continue to seek out opportunities to expand our range of services and with
the current consolidation of providers of products and services to the legal sector ,
expect to participate in this consolidation. Tikit’s opportunities are many and your
Board continues to be optimistic about the future trading prospects of the Group.
Mike McGoun
Chairman
11 March 2008
Good progress has been made in
many areas of the business, with
continued solid growth in our
contracted support revenues,
major project wins with our
existing legal clients and significant
success from our recent move into
the accountancy sector .
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All parts of the business made positive contributions to the Group’s results in
2007 . The Group currently operates and is managed across three co-ordinated
business streams: Consultancy, Managed Services and Software Sales. Clients are
delivered an integrated solution based upon a managed blend of these three areas
of expertise.
The table below summarises Group revenues by business category.
Increase/
Twelve months to 31 December 2007 2006 Decrease
£m £m %
Consultancy 7.9 7 .3 8.2
Managed services 9.6 7 .8 23.1
Software sales 8.1 7 .5 8.0
Other (incl. hardware) 0.8 0.8 —
TOTAL 26.4 23.5 12.4
Consultancy
Continuing our successful strategy of providing the highest level consultancy and
products into the large law firms and accountancy practices, we have made
further inroads into our target market with more new wins of our leading CRM and
DM products — LexisNexis InterAction and Interwoven WorkSite. In addition, we
have also secured new clients for our LexisNexis Redwood Business Intelligence
and Metastorm eWorks workflow applications. Both the Redwood and Metastorm
products require significant business consultancy and this has further established
Tikit’s reputation as a true business consulting partner to law firms looking to
exploit their investment in information technology.
The UK professional services operations improved in the second half of the year
and although revenues only grew by 8.2% over the whole of 2006, there was an
improvement in utilisation rates such that the profit contribution from these
activities improved by 16% over the prior year .
During the year , Tikit worked closely with the leading international law firm
Ashurst to complete the UK roll-out of their new Interwoven Document
Management System (‘DMS’). This was achieved in a very demanding time frame
with complete operational continuity being maintained during the transition from
their old DMS. The project achieved a special commendation at the recent Legal
Technology Awards. Other notable Interwoven DMS projects included the
implementation of an e-mail filing system and the introduction of access to the
DMS via Blackberries at Slaughter & May and the implementation of a fully
integrated DMS at Bech-Bruun in Copenhagen. We have also been involved in
DMS projects in Dubai and Estonia.
Another project to win an award for excellence in 2007 was the international roll-
out of the ‘InterLovells’ knowledge portal at Lovells.
In the accountancy sector , we have worked with one of the world’s leading
professional services organisations, Ernst & Young, in delivering a highly
customised implementation of the InterAction Client Relationship Management
(‘CRM’) system and carried out further CRM work at the private equity investment
group Apax Partners.
Chief Executive’s Statement > David Lumsden
Both the Redwood and Metastorm
products require significant
business consultancy and this has
further established Tikit’s
reputation as a true business
consulting partner to law firms
looking to expolit their investment
in information technology.
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Records Management project at Taylor Wessing and Metastorm BPM-based ‘New
Business Intake’ projects at a number of firms including Addleshaw Goddard LLP.
During the year we announced a partnership arrangement with Thomson Elite for
the consultancy and implementation of their new 3E product.
Tikit provided assistance with the implementation of the Elite Practice
Management System (‘PMS’) at Stephenson Harwood, procurement consulting
services to Burges Salmon and, through its growing relationship with Thomson
Elite, on-site resources for Allen & Overy’s ‘3E’ PMS implementation. The
innovative Business Intelligence system from LexisNexis has been launched in the
UK by Tikit and we have secured early success with this product at a number of
firms including SJ Berwin and Charles Russell LLP.
Investment in new technologies continued with the Microsoft SharePoint Group
working on projects at Withers and Shepherd & Wedderburn whilst a development
using the innovative indexing technology iBox was completed for Linklaters LLP.
Managed services
Total revenues from managed services increased by 23.1% in 2008 to £9.6m
(2006: £7 .8m). Tikit now has over 280 clients taking contracted support services
and a total of over 600 individual contracts. Geographically, we have 15 clients in
mainland Europe and 71 in the USA. Contract retention rate remains steady at
95%. The consolidation of our helpdesks into a single client interface and the
implementation of the Client Care Management integrated software have not only
improved our service to clients but have also improved the efficiency of our own
operations. Clients can now get self-service support if required and the
management reports provide us with further opportunities for improvements.
Our outsourcing business continues to grow and has been enhanced by the new
partnership with Compuware.
A further release of the Tikit KnowHow System (KHS) software developed by Tikit
following constructive input from the user group is about to be released and we
are optimistic that this release and the associated service offerings will underpin
further growth in this area in 2008.
Our technology infrastructure business, NIS, had a very good year implementing
a number of multi-site Citrix installations including new clients such as law firms
Wellers and Field Fisher Waterhouse as well as further wins in the accountancy
client base such as Chantrey Vellacott DFK. Tikit are now established as the
leading consultancy and implementation experts for Riverbed, a product used to
resolve remote networking performance issues, and has now successfully
deployed this exciting product into ten large law firm clients.
Chief Executive’s Statement > David Lumsden
Tikit now has over 280 clients
taking contracted support services,
and a total of over 600 individual
contracts. Geographically, we have
15 clients in mainland Europe and
71 in the USA.
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Software revenues
Total software revenues for the Group increased to £8.1m (2006: £7 .5m). This was
lower than our internal targets and was a result of slower than anticipated take-up
of newly introduced products such as Redwood, where considerable pre-sales
activity and modelling is required. We also invested considerable resource in the
development of applications to provide ‘out-of-box’ workflow solutions to our
clients based upon the Metastorm software and although some sales were made
in the final quarter , the momentum now attached to this offering should lead to
good levels of sales in 2008. Sales of Tikit developed software, to which we own
the Intellectual Property Rights (IPR), were encouraging, especially in the second
half. Total sales of Tikit IPR were £843,000, an increase of 17% over the prior year
(2006: £720,000).
In the final quarter of 2007 , we chose, in conjunction with one of our key software
partners, to offer subscription-based pricing to new clients. We believe that this
pricing model will become very important for us, especially in the legal sector and
the earlier than planned introduction, on a pilot basis, has given us a better
understanding of the impact on our business prior to setting 2008 expectations.
This is an exciting development for the Group and will secure more predictable
long-term revenues. However , there will be a short-term impact on both revenues
and profits as we move from initial licence fee recognition of software sales to
revenue recognition over typically five-year contracts.
Overseas
Tikit France has become a significant player in the French legal market with 53
clients, focusing on law firms and corporate legal departments. In 2007 , Tikit
France implemented its largest project to date at Salans by replacing an existing
DM system with Interwoven WorkSite. Tikit France continues to expand its
expertise and now covers a full range of services from Time & Billing systems
through accounting, to CRM and DM.
Tikit Spain now has 29 clients, again focusing on law firms and corporate legal
departments, throughout all regions of Spain and, with a complete portfolio of
specific solutions, has became the most influential consultancy for the Spanish
Legal Sector .
David Lumsden
Chief Executive
11 March 2008
Sales of Tikit developed software,
to which we own the Intellectual
Property Rights (IPR) were
encouraging, especially in the
second half — an increase of 17%
over the prior year .
13 Annual Report 2007 | Tikit Group plc
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Tikit Group plc | Annual Report 2007 | Financial Review 14 Stock code : TIK
Financial Review
The financial statements have been prepared, for the first
time, in accordance with International Financial Reporting
Standards (IFRS) as adopted by the EU and cover the results
for the Group for the year to 31 December 2007 .
The main accounting policies affected by the transition to
IFRS are set out in note 25 of the consolidated financial
statements. This note also contains reconciliations to the
previously presented financial statements for 2006.
Trading
The Group achieved another record year with both revenue
and profits growing strongly. Total revenue in the year was
£26.43m (2006: £23.52m) — an increase of 12%.
Group profit before taxation and share option charges was
£3.62m (2006: £2.92m) — an increase of 24%. Profit before
taxation increased to £3.39m (2006: £2.79m).
A detailed review of the performance of the business can be
found in the Chairman’s and the Chief Executive’s statements.
Taxation
Based on the Group profit before tax, the current year tax
expense is at an effective rate of 30.0% (2006: 22.4%). In
2006 the expense benefited from tax relief on the exercise
of share options and the utilisation of tax losses acquired on
the purchase of Tikit NIS Limited on 17 December 2004. Only
a small number of share options were exercised in 2007 and
there were no remaining tax losses to be utilised. The
standard rate of corporation tax in the UK is 30%.
Earnings and dividends
The Group measures its adjusted earnings per share
performance on trading results after excluding share option
charges from the calculation. Adjusted basic earnings per
share, based on the average shares in issue, was 20.1p (2006:
18.3p) — an increase of 10%. Basic earnings per share was
18.6p (2006: 17 .3p) — an increase of 8%. The average
number of shares in issue in the year was 12.78m (2006:
12.54m) — an increase of 2%.
The increase in the effective tax rate from 22% to 30%
explains the difference between the growth rate of adjusted
earnings per share of 10% and operating profit before
taxation and share option charges of 24%. If the prior year
tax rate is normalised at 30% adjusted basic earnings per
share increased 21% over the prior year .
When determining dividend policy, current earnings, future
prospects and future cash flows are taken into account. This
year the Board is recommending a final dividend of 3.25p
(2006: 2.75p) which when combined with the interim
dividend of 1.75p gives a total dividend for the year of 5.0p
(2006: 4.0p) — an increase of 25%.
The dividend is covered 3.7 times by post-tax earnings
(2006: 4.2 times).
Cash flow
Cash generated from operations of £2.10m (2006: £3.61m)
is below our normal performance of 100% conversion of
operating profit into operating cash flow. The cash
conversion in 2007 was 62% (2006: 132%). The average
cash conversion over the last 2 years is good at 94%.
There are two main reasons for this. Firstly, in 2006
operating cash flow was £0.7m higher than operating profit
due to timing differences on working capital, mainly supplier
payments, which reversed in early 2007 . Secondly the timing
of new business closed in Q4 which was more concentrated
in December than previous years leaving little opportunity
for collecting the related cash before the year end.
The working capital performance has been much stronger in
the first 2 months of 2008 than the same period in 2007 .
Operating cash flow movements derived from working
capital are £1.2m higher than the same period in 2007 . Trade
receivables were £3.8m lower at the end of February 2008
than 31 December 2007 with collections £0.7m higher than
the same period in 2007 .
The year end bank balances decreased by £1.61m to £2.55m.
This was after £1.58m being paid out in earn-out
consideration and £0.39m expended on the purchase of
shares into treasury.
Balance sheet
Net assets have increased by £1.3m to £8.3m (2006: £6.9m).
This increase is predominantly due to an increase in retained
earnings.
Financial instruments
The Group’s financial instruments comprise cash and cash
equivalents, trade receivables and trade payables. The main
risks arising from these financial instruments are interest
rate risk, liquidity risk, credit risk and foreign currency
exchange rate risk. The policies for managing each of these
risks are detailed in note 22 of the consolidated financial
statements.
Shareholder information
The Group’s website at www.tikit.com contains a wide range
of information about our activities and visitors can download
copies of the report and accounts as well as newsletters and
matters of interest.
Paul Giuffredi
Group Finance Director
11 March 2008
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www.tikit.com | Financial Review Annual Report 2007 | Tikit Group plc 15
14696TIKITGRO:Layout 3  27/3/08  15:45  Page 15 Tikit Group plc | Annual Report 2007 | Group Directors
Group Directors
Mike McGoun Executive Chairman
Mike has a wealth of management experience within the IT industry. He spent 10
years at IBM prior to co-founding a successful ComputerLand franchise in 1989.
In 1994 Mike moved to Skillsgroup plc (now known as QA plc) as a main board
director , with responsibility for corporate development and later as a non-
executive director . Mike was appointed as a Non-Executive Chairman of Tikit in
1997 , becoming part-time Executive Chairman in 2000 and part-time Executive
Chairman of Tikit Group plc on 1 June 2001.
David Lumsden Managing Director
David’s expertise of legal IT spans nearly 25 years. Whilst at Wang, David
implemented systems at firms such as Linklaters, Denton Wilde Sapte and
Masons. In 1990 he joined Ashurst, a leading city law firm, as head of its UK IT
function. In 1997 he moved to Tikit and brought with him a wealth of
knowledge gained at Ashurst and set up a Support Services team to provide
the service to law firms that he felt was missing. Following the success of this
team he joined the Tikit Limited Board in 1999 and was appointed Managing
Director in 2000. He became Group Managing Director on 1 June 2001.
Paul Giuffredi Group Financial Director
Paul qualified as a chartered accountant at KPMG. He then spent four years
at Costain Group PLC in a group accounting role working on a number of
corporate finance transactions. In 1996 he moved to GE Information
Services (now GXS), a division of the US conglomerate General Electric. At
GE he held a number of roles including UK Finance Director . Since 2000 he
has been finance director of two private equity backed companies. He
joined Tikit in August 2005.
Nicholas Briant Non-Executive Director
Nicholas is a solicitor and has been a partner of Taylor Wessing, a leading city
law firm for over 20 years. He is an acknowledged expert in the legal and
commercial aspects of corporate finance, flotations, mergers and acquisitions
(of a public and private nature) and private equity transactions. He was
appointed a director of Tikit in May 2001.
Richard Price Senior Non-Executive Director
Richard is a chartered accountant and tax specialist by training. He co-founded
BPP Holdings plc, a training and publishing group, in 1976 and was Chairman of
the organisation until mid-2002. BPP Holdings plc has been a listed company
since 1986 and has a market capitalisation in excess of £100 million. Richard was
appointed a director of Tikit in May 2001.
Left to right: Nicholas Briant, Paul Giuffredi, David Lumsden, Mike McGoun, Richard Price
Board committees
The principal standing committees
appointed by the Board are as follows:
Audit committee
R Price (Chairman)
N Briant
Remuneration committee
N Briant (Chairman)
R Price
Nominations committee
M McGoun (Chairman)
N Briant
R Price
Stock code : TIK 16
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14696TIKITGRO:Layout 3  27/3/08  15:45  Page 16 Left to right: Liam Flanagan, Steve Knowles, Ivor Owen, Danny Hoffman, David Lumsden,
Gordon Simpson, Paul Giuffredi, Neil Renfrew
www.tikit.com | Tikit Directors
Tikit Directors
Liam Flanagan Sales Director
Liam Flanagan was co-founder of Tikit in 1994 and has been the creative force
behind the organisation for 13 years. He has been responsible for sourcing a
wide range of products and has established LexisNexis’ InterAction CRM
system and Interwoven’s WorkSite DM system as the systems of choice for the
UK legal market. Liam’s industry knowledge is unsurpassed and is the result of
16 years in the legal IT sector . He previously spent time with AEG Olympia and
SystenHouse Inc. More recently, Liam set up Tikit Software Group in
recognition of the importance of Microsoft Word and continues to source and
drive the development of innovative products and the new Tikit Template
Management System which deliver real value to Tikit’s target markets and
existing clients.
Gordon SimpsonTechnical Director
Gordon joined ComputerGroup in 1988 as a systems integration manager ,
transferring to SHL ’s Geneva office in 1992 where he was responsible for
managing a number of large-scale systems integration projects. He has been a
director at Tikit since it was formed twelve years ago. In that time he has been
responsible for over 75 document management implementations, 25 knowledge
management implementations and 50 CRM implementations as well as various
other legal project areas.
Mike Bailey BPM Director
After qualifying as a Chartered Accountant in 1990, Mike has worked
exclusively within the legal market for software resellers and consultancy
organisations. Since 1996 he has specialised in the practice management
arena, initially as General Manager of CMS Europe (now Aderant), and more
recently as an implementation consultant specialising in the issues associated
with the implementation of systems in a global environment.
Danny Hoffman Network & Integration Services Director
Danny spent 4 years at the BBC before moving into Information Technology.
He joined MICL, who specialised in supplying software to the accounting
profession 20 years ago and progressed to the role of Technical Director
building a dedicated infrastructure division dealing with nearly 200
professional service organisations. Following various acquisitions his team
now form Tikit’s Network & Integration Services group.
Neil Renfrew Professional Services Director
Neil Renfrew began his career in legal IT as a software developer with Olivetti in
Edinburgh. In 1984 he set up the company that became ResSoft and was
responsible for the design of systems such as FirmControl (for Linklaters),
FirmWare (for Freshfields) and Panaseea (for Slaughter and May). In February
2005, following the acquisition of ResSoft, Neil became Tikit’s Professional
Services Director , bringing with him a wealth of IT, project management,
solutions design and systems integration and implementation experience.
Steve Knowles Managed Services Director
Steve has over 20 years’ IT industry experience. Steve has held a number of
roles including Business Development Manager for Plumb Center Ltd,
Financial Director and Company Secretary at Brandt Computers Ltd before
moving to ResSoft Ltd where he was Client Services Director and Company
Secretary. Following Tikit’s acquisition of ResSoft, Steve now works as
Managed Services Director for Tikit and has been responsible for extending
the services offered by Tikit’s Managed Services Group.
Ivor Owen Operations Director
Ivor spent 10 years working as a communications specialist in the Royal Corps
of Signals before joining Wilde Sapte in 1989 where he was IT & Operations
Manager with responsibility for the day-to-day management of the firm’s IT
department. When Wilde Sapte merged with Denton Hall, Ivor became IT
manager of the merged firm, responsible for all European IT services. Ivor
joined Tikit in 2000 and has used his management experience to continue to
develop the Managed Services team.
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14696TIKITGRO:Layout 3  27/3/08  15:45  Page 17 Statement by the Directors on compliance
with the Combined Code
The company is listed on the Alternative Investment Market
(AIM) and is therefore not required to comply with the
provisions of the 2006 Financial Reporting Council’s revised
Combined Code. Nevertheless the Board is committed to
ensuring that proper standards of corporate governance
operate throughout the Group and has followed the
principles of the Code so far as is practicable and
appropriate for the nature and size of the Group.
A statement of the directors’ responsibilities in respect of the
financial statements is set out on page 25. Below is a brief
description of the role of the Board and its Committees,
followed by a statement regarding the Group’s system of
internal controls.
The Board
The Board comprises two Non-Executive directors and three
Executive directors and is responsible to shareholders for
the proper management of the Group. The Non-Executive
directors are Richard Price (the senior Non-Executive
director) and Nicholas Briant and the Board considers both
to be independent. The Board meets regularly, reviewing
trading performance, setting and monitoring strategy, and
examining major capital expenditure and acquisition
opportunities. All directors have access to the advice and
services of the company secretary. Any director appointed
during the year is required, under the company’s Articles of
Association, to retire and seek re-election by shareholders at
the next Annual General Meeting. It is company policy that
each director retires and seeks re-election every three years.
Audit Committee
The Audit Committee comprises the two Non-Executive
directors of the company and is chaired by Richard Price. Its
terms of reference require it to meet not less than twice
each year and it provides a forum for reporting by the
Group’s auditors. By invitation, the meetings are also
attended by the Chairman, Managing Director and the
Finance Director .
The Audit Committee is responsible for reviewing a wide
range of financial matters including ensuring that the
financial performance of the Group is adequately measured
and controlled, correctly represented, reported to and
understood by the Board. The Audit Committee advises the
Board on the appointment of external auditors and on their
remuneration, both for audit and non-audit work, and
discusses the nature and scope of their audit.
The Committee meets the Auditors at least once a year
without any Executive directors present.
Remuneration Committee
The Remuneration Committee comprises the two Non-
Executive directors and is chaired by Nicholas Briant. Details
of the executive remuneration policy is set out in the
separate Remuneration Report.
Individual directors’ remuneration packages are included in
the Remuneration Report on page 21.
Nominations Committee
The Nominations Committee comprises the Chairman and
the two Non-Executive directors. It is responsible for making
recommendations to the Board on all new appointments to
the Board and considering and making recommendations as
to the Board’s composition and balance.
Corporate Governance Statement
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14696TIKITGRO:Layout 3  27/3/08  15:45  Page 18 Going Concern
Having reviewed the future plans and projections for the
business, the directors believe that the company and its
subsidiary undertakings have adequate resources to
continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
Internal Controls
The directors are responsible for the Group’s system of
internal control and for reviewing its effectiveness which, by
its nature, can only provide reasonable and not absolute
assurance against material misstatement or loss.
The Board has reviewed the effectiveness of the Group’s
internal control systems for the period 1 January 2007 to the
date of approval of the financial statements. The Board will
continue to review the effectiveness of its control
assessment system on a regular basis.
The Board has established procedures which are designed to
provide effective internal control for the Group and these
include:
Control Environment and Procedures
The directors have in place an organisational structure with
clearly defined levels of responsibility and delegation of
authority.
Control procedures include annual budget approval and
monitoring of actual performance. Formal staff appraisal
procedures and training programmes are in place. Capital
expenditure requests are reviewed by the Board and
appropriate due diligence work will be carried out when a
business is to be acquired.
It is Board policy that executive directors receive suitable
training for their position, which is considered as part of the
appraisal process.
Risk Management
The directors and operating company management have a
clear responsibility for identifying risks facing each of the
businesses and for putting in place procedures to mitigate
and monitor risks. Risks are formally assessed during the
annual budget process, which is monitored by the Board, and
the ongoing Group strategy process.
Financial Reporting
The Group has a comprehensive system of financial
reporting. There is a detailed budgeting system in place
which includes the plan of each operating company being
approved by the Executive directors and the Board approves
the overall Group budget. On a monthly basis, actual results
are reported against budget and any significant adverse
variances examined and remedial action taken where
necessary.
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14696TIKITGRO:Layout 3  27/3/08  15:45  Page 19 The Remuneration Committee is constituted in accordance
with the Combined Code. The Committee is composed
entirely of Non-Executive directors, who are believed by the
company to be independent, as set out on page 16. The
Chairman during the year was Mr Nicholas Briant. The terms
of reference for the Committee are to determine the Group's
policy on executive remuneration and to consider and
approve the remuneration packages for directors subject to
ratification by the Board. During the financial year the
Committee met a total of three times.
Policy on Executive director remuneration
The Group’s current and ongoing remuneration policy aims
to ensure that executive directors are fairly rewarded for
their individual contributions to the Group’s overall
performance and is designed to attract, retain and motivate
Executives of the right calibre. The Committee is responsible
for recommendations on all elements of directors’
remuneration including, in particular , basic salary, annual
bonus, share options and any other incentive awards. In
implementing the remuneration policy the Committee has
regard to factors specific to the company, such as salary and
other benefit arrangements within the Group and the
achievement of the Group’s strategic objectives.
The Committee determines the Group’s policy on Executive
directors’ remuneration with reference to comparable
companies of similar market capitalisation, location and
business sector .
Basic salary
The basic salaries of Executive directors are reviewed
annually having regard to individual performance and
position within the company and are intended to be
competitive but fair using information provided from both
internal and external sources. The performance related
annual bonus forms a significant part of the level of
remuneration considered appropriate by the Remuneration
Committee. Details of directors’ emoluments are set out on
page 21.
Performance related annual bonus
The percentage of basic salary on which annual cash
bonuses are based is set by the Committee. The 2007
bonuses paid to Executive directors on achievement of the
target Group profits before tax are shown in the
remuneration table on page 21. Target based bonuses
payable to the Executive directors for the 2008 financial
year will be on a similar basis and capped at a maximum of
40% of basic pay, including any pension contributions. In
determining whether a bonus payment is made or not, the
Committee will consider any factors that may alter the
targets against which performance is measured and adjust
the level of bonus accordingly. In addition to the formal
bonus scheme, the Committee has the discretion to
recommend the payment of ad hoc awards to reflect
exceptional performance.
Incentive plans
A Long Term Incentive Plan was approved at an AGM on
3 May 2007 . Details of the options granted to directors are
shown in note 5.
Pensions
Contributions are made to the Executive directors’ personal
pension schemes up to a maximum of 10% of basic salary.
Details of directors’ pension contributions are set out on
page 21.
Other benefits
The Committee aims to provide an objective and
independent assessment of all benefits granted to directors.
Service contracts
The Executive directors have rolling 12 month service
contracts with notice periods of 12 months. Directors are
entitled to a non-pensionable bonus subject to achieving the
targets set by the Remuneration Committee for the bonus
scheme in place for the year in question (as set out at the
beginning of this report). No director receives additional
remuneration or benefits in relation to being a director or
sitting on the board of any Group company.
Remuneration Report
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14696TIKITGRO:Layout 3  27/3/08  15:45  Page 20 The emoluments of individual directors are as follows:
Salary/ Benefits Total Pensions
fees Bonus in kind 2007 2006 2007 2006
£’000 £’000 £’000 £’000 £’000 £’000 £’000
M McGoun 65 —1 66 117 — —
D Lumsden 142 —1 143 154 14 8
A Pearson ——— — 40 — 2
P Giuffredi 94 —1 95 58 5 3
N Briant 24 —— 24 24 — —
R Price 24 —— 24 22 — —
349 —3 352 415 19 13
Details of directors’ options to acquire ordinary shares in the company and gains on the exercise of share options are
provided in note 5 to the accounts.
Nick Briant
Chairman of Remuneration Committee
11 March 2008
Policy on remuneration of Non-Executive
directors
The Board determines the Group’s policy on Non-Executive
directors’ fees and will continue to set fees with reference to
the individual director’s role, the company’s market
capitalisation, location and business sector .
Non-Executive directors are not permitted to participate in
employee share option schemes, neither are they entitled to
participate in the Company’s pension arrangements.
The two Non-Executive directors have letters of appointment
dated 16 May 2001 which specify that their appointment
lasts for a renewable three year term initially to 15 May
2004. Following expiration of the initial term the
appointments have been extended on an annual basis.
Advisers to the Remuneration Committee
Any advisers to the Remuneration Committee are appointed
and instructed by the Committee members. No such
advisers were appointed in 2007 .
Remuneration of directors
The remuneration of directors who served during 2007 is
shown in the table on page 21. Remuneration includes
management salaries, taxable benefits and bonuses.
Remuneration shown is in respect of each director’s period
in office during 2007 as a Board member of Tikit Group plc
and includes remuneration from the company and its
subsidiary undertakings.
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14696TIKITGRO:Layout 3  27/3/08  15:45  Page 21 The directors present their annual report and the audited
financial statements for the year ended 31 December 2007 .
Results and dividends
The results of the Group for the year are set out on page 28
and show a profit after taxation of £2,37 4,000 (2006:
£2,166,000). After adding back share option charges for the
year , the profit after taxation increases to £2,603,000 (2006:
£2,259,000). An interim dividend of 1.75p (2006: 1.25p) per
share was paid on 16 October 2007 and subject to
shareholders’ approval, the directors recommend the payment
of a final ordinary dividend of 3.25p (2006: 2.75p) per share
making a total ordinary dividend for the year of 5.0p (2006:
4.0p).
Business review and prospects
The purpose of this section is to give shareholders a
summary of the prospects of the business.
The performance in 2007 is a good indicator of the skills
that currently exist within the Group and the financial results
show how effectively those skills are employed.
The overriding Group objective is to continue to focus on the
provision of IT systems and support to large law firms and
accountancy practices. Tikit has established itself as a
leading supplier to this market in the UK and remains
focused on expanding its market share within this market. In
addition, we seek to become the leading supplier of these
services and products to the large firms in mainland Europe.
The large UK law firms and accountancy practices have
announced significant recent growth in their businesses and
are investing commensurately in their IT systems. Tikit is
ideally positioned to provide consultancy, services and
products to help these firms derive maximum benefit from
their IT investment. In 2007 , we estimate that the top one
hundred law firms in the UK spent approximately £500
million on IT products and services. The top fifty
accountancy firms spent an estimated £300 million. At this
stage of our development we do not believe that the size of
our chosen market is a limit to our growth.
Tikit’s competitive advantage is that it is a specialised
business focused on the large legal and accountancy
markets. This differentiates us from general IT consultancy
organisations. Our relationship with clients is from a service
perspective in that we understand how large law firms and
accountancy practices work, their language and culture. We
understand their business issues and can help them identify
potential IT-based solutions to those issues. We differentiate
ourselves from software vendors by our independence and,
whilst we have strong relationships with our software
partners, our strength is that we endeavour to select the
best of breed software appropriate to our clients’ needs and
are not committed to providing standard solutions. There
may be some short-term risk associated with this strategy
given that new software developments may render existing
partnership arrangements inappropriate. This may lead to
short-term direct competition from software vendors.
Our focus remains on achieving strong organic growth. At the
same time we continue to look for businesses, products or
services that can further expand our current portfolio. We also
believe that Tikit is well positioned to participate in the
consolidation that is taking place in both the legal and
accountancy sectors. The average size of the top one hundred
UK law firms continues to rise faster than the overall market
because of merger activity. We believe that the large UK law
firms will lead consolidation across Europe and that Tikit, with
its strong client base among those firms, will benefit from this.
The Group’s pipeline of consultancy and implementation
projects should provide the opportunity to schedule resources
more efficiently and improve utilisation. The managed
services group will continue to streamline its services so that
clients can benefit from the full range of support offerings,
from hardware and infrastructure support to onsite support
for complex applications. In addition, the introduction of a
number of new software products during 2008 is expected to
result in additional sales in 2008 and beyond.
The key performance indicators (KPIs) used by your Board to
measure the success of the business remain those that have
underpinned our success to date. The most important of
these is customer retention, especially reflected in support
contract renewal rates. Following our first year in business,
some 14 years ago, we have had annual renewal rates in
excess of 90%. In 2007 this rate was almost 94 %. With 92
of the top one hundred UK law firms as clients and 23 of the
top fifty accountancy practices, it is essential that we retain
existing clients at the same time as winning new ones.
The second KPI is the organic growth of our revenues and
this should be as least as great as that of the top one
hundred legal firms. In addition, we seek to add additional
services so that our actual revenue growth is higher . The third
KPI is the operating margin that we are able to achieve. Since
inception in 1994, Tikit has had operating margins in excess of
10%, with the exception of the year ended 31 December 2002
where operating margin was 6.5%. We aim to have operating
margins of over 12.5 %. For the year ended 31 December
2007 we achieved an operating margin of 13.8%.
A final KPI is our ability to generate cash from our operating
activities — in our view, the true measure of profit. This is an
area where Tikit has excelled over the years. We aim to
achieve a conversion ratio of operating profit to cash of
100%. For the year ended 31 December 2007 we achieved a
conversion ratio of 62% (2006: 132%). The average
conversion rate over the last 2 years is 94% .
In commenting upon the capital structure of the company,
I draw attention to the acquisitions made by us that have
largely been funded by the cash generated by the business.
We have been able to act quickly without incurring the time
Report of the Directors for the year ended 31 December 2007
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14696TIKITGRO:Layout 3  27/3/08  15:45  Page 22 and costs associated with equity or debt fundraisings. The
company has had no debt since its inception in 1994. However ,
we continue to consider the most appropriate capital
structure given the outlook for interest rates on long-term
debt. There is a determination not to hold surplus cash and we
will return such cash to shareholders by a combination of the
progressive dividend policy where it is our intention to provide
shareholders with a yield over 2%, combined with the
purchase of shares in the market for cancellation.
Business review — risks
When your Board considers risk issues going forward, the
prominent element is the dependence on our people. We
recognise the value of their commitment and are conscious
that we must keep the reward systems, both financial and
motivational, in place to minimise this area of risk. Our LTIP
is an example of this. A second risk issue, competition, arises
in relation to our strong position with the large law firms.
Given that there is no external direct competition of any size
in this market, we must be careful not to abuse our position.
The main competition issue in any project proposal is
whether a law firm’s internal IT department may wish to
undertake the assignment itself. Accordingly, our services
are designed to complement and assist internal staff rather
than replace them. Finally, we are aware of the supply risk of
losing key software partners. This would have a short-term
impact as we sought to identify and then train our staff in a
suitable alternative product. We have an excellent record of
maintaining good relationships with our software partners
and usually get notice of impending changes in time to
minimise the impact on Tikit.
Environmental policies
The Group acknowledges the importance of environmental
matters and where possible, utilises environment friendly
policies in its offices such as recycling and energy efficient
practices.
Directors and directors’ interests
The directors who held office during the year and their beneficial interests in the share capital of the company at the end of
the financial year were as follows:
Ordinary shares Preference shares
of 10p each of £1 each
2007 2006 2007 2006
M McGoun 520,000 1,040,890 1,000 1,000
D Lumsden 273,158 281,158 — —
P Giuffredi — — — —
N Briant 6,500 6,500 — —
R Price 6,500 6,500 — —
Details of directors’ interests in options on the ordinary share capital of the company are disclosed in note 5 to the financial
statements.
Substantial holdings
As far as the directors are aware, as at 11 January 2008, the only holdings of 3% or more of the company’s issued share
capital were as follows:
Percentage Percentage
Number of of issued Number of of issued
ordinary share preference share
shares capital shares capital
Blackrock Investment Management 1,175,750 9.2 ——
Rensburg Sheppards Investment Management 802,573 6.2 ——
Gartmore Investment Management 677 ,066 5.3 ——
Hargreave Hale & Co 660,000 5.2 ——
Universities Superannuation Scheme 633,783 5.0 ——
Slater Investments 558,300 4.4 ——
M McGoun 520,000 4.1 1,000 100
W Flanagan 509,880 4.0 ——
F & P Fakim 487 ,000 3.8 ——
Rathbone Investment Management 478,600 3.7 ——
Trivest VCT Plc 434,782 3.4 ——
M & K Bailey 419,023 3.3 ——
Liontrust Asset Management 395,000 3.1 ——
The Nominee accounts are identified in the share register but the number and identity of the underlying holdings have not
been notified to the company.
23 www.tikit.com | Report of the Directors Annual Report 2007 | Tikit Group plc
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Tikit Group plc | Annual Report 2007 | Report of the Directors 24 Stock code : TIK
Report of the Directors for the year ended 31 December 2007
Political and charitable donations
The Group made no political contributions in the year (2006:
£Nil). Donations to UK charities totalled £1,100 (2006:
£2,756).
Purchase of own shares
During the year the Group purchased two tranches of its
own shares to hold in treasury. On 19 January 100,000
shares were purchased at a price of 258.5p representing
0.78% of the share capital. On 13 September 50,000 shares
were purchased at a price of 272.5p representing 0.38% of
the issued ordinary share capital. Both tranches were
acquired to fulfil potential requirements under the Group
LTIP approved.
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 company’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.
BDO Stoy Hayward LLP have expressed their willingness to
continue in office and a resolution to re appoint them will be
proposed at the Annual General Meeting.
Annual General Meeting
The Annual General Meeting will be held at the company’s
registered office on 24 April 2008.
By order of the Board
P Giuffredi
Company Secretary
11 March 2008
Creditors’ payment policy
It is the policy of the Group to agree terms and conditions
with suppliers and to pay in accordance with them, provided
the goods or services concerned have been supplied in
accordance with those terms and conditions.
At 31 December 2007 the company had 95 days (2006: 101
days) of outstanding liabilities to creditors.
Research and development
The Group continues to invest in carefully targeted, low cost,
research and development to identify and write a number of
software enhancement modules which improve the
functionality of certain third party applications in a law firm
environment.
Financial instruments
The Group's financial instruments comprise cash and cash
equivalents, trade receivables and trade payables. The main
risks arising from these financial instruments are interest
rate risk, liquidity risk and foreign exchange risk. The policies
for managing these risks are set out in the disclosures in
note 22.
Employees
The Group has a policy of keeping all employees fully
informed about its plans and progress through regular
meetings, formal presentations and electronic
communication. Participation by employees in the progress
and profitability of the Group is encouraged, where
appropriate, through annual bonus schemes, in addition to
the Group share option schemes. Employee development is
encouraged with formal staff appraisals and training
programmes.
The Group operates recruitment and selection procedures
which consider all applicants for employment on the basis of
qualification for specific vacancies without regard to race,
colour , religion, sex, age, disability or national origin.
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Statement of Directors’ Responsibilities
www.tikit.com | Statement of Directors’ Responsibilities Annual Report 2007 | Tikit Group plc 25
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time
the financial position of the Group, for safeguarding the
assets of the company, for taking reasonable steps for the
prevention and detection of fraud and other irregularities
and for the preparation of a Directors’ Report which
complies with the requirements of the Companies Act 1985.
The directors are responsible for preparing the annual
report and the financial statements in accordance with the
Companies Act 1985. The directors are also required to
prepare financial statements for the Group in accordance
with International Financial Reporting Standards as adopted
by the European Union (IFRSs) and 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 UK Generally Accepted Accounting Practice.
Group financial statements
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Group’s
financial position, financial performance and cash flows. This
requires faithful representation of the effects of transactions,
other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities,
income and expenses set out in the International Accounting
Standards Board’s “Framework for the preparation and
presentation of financial statements”. In virtually all
circumstances, a fair presentation will be achieved by
compliance with all applicable IFRSs. A fair presentation also
requires the directors to:
> consistently select and apply appropriate accounting
policies;
> present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information; and
> provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable
users to understand the impact of particular
transactions, other events and conditions on the entity’s
financial position and financial performance.
Parent company financial statements
Company law requires the directors to prepare financial
statements for each financial year which give a true and fair
view of the state of affairs of the company and of the profit
or loss of the company for that period. In preparing these
financial statements, the directors are required to:
> seek suitable accounting policies and then apply then
consistently;
> prepare financial statements on the going concern basis
unless it is inappropriate to presume that the company
will continue in business;
> make judgements and estimates that are reasonable and
prudent; and
> state whether applicable accounting standards have
been followed, subject to any material departures
disclosed and explained in the financial statements.
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 company’s website is the
responsibility of the directors. The directors’ responsibility
also extends to the ongoing integrity of the financial
statements contained therein.
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Tikit Group plc | Annual Report 2007 | Report of the Independent Auditors 26 Stock code : TIK
Report of the Independent Auditors
Independent Auditors’ Report to the
Shareholders of Tikit Group plc
We have audited the Group and parent company financial
statements (the “financial statements”) of Tikit Group plc for
the year ended 31 December 2007 which comprise the
consolidated income statement, the consolidated and
company balance sheets, the consolidated cash flow
statement, the consolidated statement of recognised income
and expense and the related notes. These financial
statements have been prepared under the accounting
policies set out therein.
Respective responsibilities of directors
and auditors
The directors’ responsibilities for preparing the Annual
Report and Group financial statements in accordance with
applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union and for
preparing the parent company financial statements in
accordance with applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted
Accounting Practice) are set out in the statement of
directors’ responsibilities.
Our responsibility is to audit the financial statements in
accordance with relevant legal and regulatory requirements
and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial
statements give a true and fair view and have been properly
prepared in accordance with the Companies Act 1985 and
whether the information given in the directors’ report is
consistent with those financial statements. We also report to
you if, in our opinion, the company has not kept proper
accounting records, if we have not received all the
information and explanations we require for our audit, or if
information specified by law regarding directors’
remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report
and consider whether it is consistent with the audited
financial statements. The other information comprises only
the Report of the Directors, the Remuneration report, the
Chairman’s statement, the Chief Executive’s statement, the
Financial review and the Corporate governance statement.
We consider the implications for our report if we become
aware of any apparent misstatements or material
inconsistencies with the financial statements. Our
responsibilities do not extend to any other information.
Our report has been prepared pursuant to the requirements
of the Companies Act 1985 and for no other purpose. No
person is entitled to rely on this report unless such a person
is a person entitled to rely upon this report by virtue of and
for the purpose of the Companies Act 1985 or has been
expressly authorised to do so by our prior written consent.
Save as above, we do not accept responsibility for this report
to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability.
Basis of audit opinion
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) issued by the
Auditing Practices Board. An audit includes examination, on
a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an
assessment of the significant estimates and judgements
made by the directors in the preparation of the financial
statements, and of whether the accounting policies are
appropriate to the Group’s and company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the
information and explanations which we considered
necessary in order to provide us with sufficient evidence to
give reasonable assurance that the financial statements are
free from material misstatement, whether caused by fraud
or other irregularity or error . In forming our opinion we also
evaluated the overall adequacy of the presentation of
information in the financial statements.
Opinion
In our opinion:
> the Group financial statements give a true and fair view,
in accordance with IFRSs as adopted by the European
Union, of the state of the Group’s affairs as at
31 December 2007 and of its profit for the year then
ended;
> the parent company financial statements give a true and
fair view, in accordance with United Kingdom Generally
Accepted Accounting Practice, of the state of the parent
company’s affairs as at 31 December 2007;
> the financial statements have been properly prepared in
accordance with the Companies Act 1985; and
> the information given in the directors’ report is
consistent with the financial statements.
BDO Stoy Hayward LLP
Chartered Accountants
and Registered Auditors
London
11 March 2008
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Annual Report 2007 | Tikit Group plc www.tikit.com | Consolidated Financial Statements 27
Consolidated Financial Statements
Consolidated profit and loss account 28
Consolidated statement of total recognised gains and losses 29
Consolidated balance sheet 30
Consolidated cash flow statement 31
Notes forming part of the financial statements 32
> Contents
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Consolidated Income Statement for the year ended 31 December 2007
2007 2006
Note £’000 £’000
Revenue 3 26,426 23,517
Cost of sales (19,649) (17 ,479)
Gross profit 6,777 6,038
Total adminstrative expenses (3,431) (3,303)
Adjusted operating profit 3,577 2,862
Share-based charges (231) (127)
Operating profit 3,4 3,346 2,735
Finance income 6 54 67
Finance costs 7 (7) (10)
Profit before taxation 3,393 2,792
Tax expense 8 (1,019) (626)
Profit for the period attributable to equity
holders of the parent 21 2,374 2,166
Earnings per share 10
Basic earnings per share 18.6p 17 .3p
Diluted earnings per share 18.1p 16.3p
All amounts relate to continuing activities.
The notes on pages 32 to 62 form part of these financial statements.
Stock code : TIK 28
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Consolidated Statement of Recognised Income
and Expense for the year ended 31 December 2007
2007 2006
Note £’000 £’000
Equity element of deferred tax on share-based charges 3 (29)
Currency translation gains/losses 51 -
Net income recognised directly in equity 54 (29)
Profit for the year 2,374 2,166
Total recognised income and expense for the year 2,428 2,235
The notes on pages 32 to 62 form part of these financial statements.
29 Annual Report 2007 | Tikit Group plc
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Tikit Group plc | Annual Report 2007 | Consolidated Financial Statements 30 Stock code : TIK
Consolidated Balance Sheet at 31 December 2007
2007 2007 2006 2006
Note £’000 £’000 £’000 £’000
ASSETS
Non-current assets
Goodwill 11,12 5,733 5,464
Other intangible assets 11 179 31
Deferred tax asset 17 228 176
Property, plant and equipment 13 415 478
Total non-current assets 6,555 6,149
Current assets
Inventories 15 62 22
Trade and other receivables 16 9,533 7 ,079
Cash and cash equivalents 2,545 4,149
Total current assets 12,140 11,250
LIABILITIES
Current liabilities
Trade payables (4,196) (3,619)
Other tax liabilities (1,369) (1,504)
Corporation tax liability (555) (353)
Accruals and deferred income (3,619) (3,375)
Provisions 18 (680) (1,610)
Total current liabilities (10,419) (10,461)
TOTAL NET ASSETS 8,276 6,938
Capital and reserves attributable to
equity holders of the parent
Called up share capital 19,21 1,305 1,276
Shares to be issued 21 - 44
Share premium account 21 1,508 1,481
Merger reserve 21 903 1,264
Treasury share reserve 21 (629) (234)
EBT share reserve 21 (10) (10)
Capital redemption reserve 21 124 124
Translation reserve 21 51 -
Profit and loss account 21 5,024 2,993
TOTAL EQUITY 19,21 8,276 6,938
The financial statements were approved by the Board of directors and authorised for issue on 11 March 2008.
P Giuffredi
Director
The notes on pages 32 to 62 form part of these financial statements.
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Consolidated Cash Flow Statement for the year ended 31 December 2007
2007 2007 2006 2006
Note £’000 £’000 £’000 £’000
Profit for the financial period 2,374 2,166
Tax expense 1,019 626
Interest receivable (54) (67)
Interest payable 7 10
Share-based charges 231 127
Depreciation charges 253 220
Profit on fixed asset disposal (11) —
Amortisation of intangibles 29 —
Currency translation differences 51 —
Operating profit before changes in
working capital and provisions 3,899 3,082
(Increase)/decrease in inventories (40) 19
(Increase) in trade and other receivables (2,455) (540)
Increase in trade payables and
other current liabilities 684 1,049
Cash generated from operations 2,088 3,610
Taxation (868) (582)
Net generated from operating activities 1,220 3,028
Cash flows from investing activities
Purchase of property, plant and equipment (206) (240)
Proceeds on disposal of fixed assets 27 —
Purchase of other intangible assets (177) (31)
Deferred consideration paid in respect of the
acquisition of subsidiaries in 2004 & 2005 (1,578) (200)
Net cash used in investing activities (1,934) (471)
Cash flows from financing activities
Interest received 54 67
Interest paid (7) (10)
Dividends paid to equity shareholders (577) (376)
Proceeds from the exercise of share options 33 212
Purchase of ordinary shares for treasury (395) (626)
and cancellation
Net cash used in financing activities (892) (733)
Net (decrease)/increase in cash and cash equivalents (1,605) 1,824
Cash and cash equivalents at start of period 4,149 2,325
Cash and cash equivalents at end of period 2,545 4,149
The notes on pages 32 to 62 form part of these financial statements.
www.tikit.com | Consolidated Financial Statements Annual Report 2007 | Tikit Group plc 31
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Basis of accounting
The Group has previously prepared Group financial statements in accordance with UK Generally Accepted Accounting
Practice (“UK GAAP”). From 1 January 2007 the Group is required to prepare its consolidated financial statements under
International Financial Reporting Standards (“IFRSs”) as adopted by the European Union (“EU”). The Group’s date of
transition to IFRS is 1 January 2006 being the start of the previous period that has been presented as comparative
information.
(a) Standards, interpretations and amendments to published standards effective in 2007 but which are not relevant to
the Group
The following standards, amendments and interpretations to published standards are mandatory for accounting periods
beginning on or after 1 January 2007 but are currently not relevant to the Group’s operations:
— IFRIC 7 , Applying the restatement approach under IAS 29, Financial Reporting in hyperinflationary Economies (effective
for accounting periods beginning on or after 1 March 2006). IFRIC 7 provides guidance on the application of IAS 29
requirements in a reporting period in which entity identifies the existence of hyperinflation in the economy of its
functional currency, when the company was not hyperinflationary in the prior period. IFRIC 7 is not relevant to the Group
as none of the Group companies has a currency of a hyperinflationary economy as its functional currency.
(b) Standards, amendments and interpretations to published standards not yet effective
Certain new standards, amendments and interpretations to existing standards have been published that are mandatory
for the Group’s accounting periods beginning on or after 1 January 2008 or later periods and which the Group has
decided not to adopt early. These are:
— IAS 23, Borrowing Costs (revised) (effective for accounting periods beginning on or after 1 January 2009). The revised
IAS 23 is still to be endorsed by the EU. The main change from the previous version is the removal of the option of
immediately recognising as an expense borrowing costs that relate to qualifying assets, broadly being assets that take a
substantial period of time to get ready for use or sale. There is currently no impact of this revision on the financial
statements.
— IFRIC 12, Service Concession Arrangements (effective for accounting periods beginning on or after 1 January 2008).
IFRIC 12 is still to be endorsed by the EU. IFRIC 12 gives guidance on the accounting by operators for public-to-private
service concession arrangements. IFRIC 12 is not relevant to the Group’s operations due to absence of such
arrangements.
— IFRIC 13, Customer Loyalty Programmes (effective for accounting periods beginning on or after 1 July 2008). IFRIC 13 is
still to be endorsed by the EU. IFRIC 13 addresses sales transactions in which the entities grant their customers award
credits that, subject to meeting any further qualifying conditions, the customers can redeem in future for free or
discounted goods or services. IFRIC 13 is not relevant to the Group’s operations due to absence of such arrangements.
— IFRIC 14, IAS 19 — The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective
for accounting periods beginning on or after 1 January 2008). IFRIC 14 is still to be endorsed by the EU. IFRIC 14 clarifies
when refunds or reductions in future contributions should be regarded as available in accordance with paragraph 58 of
IAS 19, how a minimum funding requirement might affect the availability of reductions in future contributions and when a
minimum funding requirement might give rise to a liability. IFRIC 14 is not relevant to the Group’s operations due to
absence of such arrangements.
— Revised IFRS 3, Business Combinations and complementary Amendments to IAS 27 ,‘Consolidated and separate
financial statements (both effective for accounting periods beginning on or after 1 July 2009). This revised standard and
amendments to is still to be endorsed by the EU. The revised IFRS 3 and amendments to IAS 27 arise from a joint project
with the Financial Accounting Standards Board (FASB), the US standards setter , and result in IFRS being largely converged
with the related, recently issued, US requirements. There are certain very significant changes to the requirements of
IFRS, and options available, if accounting for business combinations. There is currently no impact of this revision on the
financial statements.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
Stock code : TIK 32 Tikit Group plc | Annual Report 2007 | Consolidated Financial Statements
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— Amendment to IFRS 2, Share-based payments: vesting conditions and cancellations (effective for accounting periods
beginning on or after 1 January 2009). This amendment is still to be endorsed by the EU. The Amendment to IFRS 2 is of
particular relevance to companies that operate employee shares save schemes. This is because it results in an immediate
acceleration of the IFRS 2 expense that would otherwise have been recognised in future periods should an employee
decide to stop contributing to the savings plan, as well as a potential revision to the fair value of the awards granted to
factor in the probability of employees withdrawing from such a plan. There is currently no impact of this revision on the
financial statements.
— Amendment to IAS 1, Presentation of financial statements (not yet effective). The amendment to IAS 1 will effect the
presentation of the information in the primary statements. The impact on the financial statements is not yet known.
(c) Standards, amendments and interpretations to published standards adopted early
— IFRS 8, Operating segments (effective for accounting periods beginning on or after 1 January 2009). This standard
replaces IAS 14 in respect of the disclosure of segmental information. The Group has elected to adopt the provisions of
this standard early in the financial statements.
The principal accounting policies are:
Basis of consolidation
The consolidated financial statements incorporate the results of Tikit Group plc and its subsidiary undertakings (together
referred to as the ‘Group’) for the year ended 31 December 2007 .
Business Combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of 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.
Goodwill arising on acquisition is recognised as an intangible asset and initially measured at cost, being in excess of the
cost of the business combination over the Group’s interest in the net fair value of identifiable assets, liabilities and
contingent liabilities recognised.
Where merger accounting was used prior to the date of transition, merged subsidiary undertakings are treated as if they
had always been a member of the Group. The results of such a subsidiary are included for the whole period in the year it
joins the Group. The corresponding figures for the previous year include its results for that period, the book value of the
assets and liabilities at the previous balance sheet date and the shares issued by the company as consideration as if they
had always been in issue. Any difference between the nominal value of the shares acquired by the company and those
issued by the company to acquire them taken to the merger reserve.
Business combinations that occurred before 1 January 2006, including those that were accounted for using the merger
method of accounting under UK accounting standards have not been restated.
Goodwill
Goodwill arising on an acquisition of a subsidiary undertaking, is the difference between the fair value of the
consideration paid and the fair value of the assets and liabilities acquired. In calculating goodwill, the total consideration,
both immediate and deferred, is taken into account. Where the deferred consideration is contingent and dependent upon
future trading performance, an estimate of the value of likely consideration payable is made. Where the estimate is later
amended it is reflected in the value of goodwill. Goodwill is initially recognised as an intangible 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 as profit or loss and is not
subsequently reversed.
33 www.tikit.com | Consolidated Financial Statements Annual Report 2007 | Tikit Group plc
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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. Any impairment loss
for goodwill is not reversed in a subsequent period.
On disposal of a subsidiary the attributable amount of goodwill is included in the determination of the profit or loss on
disposal.
Goodwill arising on 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.
Goodwill and Business Combinations (IFRS 3)
The Group has elected to take the exemption not to apply IFRS 3 retrospectively to business combinations occurring
prior to the date of transition to IFRS. Goodwill arising on such acquisitions has therefore been retained at its UK GAAP
carrying value of £4,510,000 at 1 January 2006. Under IFRS 3 this goodwill is subject to impairment reviews and is not
amortised.
Share-based payment
When shares and share options are granted to employees a charge is made to the income statement to record the fair
value of the awards at the date of grant in accordance with IFRS 2 “share-based payment”. This charge is spread over the
vesting period.
The charge in the profit and loss account assumes options will lapse in accordance with historical leaver rates. In addition,
some options are granted with non market performance conditions attached. The charge in the profit and loss account
takes into account whether these conditions have been met and the likelihood of future conditions being met. Any
change to the estimates made in prior years is reflected in the current year profit and loss account charge.
Research and development
An internally generated intangible asset arising from the Group’s development is recognised only if all the following
conditions are met:
> an asset is created that can be identified (such as software and new processes);
> it is probable that the asset created will generate future economic benefits; and
> the development cost of the asset can be measured reliably.
Internally generated intangible assets are amortised on a straight line basis over their useful lives. This is estimated to be
3 years. The amortisation charge is within total net operating expenses on the face of the profit and loss account.
Where no internally generated asset can be recognised, development expenditure is recognised as an expense in the
period in which it is incurred.
Revenue recognition
Revenue represents the amounts receivable, net of value added tax, on the provision of the Group’s software,
maintenance, consultancy and other services such as training. When a sale of the Group’s software is made to a
customer the price normally includes the provision of third party maintenance and support provided by the Group. The
support element is deferred and recognised over the period that the support is provided. This support and maintenance
revenue forms the major part of the Group’s managed services revenues.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
Stock code : TIK 34 Tikit Group plc | Annual Report 2007 | Consolidated Financial Statements
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The licence element of the sale and third party maintenance is recognised as income when the following conditions have
been satisfied:
1) The software has been provided to the customer in a form that enables the customer to utilise it.
2) There is a contractual relationship between the customer and the Group.
3) The ongoing obligations of the Group to the customer , aside from the support are minimal.
4) The amount payable by the customer is determinable and there is a reasonable expectation of payment.
Going forward any software subscription revenues will include a licence and a maintenance element.
Sales of hardware and consultancy are recognised at the point of delivery to the customer . The point of delivery in
respect of consultancy services are when the terms of the contract have been fulfilled by the Group.
Property, plant and equipment
All property, plant and equipment are shown at cost less subsequent depreciation and impairment. Cost includes
expenditure which is directly attributable to the acquisition of the items.
Subsequent costs are included in the assets carrying amount only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably.
Depreciation on assets is calculated to allocate cost of each asset to its residual value over its estimated useful life as
follows:
Leasehold improvements — over length of lease
Computer equipment — 33% per annum
Office equipment — 25% per annum
Inventories
Inventories are valued at the lower of cost and net realisable value. Cost of raw materials, consumables and goods
purchased for resale means actual purchase price, including transport and handling, and is determined using the FIFO
method. Net realisable value means estimated net selling price less further costs to completion.
Leased assets
Payments made in respect of operating leases are charged to the profit and loss account on a straight line basis over the
lease term. The Group has no finance leases or hire purchase contracts.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on the taxable profit for the year . Taxable profit differs from net profit as reported in
the income statement because it excludes items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from an initial recognition of goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting
profit.
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The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also dealt with in equity.
Retirement benefit costs
Contributions to the Group personal pension scheme are charged to the income statement in the period in which they
are incurred. The Group does not operate any defined benefit pension plans.
Foreign currency
Foreign currency transactions of individual companies are translated at the rates ruling when they occurred. Foreign
currency monetary assets and liabilities are translated at the rate of exchange ruling at the balance sheet date. Any
differences are taken to the profit and loss account.
The results of overseas operations and the balance sheets are translated into sterling at the closing rate of exchange
ruling on the balance sheet date. Exchange differences which arise from translation of the opening net assets of foreign
subsidiary undertakings are taken to the foreign currency translation reserve.
At the date of transition to IFRS 1 January 2006, the Group used the exemption available under IFRS 1, “First time
adoption of International Financial Reporting Standards”, which resulted in the cumulative translation differences for all
foreign operations were deemed to be zero at the date of transition to IFRS and the gain and loss on a subsequent
disposal of those foreign operations would exclude the differences that arose before the date of transition to IFRS and
include only later translation differences.
Segment reporting
A business segment is a group of assets and operations whose operating results are regularly revewied by the group’s
board and for which discrete financial information is available. A geographical business segment is engaged in providing
products or services within a particular economic environment that is subject to risks and returns that are different from
those of segments operating in other economic environments.
Financial instruments
Financial assets and liabilities are recognised on the Group’s balance sheet when the Group becomes party to the
contractual provisions of the instrument (see note 22).
> Trade receivables — Trade receivables do not carry any interest and are stated at their fair value, then subsequently at
amortised cost as reduced by appropriate allowances for estimated irrecoverable amounts.
> Trade payables — Trade payables are not interest bearing and are stated at their fair value and then subsequently at
amortised cost.
> Cash and cash equivalents — Cash and cash equivalents includes cash in hand, deposits held at call with banks, other
short-term highly liquid investments with original maturities of three months or less.
> Capital — Financial instruments issued by the Group are treated as equity if the holders have only a residual interest in
the assets of the Group after the deduction of all liabilities. The Group’s ordinary shares are classified as equity
instruments. For the purposes of the disclosures given in Note 22 the Group considers its capital to comprise its
ordinary share capital, share premium and accumulated retained earnings.
Dividends
Dividends are recorded in the Group’s financial statements in the period in which they are declared appropriately
authorised and no longer at the discretion of the company.
Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
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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 benefit trust
The balance sheet includes the assets and liabilities of the Employee Benefit Trust. Amounts paid and received by the
trust for transactions in the company’s own shares are reported directly in equity. Shares held by the EBT are treated as
cancelled for the purposes of calculating earnings per share.
Treasury Shares
Consideration paid or received for the purchase or sale of the company’s own shares for holding in treasury is taken
directly to equity. The difference between the cost of consideration received on the sales of treasury shares and the
weighted average cost of shares sold, is taken to the share premium account where consideration is greater than
purchase price.
All shares held in treasury are treated as cancelled for the purposes of calculating earnings per share.
2 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the Group’s accounting policies, which are described in note 1, management has made the
following judgements that have the most significant effect on the amounts recognised in the financial statements (apart
from those involving estimations, which are dealt with below).
Impairment of goodwill
Determining whether goodwill is impaired required an estimation of the value in use of the cash generating units to
which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows
expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. The
carrying amount of goodwill at the balance sheet date was £5.73m. No impairment adjustment has been made for the
year ended 31 December 2007 .
The discount factor would need to be increased to 18% (estimate of 12% used) for any potential impairment charge to be
recognised in the income statement.
Deferred tax on share options
The deferred tax asset on share option charges is affected by the difference between the grant price of the share options
and the market price of the companies shares at the accounting year end. If the market value of the shares at the date of
exercise were to be lower than the market value at the accounting year end the amount of tax relief obtained would be
less than anticipated in the deferred tax calculations.
Share-based charges
The Group has two types of equity-settled share-based remuneration schemes for employees. Employee services
received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments
at the date of grant, excluding the impact of any non-market vesting conditions. The fair value of share options is
estimated by using valuation models, such as Black–Scholes and binominal lattice, on the date of grant based on certain
assumptions. Those assumptions are described in note 20 and include, among others, the dividend growth rate, expected
volatility, expected life of the options and number of options expected to vest. More details including carrying values are
disclosed in note 20. The charge recognised in future periods in respect of these schemes will vary if changes are made
in respect of the estimates for the rate of lapse of the options.
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
2 Critical accounting judgements and key sources of estimation uncertainty (continued)
Useful lives of intangible assets and property
Intangible assets and property, plant and equipment are amortised or depreciated over their useful lives. Useful lives are
based on the management’s estimates of the period that the assets will generate revenue, which are periodically
reviewed for continued appropriateness. Changes to estimates can result in significant variations in the carrying value
and amounts charged to the consolidated income statement in specific periods. More details including carrying values
are included in notes 11 and 13.
3 Segment Information
The company has adopted IFRS 8 Operating Segments in preparing these financial statements.
The primary segment reporting format is determined to be business segments as the Group’s risks and rates of return
are affected predominantly by the differences in the products and services provided.
Certain operating costs are classified differently in the company’s internal reporting from the group consolidated
accounts.
The main examples of this are the costs of the sales force, marketing costs and senior management which are classified
as cost of sales in the consolidated financial statements but treated as an operating overhead expense in the
management accounts.
The table below reports profitability on a segmental basis down to gross margin which is internally reported as gross
profit before the deduction of sales, marketing and senior management costs.
The costs of the sales force, marketing and senior management are not allocated to segments internally so have been
left as an unallocated expense along with the net operating expenses shown on the face of the consolidated income
statement.
All the segments are focused on providing software and services to law firms and accountancy practices.
The consultancy segment provides business and technical services in relation to the implementation of IT solutions.
The managed services segment provides application and infrastructure support services.
The software segment provides application and infrastructure software.
The hardware segment provides hardware and peripherals. Hardware is not a focus for the group but is sometimes sold
as part of an IT infrastructure solution.
2007 Managed
Consultancy Services Software Hardware Total
£’000 £’000 £’000 £’000 £’000
Segment revenue 7,932 9,628 8,117 749 26,426
Segment gross margin 2,446 3,764 2,884 175 9,269
Unallocated expenses (2,492)
Gross profit 6,777
Total administrative expenses (3,431)
Finance income 54
Finance costs (7)
Profit before taxation 3,393
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3 Segment Information (continued)
2006 Managed
Consultancy Services Software Hardware Total
£’000 £’000 £’000 £’000 £’000
Segment revenue 7 ,334 7 ,845 7 ,532 806 23,517
Segment gross margin 2,104 3,7 46 2,812 113 8,775
Unallocated expenses (2,737)
Gross profit 6,038
Total administrative expenses (3,303)
Finance income 67
Finance costs (10)
Profit before taxation 2,792
Unallocated expenses include the following:
2007 2006
£’000 £’000
Share-based charges 231 127
Depreciation 253 220
Amortisation 29 —
The assets and liabilities of the Group cannot be allocated to the above segments. For internal reporting purposes
balance sheets are not split into segments.
Revenue by destination is as follows:
2007 2006
£’000 £’000
United Kingdom 20,858 18,463
Continental Europe 4,591 4,113
Rest of the World 976 941
26,426 23,517
Revenue, net profit and net assets are attributable to the principal activity of the Group and derive from operations
located in the UK, France and Spain as follows:
Revenue Pre-tax profit Net assets
2007 2006 2007 2006 2007 2006
£’000 £’000 £’000 £’000 £’000 £’000
UK 23,251 20,694 3,369 2,520 7,904 6,634
Europe 3,175 2,823 24 272 372 304
26,426 23,517 3,393 2,792 8,276 6,938
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
4 Operating profit
2007 2006
£’000 £’000
This is arrived at after charging/(crediting):
Depreciation 253 220
Amortisation of intangible fixed assets 29 —
Share-based charges (equity settled) 231 127
Research and development costs 289 254
Operating leases — rent of buildings 194 193
— motor leases 29 45
Profit on disposal of property, plant and equipment (11) —
(Decrease)/increase in credit note provision (12) 26
Auditors’ remuneration — fees payable to the company’s auditor for the
audit of the company’s annual accounts 39 26
— fees payable to the company’s auditor and its
associates for other services:
— audit of the company’s subsidiaries 26 46
— tax services 12 18
— other services 10 7
5 Directors and employees
Staff costs for all employees, including executive directors consist of:
2007 2006
£’000 £’000
Wages and salaries 7,857 7 ,625
Social security costs 1,136 1,085
Pension costs 224 205
share-based charges 231 127
9,448 9,042
The Group operates defined contribution pension schemes. The assets of these schemes are held separately from the
Group. The pension cost is shown above.
The average number of employees of the Group during the year , including executive directors, was as follows:
2007 2006
£’000 £’000
Services 149 146
Sales 20 20
Administration 27 24
195 190
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5 Directors and employees (continued)
During the year key management consisted of 12 managers (including directors) (2006: 12). Key management is defined as
directors of Tikit Group plc and the principal operating company Tikit Limited.
2007 2006
£’000 £’000
The remuneration of key management of the Group
(including directors) is set out below:
Emoluments 1,081 1,106
Pension costs — amounts paid to defined contribution scheme 67 51
Gains on exercise of share options — 198
Share-based charges 147 101
1,295 1,460
2007 2006
£’000 £’000
The remuneration of directors of Tikit Group Plc is set out below:
Directors’ emoluments 352 415
Pension costs — amounts paid to defined contribution scheme 19 13
Gains on exercise of share options — 198
Share-based charges 17 37
388 663
During the year the Group had 5 (2006: 5) directors, including Non-Executive directors, providing services to the Group.
During the year 3 directors (2006: 3) participated in a defined contribution pension scheme. During the year none of the
directors (2006: 1) exercised share options.
Emoluments of the highest paid director:
Emoluments 142 154
Pension costs — amounts paid to defined contribution scheme 14 8
Gains on exercise of share options — 198
156 360
Directors’ emoluments are detailed, by director , in the Remuneration report.
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
5 Directors and employees (continued)
The share options of the directors under The Tikit Long Term Incentive Plan (LTIP) are set out below:
31 December 31 December Exercise Earliest date
2007 2006 price of exercise
Number Number
D Lumsden 40,000 — 1p 1 January 2010
P Giuffredi 10,000 — 1p 1 January 2010
The above unexercised options were granted on 26 June 2007 and will vest following achievement of a minimum basic
earnings per share in the three year period from 1 January 2007 to 31 December 2009. The options expire on 26 June
2017 . This scheme was approved at the AGM on 3 May 2007 .
The share options of the directors under The Tikit Group EMI Share Option Scheme are set out below:
31 December 31 December Exercise Earliest date
2007 2006 price of exercise
Number Number
P Giuffredi 100,000 100,000 187 .5p 1 August 2008
The above unexercised options were granted on 1 August 2005 and following achievement of a minimum basic earnings
per share in the subsequent three year period. The options expire on 1 August 2015.
No options lapsed during the year . The market price of the shares at 31 December 2007 was 263.5p and the range during
the financial year was 256.5p to 341.0p.
£16,731 (2006: £36,505) of the Group’s share option charges were in respect of options granted to Directors.
6 Finance Income
2007 2006
£’000 £’000
Bank interest received 54 67
7 Finance Costs
2007 2006
£’000 £’000
Bank charges 7 10
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8 Taxation on profit
(a) Analysis of charge in year
2007 2007 2006 2006
£’000 £’000 £’000 £’000
Current tax
UK corporation tax on profits
for the year 1,011 603
Adjustments in respect of previous periods 57 (1)
Total current tax 1,068 602
Deferred tax
Adjustments in respect of previous periods (27) (37)
Origination and reversal of temporary differences 38 —
Depreciation in excess of capital allowances (11) —
Utilisation of tax losses — 60
Short-term temporary differences on share option charges (94) 1
Short-term temporary differences on software development 45 —
Total deferred tax (note 17) (49) 24
Tax income tax expense 1,019 626
(b) Factors affecting tax charge for the year
The tax assessed for the year differs from that obtained by applying the standard rate of corporation tax in the UK (30%).
The differences are explained below:
2007 2006
£’000 £’000
Profit on ordinary activities before tax 3,393 2,792
Profit on ordinary activities multiplied by standard rate
of UK corporation tax of 30% (2006: 30%) 1,018 834
Effects of:
Expenses not deductible for tax purposes 87 60
Exercised share options (27) (190)
Difference between capital allowances for period and depreciation 15 (5)
Utilisation of tax losses — (95)
Movements on provisions (44) —
Tax rate differences 1 (1)
Adjustments in respect of previous periods 19 (1)
Deferred tax movements (49) 24
Total tax expense (note 8(a)) 1,019 626
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
9 Dividends
2007 2006
£’000 £’000
Interim paid of 1.75p (2006: 1.25p) per share 224 157
Final paid of 2.75p (2006: 1.75p) per share relating to the previous year’s results 353 219
577 376
The directors are recommending a proposed final dividend of £416,000 (3.25p per share) for the year .
10 Earnings per share
The calculation of earnings per ordinary share is based on profit after tax and the weighted average number of ordinary
shares in issue during the year .
The weighted average number of ordinary shares used in the calculation of earnings per share is as follows:
2007 2006
£’000 £’000
Weighted average ordinary shares in issue during the year 12,781 12,537
Potentially dilutive share options under the Group’s share option schemes 385 405
Deferred consideration to be satisfied in shares — 340
Weighted average ordinary shares for diluted earnings per share 13,166 13,282
An adjusted earnings per share has also been calculated in addition to the basic earnings per share and is based on
earnings adjusted to eliminate the effects of share option charges. It has been calculated to allow shareholders to gain a
clearer understanding of the trading performance of the Group. Normalising tax means restating the prior year earnings
as if the effective rate of tax was 30% (the effective rate for the year ended 31 December 2007).
2007 2007 2007 2006 2006 2006
Basic Diluted Basic Diluted
pence pence pence pence
per per per per
£’000 share share £’000 share share
Basic earnings:
Profit after tax 2,374 18.6 18.1 2,166 17 .3 16.3
Adjustments:
Share option charges 231 1.8 1.8 127 1.0 1.0
Deferred tax on share option charges (34) (0.3) (0.3) 1 0.0 0.0
Adjusted earnings 2,571 20.1 19.6 2,294 18.3 17 .3
Adjustment for normalised tax @ 30% ——— (212) (1.7) (1.6)
Adjusted earnings 2,571 20.1 19.6 2,082 16.6 15.7
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11 Intangible assets
Development
Goodwill Costs Total
£’000 £’000 £’000
Balance at 1 January 2006 4,501 — 4,501
Adjustment to deferred consideration 954 — 954
Additions — internally developed — 31 31
Balance at 31 December 2006 5,464 31 5,495
Balance at 1 January 2007 5,464 31 5,495
Adjustment to deferred consideration 269 — 269
Additions — internally developed — 177 177
Balance at 31 December 2007 5,733 208 5,941
Accumulated amortisation
Balance at 1 January 2006 ———
Balance at 31 December 2006 ———
Balance at 1 January 2007 ———
Amortisation charge for the year — 29 29
Balance at 31 December 2007 — 29 29
Net book value
At 1 January 2006 4,510 — 4,510
At 31 December 2006 5,464 31 5,495
At 31 December 2007 5,733 179 5,912
The adjustments to deferred contingent consideration relates to the increase in cash and shares due to the vendors of
LECsoft SAS and Shamrock Marketing Limited under the earn-out arrangements.
The development costs asset relates to the capitalised software development.
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
12 Goodwill and impairment
Details of goodwill allocated to cash generating units (CGUs) for which the amount of goodwill so allocated is significant
in comparison to total goodwill is as follows:
Goodwill
Carrying Amount
2007 2006
£’000 £’000
Shamrock Marketing Limited 1,337 1,075
LECsoft SAS (France)/Tikit Solutions (Spain) 1,550 1,552
Tikit Limited/unallocated 2,846 2,837
5,733 5,464
It has only been possible to separately identify Shamrock Marketing Limited and the operations in France (LECsoft SAS)
and Spain (Tikit Solutions SL) as separately identifiable cash generating units. The other acquisitions made by the Group
(see note 14) have had their trade and assets transferred into Tikit Limited and fully integrated in such a way that it is not
possible to identify cash flows that arise from them separately from Tikit Limited.
Our operations in France and Spain are managed by a single management team and the earn out consideration (and
goodwill) was calculated by reference to the combined operations. For this reason the future cash flows of the combined
operations of France and Spain are used in the calculations of the recoverable amount.
The recoverable amounts of all the above CGUs have been determined from value in use calculations based on cash flow
projections from formally approved budgets for 2008 and estimates for subsequent years. The profit growth estimates
for future years are 15% growth on 2008. This assumption is well below the average annual profit growth of the Group of
over 30% over the last 5 years. Annual cash flows have been used for 2008 through 2012. Thereafter cash flows have
been estimated using the 2012 cash flow discounted in perpetuity.
Shamrock LECsoft/ Tikit
Marketing Tikit Spain Limited
%%%
Discount rate 12 12 12
Profit growth rate 15 15 15
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13 Property, plant and equipment
Leasehold Computer Office
improvements equipment equipment Total
£’000 £’000 £’000 £’000
Cost
At 1 January 2006 121 1,159 488 1,768
Additions 15 215 10 240
At 31 December 2006 136 1,37 4 498 2,008
At 1 January 2007 136 1,37 4 498 2,008
Additions 11 193 2 206
Disposals — (34) — (34)
At 31 December 2007 146 1,533 500 2,180
Depreciation
At 1 January 2006 42 881 387 1,310
Provision for year 21 168 31 220
At 31 December 2006 63 1,049 418 1,530
At 1 January 2007 63 1,049 418 1,530
Provision for year 23 199 31 253
Disposals — (18) — (18)
At 31 December 2007 86 1,230 449 1,765
Net book value
At 1 January 2006 79 278 101 458
At 31 December 2006 73 325 80 478
At 31 December 2007 60 303 51 415
14 Principal Subsidiaries
Subsidiary undertakings
The following were subsidiary undertakings at the end of the year and have all been included in the consolidated financial
statements:
Proportion of
voting rights
Country of and ordinary
Name incorporation share capital held Nature of business
Tikit Limited UK 100% IT services and software
Aurra Consulting Limited UK 100% Non-trading
Granite & Comfrey Limited UK 100% Non-trading
Tikit NIS Limited UK 100% Non-trading
Lecsoft SAS France 100% IT services and software
Tikit Solutions SL Spain 100% IT services and software
Shamrock Marketing Limited UK 100% Marketing data services
All subsidiaries are directly held by Tikit Group plc.
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
15 Inventories
2007 2006
£’000 £’000
Consumables 62 22
62 22
There is no material difference between the replacement cost of inventories and the amounts stated above.
16 Trade and other receivables
2007 2006
£’000 £’000
Trade receivables 9,006 6,583
Prepayments and accrued income 527 496
9,533 7 ,079
17 Deferred tax asset
Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to
deferred tax assets because it is probable that these assets will be recovered.
The movement on the deferred tax account is as shown below:
2007 2006
£’000 £’000
1st January (176) (229)
Profit and loss charge/(credit) (49) 24
Taken to equity:
Share option scheme (3) 29
At 31st December (228) (176)
Details of the deferred tax liability, amounts charged/(credited) to the consolidated income statement and amounts
charged/(credited) to reserves are as follows:
Charged/ Charged/
(credited) (credited)
Asset To income To reserves
2007 2007 2007
£’000 £’000 £’000
Depreciation in excess of capital allowances 48 (10) —
Short-term temporary differences on share option charges 233 (92) (3)
Short-term temporary differences on software
development capitalisation and amortisation (53) 53 —
228 (49) (3)
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17 Deferred tax asset (continued)
Charged/ Charged/
(credited) (credited)
Asset To income To reserves
2006 2006 2006
£’000 £’000 £’000
Depreciation in excess of capital allowances 38 (37) —
Tax losses — 60 —
Short-term temporary differences on share option charges 138 1 29
176 24 29
18 Provision for deferred contingent consideration
Amount to be satisfied in:
Cash Shares Total
£’000 £’000 £’000
At 1 January 2007 1,438 172 1,610
Adjustment to deferred contingent consideration 140 — 140
Amounts paid (1,578) — (1,578)
Amounts transferred to cash 680 (172) 508
At 31 December 2007 680 — 680
In respect of Shamrock Marketing Limited, the amounts payable are contingent on it achieving certain performance
criteria in the period to 31 August 2007 up to a maximum of £800,000. The amounts are to be settled in cash, as agreed
with the vendors, and the balance was paid in early 2008.
In respect of Lecsoft SAS, the amounts payable were contingent on it achieving certain performance criteria in the period
to 31 December 2006, up to a maximum of £1,273,000.
The amounts are to be settled by cash and shares, in the relative proportions agreed with the vendors. Provisions for
liabilities include the directors’ current estimate of the amounts which will become payable. The final amounts for Lecsoft
SAS were settled in February 2007 .
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
19 Share capital
2007 2007 2006 2006
Number £’000 Number £’000
Authorised
Ordinary shares of 10p each 19,490,000 1,949 19,490,000 1,949
Preference shares of £1 each 51,000 51 51,000 51
Allotted, called up and fully paid
Ordinary shares of 10p each 13,053,843 1,305 12,763,318 1,276
Preference shares of £1 each
(included in creditors from 2006) 1,000 1 1,000 1
2007 2007 2006 2006
Number £’000 Number £’000
Issued and fully paid
Ordinary shares of 10p each
At beginning of the year 12,763,318 1,276 12,769,434 1,277
Employee share options exercised 39,066 4 197 ,419 19
Shares issued for deferred consideration 251,459 25 ——
Purchase of own shares for cancellation —— (203,535) (20)
At end of year 13,053,843 1,305 12,763,318 1,276
During the year 39,066 shares were issued as a result of the exercise of share options.
On 5 April 2007 251,459 shares were issued as deferred consideration arising from the acquisition of Lecsoft SAS
in 2004.
The table below shows the shares held by the company.
2007 2006
Number Number
Ordinary shares held by EBT 13,456 13,456
Treasury shares held by the company 250,000 100,000
Shares were purchased into treasury to cover the potential requirements of an LTIP which was approved at the 2007
AGM. The shares held in treasury account for 1.92% of ordinary shares in issue at the year end (2006: 0.78%)
Preference shares
There are 1,000 £1 preference shares which were issued at par . These have been included in other financial liabilities.
The holders of the preference shares have the right to receive a fixed cumulative dividend of 5% per annum calculated
on the amount paid up.
The company will redeem any unredeemed preference shares on 31 December 2010.
The shares are redeemable at par and carry no voting rights. They rank in priority to the ordinary shares for repayment
in the event of the company being wound up.
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20 Share options
The Group operates an Inland Revenue Approved Company Share Option Plan (CSOP), an Enterprise Management
Incentive Scheme (EMI), an Unapproved share options plan (Unapproved) and an Executive Long Term Incentive
Plan (LTIP).
The CSOP is an HM Revenue and Customs approved discretionary employee share option scheme. There is a three year
vesting period and no performance conditions attached to the grants.
The EMI is an HM Revenue and Customs approved discretionary director and employee share option scheme. There is a
three year vesting period. Performance conditions are attached to the grants to directors and key management. No
performance conditions are attached to the grants to employees.
The Unapproved scheme exists for grants to directors and key management where the value of the options granted is in
excess of the EMI scheme limit of £100,000 per individual. Performance conditions and vesting periods are the same as
for the EMI scheme.
The LTIP scheme exists for grants to directors and key management. The scheme was approved at the 2007 AGM. The
vesting period is three years. Performance conditions relate to the Group’s EPS for the three years ended 2009. For
options to partially vest EPS growth over 2006 must be at least 10% per annum. In order for all the options to vest EPS
growth must be not less than 20% per annum.
A reconciliation of the option movements for each of the above schemes over the year to 31 December 2007 are as
follows:
2007 2007 2006 2006
Weighted Weighted
Average Average
Inland Revenue Approved Exercise Exercise
Company Share Option Plan: Number Price (£) Number Price (£)
Outstanding at beginning of the year 91,038 1.10 165,684 0.81
Granted during the year 5,381 2.53 26,714 1.98
Forfeited during the year (15,228) 1.43 (3,941) 0.95
Exercised during the year (37,699) 0.81 (97 ,419) 0.80
Outstanding at end of year 43,482 1.41 91,038 1.10
Exercisable at end of year 19,091 0.86 64,799 0.83
The weighted average share price at the date of exercise for the options exercised was £3.16 (2006: £2.10). The total
charge for the year relating to the scheme was £5,629 (2006: £6,230) and was taken to the income statement.
2007 2007 2006 2006
Weighted Weighted
Average Average
Enterprise Management Exercise Exercise
Incentive Scheme: Number Price (£) Number Price (£)
Outstanding at beginning of the year 367 ,531 1.28 704,526 0.90
Granted during the year 80,230 2.58 40,000 1.68
Forfeited during the year (18,389) 1.53 (76,994) 1.38
Exercised during the year (1,467) 1.50 (300,000) 0.45
Outstanding at end of year 427 ,905 1.51 367 ,531 1.28
Exercisable at end of year ——— —
The weighted average share price at the date of exercise for the options exercised was £3.17 (2006: £2.13). The total
charge for the year relating to the scheme was £77 ,819 (2006: £86,454).
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Tikit Group plc | Annual Report 2007 | Consolidated Financial Statements 52 Stock code : TIK
Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
20 Share options (continued)
2007 2007 2006 2006
Weighted Weighted
Average Average
Exercise Exercise
Unapproved option plan: Number Price (£) Number Price (£)
Outstanding at beginning of the year 180,209 1.48 246,000 1.45
Granted during the year 44,770 1.88 ——
Forfeited during the year —— (65,791) 1.35
Exercised during the year —— ——
Outstanding at end of year 224,799 1.56 180,209 1.48
Exercisable at end of year —— ——
The total charge for the year relating to the scheme was £58,681 (2006: £33,821).
2007 2007 2006 2006
Weighted Weighted
Average Average
Executive Long Term Exercise Exercise
Incentive plan: Number Price (£) Number Price (£)
Outstanding at beginning of the year —— ——
Granted during the year 215,000 0.01 ——
Forfeited during the year —— ——
Exercised during the year —— ——
Outstanding at end of year 215,000 0.01 ——
Exercisable at end of year —— ——
The total charge for the year relating to the scheme was £88,394 (2006: £nil).
For share options granted during the period, the weighted average fair value of the options was 70.7p (2006: 52.3p) and
the weighted average share price at grant date was 291.7p (2006: 176.3p).
The following information is relevant in the determination of the fair value of the options granted during the current and
prior year:
2007 2006
£’000 £’000
Option Pricing Model Binomial Binomial
Expected volatility 30% 28%
Expected dividend growth rate 1.5% 1.5%
Risk-free rate 4.6% 4.6%
Vesting period 3 years 3 years
Option life 10 years 10 years
Expected life 3 years 3 years
The volatility assumption is based upon a statistical analysis of daily share prices over the past three years.
The Group did not enter into any share-based payment transactions with parties other than employees during the
current or previous period.
The expected life of options is based on historical data and is not necessarily indicative of exercise patterns that
may occur .
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21 Reconciliation of movement in share capital and reserves
Capital
Ordinary Treasury Shares Share Redemp- Trans- Profit EBT
capital share to be premium Merger tion lation and loss share
share reserve issued account Reserve Reserve Reserve account reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2007 1,276 (234) 44 1,481 1,264 124 — 2,993 (10) 6,938
Changes in equity
for 2007
Shares purchased into
treasury — (395) —— —— —— — (395)
Exercise of share options
(note 19) 4—— 27 —— —— — 31
Dividends paid —— —— —— — (577) — (577)
Deferred consideration —
shares issued 25 — (25) —— —— —— —
Deferred consideration —
amounts transferred to cash—— (19) — (361) —— —— (380)
Credit in respect of share
option charges —— —— —— — 231 — 231
Changes in Equity 29 (395) (44) 27 (361) —— (346) (1,090)
Equity element of deferred
tax on share-based charges—— —— —— — 3 — 3
Currency translation
gains/losses —— —— —— 51 —— 51
Net Income recognised
directly in equity —— —— —— 51 3— 54
Profit for the year —— —— —— — 2,37 4 — 2,37 4
Balance at
31 December 2007 1,305 (629) — 1,508 903 124 51 5,024 (10) 8,276
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Capital
Ordinary Treasury Shares Share Redemp- Trans- Profit EBT
capital share to be premium Merger tion lation and loss share
share reserve issued account Reserve Reserve Reserve account reserve Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2006 1,277 — 33 1,308 1,075 104 — 1,629 (162) 5,264
Changes in equity
for 2006
Shares cancelled after
buy backs (20) —— —— 20 — (392) — (392)
Shares purchased into
treasury — (234) —— —— —— — (234)
Exercise of share options
(note 19) 19 —— 173 —— — (132) 152 212
Dividends paid —— —— —— — (376) — (376)
Deferred consideration —— 11 — 189 —— —— 200
Credit in respect of share
option charges —— —— —— — 127 — 127
Changes in Equity (1) (234) 11 173 189 20 — (773) 152 (463)
Equity element of deferred
tax on share-based charges—— —— —— — (29) — (29)
Net Income recognised
directly in equity —— —— —— — (29) — (29)
Profit for the year —— —— —— — 2,166 — 2,166
Balance at
31 December 2006 1,276 (234) 44 1,481 1,264 124 — 2,993 (10) 6,938
Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
Stock code : TIK 54 Tikit Group plc | Annual Report 2007 | Consolidated Financial Statements
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The following describes the nature and purpose of each reserve within owners’ equity
Reserve Description and Purpose
Share capital Amount subscribed for share capital at nominal value
Treasury share Amount paid for shares held in treasury
Shares to be issued Amount provided for shares to be issued as deferred consideration
Share premium Amount subscribed for share capital in excess of nominal value
Merger Represents:
> the premium on shares issues where the company has taken advantage of the merger relief
provisions under section 131 of the Companies Act 1985 on the acquisition of subsidiaries; and
>
the difference between the nominal value of the acquired shares and those issued to acquire
them, when accounting for subsidiary undertakings using merger accounting.
Capital redemption Amounts transferred from share capital on redemption of issued shares
Translation Gains/losses arising on retranslating the net assets of overseas operations into sterling
Profit and loss Cumulative net gains and losses recognised in the consolidated income statement.
EBT share Amount paid for shares held by employee benefit trust
The deferred contingent consideration increase in the year of £795,000 relates to the change in the cash consideration
due to the previous shareholders of Shamrock Marketing Limited.
EBT share reserve
The employee benefit trust (EBT) was established on 26 September 2002 in order to provide for the future obligations of
the company for shares awarded under its share option schemes. Under the scheme the trustees purchase the
company’s ordinary shares using funds supplied under a loan agreement with the company.
Shares held in Trust
Cost
Number £’000
Cost
At 1 January 2007 13,456 10
At 31 December 2007 13,456 10
Market value at 31 December 2007 35
Market value at 31 December 2006 35
At 31 December 2007 , £148,000 (2006: £148,000) had been loaned by the company to the EBT to finance the purchase
of ordinary shares. The balance of cash held by the Trust, £80,000 (2006: £80,000), is included in the balance sheet as
cash at bank and in hand. None of the above shares have vested unconditionally to employees.
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Tikit Group plc | Annual Report 2007 | Consolidated Financial Statements 56 Stock code : TIK
Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
22 Financial instruments
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.
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.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
> trade receivables
> cash and cash equivalents
> trade payables
All financial assets are designated as loans and receivables and all financial assets are measured at amortised cost.
Financial liabilities
measured at
Loans and receivables amortised cost
2007 2006 2007 2006
£’000 £’000 £’000 £’000
Current financial assets
Trade receivables 9,006 6,583 — —
Cash and cash equivalents 2,545 4,149 — —
Current financial liabilities
Trade payables — — 4,196 3,619
Total 11,551 10,732 4,196 3,619
General objectives, policies and procedures
The Board has overall responsibility for the determination of the Group’s risk management objectives and policies 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 Director .
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 arises principally from the Group’s trade receivables.
The Group almost exclusively sells to firms of lawyers and accountants which are traditionally structured as partnerships.
For this reason the Group does not credit check customers before it enters into business with them. However ,
insolvencies of law firms and accountants are incredibly rare and the Group has never suffered a bad debt from one of
these types of customers.
The Group has no significant exposure to large or key customers with the largest customer not exceeding 5% of Group
revenues. The maximum exposure to credit risk is the trade receivable balance at the year end.
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Annual Report 2007 | Tikit Group plc www.tikit.com | Consolidated Financial Statements 57
22 Financial instruments (continued)
The Board receives a monthly report detailing all customer accounts where the debt is more than 60 days old. This is
analysed into accounts on contractually agreed terms beyond 60 days and overdue accounts. Where the customer has
commercial issues with the product or service invoiced the overdue accounts are allocated to the appropriate member of
the senior management team on the face of the report for resolution. The circumstances of the individual customer and
issues relating to the products supplied and the work being undertaken for them are discussed at board meetings.
Not yet due Overdue Total
£’000 £’000 £’000
Trade receivables at 31 December 2007 8,238 768 9,006
Trade receivables at 31 December 2006 5,925 658 6,583
Where overdue accounts are still unpaid 6 months or more after invoice date the amount is provided for as a credit note
provision in the accounts. At 31 December 2007 the amount provided was £159,000 (2006: £171,000). These provisions
are released if the amounts due are subsequently collected or a credit note is issued to the customer .
The movements on the credit note provision during the year are summarised below:
2007 2006
£’000 £’000
At 1 January 171 145
Increase in provisions 90 161
Recovered amounts reversed (102) (135)
At 31 December 159 171
Liquidity Risk
Liquidity risk arises from the Group’s management of working capital. It is the risk that the Group will encounter difficulty
in meeting its financial obligations as they fall due.
The Group’s policy as regards liquidity is to ensure sufficient cash resources are maintained to meet short-term liabilities.
All financial liabilities at the year end are due within 180 days.
The Group has no bank borrowings.
The only significant financial asset the Group has is cash at bank. Cash is held either on current or on short-term deposits
at floating rates of interest determined by the relevant bank’s prevailing base rate. Part of the cash at bank is held in Euro
and US dollar accounts.
Currency Risk
The Group’s policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency
with cash generated from their own operations in that currency.
The Group is exposed to currency risk on purchases made from a number of suppliers based in the USA. The Group also
sells to some customers based in the USA and the US dollar denominated receivables act as a partial hedge against US
dollar denominated payables. The directors consider the appropriateness of the use of currency derivatives to hedge
foreign exchange risk where when they deem such risk to be material to the group’s operations. No material forward
exchange contracts were entered into in either the current or comparative period. From the beginning of 2008 the
largest supplier invoicing the Group in US dollars has agreed to invoice us in pounds sterling. The remaining US dollar
exposure on suppliers should be covered by US dollar receivables going forward as a natural hedge. It is therefore likely
that the use of forward contracts will significantly decline going forward.
The table below shows the Group’s currency exposures that give rise to the net currency gains and losses recognised in
the profit and loss account. Such exposures comprise the financial assets and financial liabilities of the Group that are not
denominated in the operating (‘functional’) currency of the operating unit involved.
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Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
22 Financial instruments (continued)
As at 31 December 2007 , these exposures were as follows:
Net foreign currency financial assets/(liabilities)
Financial assets Financial liabilities
2007 2006 2007 2006
£’000 £’000 £’000 £’000
US dollar 531 186 (1,820) (1,015)
Euro 532 456 (85) (39)
Australian dollars 54 25 — —
At 31 December 1,117 667 (1,905) (1,054)
The foreign currency exposures disclosed above arise in Tikit Limited and Shamrock Marketing Limited only. The Group’s
French and Spanish subsidiaries functional currency is euros and they have no significant exposure to other currencies.
If the exchange rate on uncovered exposures were to move significantly between the year end and date of payment or
receipt there could be an impact on the Group’s gross profit. As all financial assets and liabilities are short-term in nature,
this risk is not considered to be material.
Capital
As described in note 1, the Group considers it capital to comprise its ordinary share capital, share premium and
accumulated retained earnings. In managing its capital, the Group’s primary objective is to ensure its continued ability to
provide a consistent return for its equity shareholders through a combination of capital growth and distributions. The
group has historically considered equity funding as the most appropriate form of capital for the group but keeps this
under review bearing in mind the risks, costs and benefits to equity shareholders of introducing debt finance.
23 Related party transactions
Mr D Sturdy is a director of Granite & Comfrey Limited and owns premises in Yorkshire which are leased to a Group
company. During the year £6,700 (2006: £6,700) was charged in respect of the lease. At 31 December 2007 £3,167
(2007: £3,167) was outstanding.
The Group finances employees’, including directors’, train travel costs by way of short-term interest free loans. The
balances outstanding to/from directors at 31 December were:
2007 2006
£’000 £’000
Owed to/(from) the company:
D Lumsden 2 2
£’000
The maximum amounts outstanding during the year were:
D Lumsden 4
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Annual Report 2007 | Tikit Group plc www.tikit.com | Consolidated Financial Statements 59
24 Operating lease arrangements
The Group leases a number of its premises under operating leases.
The total minimum lease payments under non cancellable operating leases, broken down by amounts payable is as
follows:
2007 2006
£’000 £’000
Not later than 1 year 194 193
Between 2 and 5 years 259 328
Later than 5 years — —
The Group also leases certain motor vehicles whose total future minimum lease rentals are as follows:
2007 2006
£’000 £’000
Not later than 1 year 29 35
Between 2 and 5 years 50 —
Later than 5 years — —
25 First Time Adoption of IFRS
In implementing the transition to IFRS, the Group has followed the requirements of IFRS1 “First Time Adoption of
International Financial Reporting Standards”, which in general requires IFRS accounting policies to be applied fully
retrospectively in deriving the opening balance sheet at the date of transition. IFRS 1 contains certain exceptions to this
principle of retrospective application. Where the Group has taken advantage of the exemptions they are noted below. The
adoption of IFRS represents an accounting change only and does not affect the operations or cash flows of the Group.
The principle areas of impact are described below.
Goodwill and Business Combinations (IFRS 3)
The Group has elected to take the exemption not to apply IFRS 3 retrospectively to business combinations occurring
prior to the date of transition to IFRS. Goodwill arising on such acquisitions has therefore been retained at its UK GAAP
carrying value of £4,510,000 at 1 January 2006. Under IFRS 3 this goodwill is subject to impairment reviews and is not
amortised.
Intangible Assets — capitalisation of development costs (IAS 38)
The Group capitalises development costs only when the following conditions are met:
> An asset is created that is clearly identified.
> It is probable that it will create future economic benefit.
> The development cost can be measured reliably.
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Previously under UK GAAP all development expenditure was expensed. Development costs are amortised over the useful
life of the assets of three years on a straight line basis.
Income Taxes (IAS 12)
IAS 12 looks at “temporary differences” between tax and book values for deferred tax whereas UK GAAP assesses
“permanent” and “timing differences” reversing in future periods. The impact on the income statement and balance
sheet arises in relation to share-based payments. The impact on the financial statements in relation to deferred tax
arising on the capitalisation of development costs is not material.
Foreign currency
At the date of transition to IFRS 1 January 2006, the group used an exemption available under IFRS 1, “First time adoption
of International Financial Reporting Standards”, which resulted in the cumulative translation differences for all foreign
operations were deemed to be zero at the date of transition to IFRS and the gain and loss on a subsequent disposal of
those foreign operations would exclude the differences that arose before the date of transition to IFRS and include only
later translation differences.
Share options
In accordance with IFRS 2, the standard was applied retrospectively to all grants of equity instruments after 7 November
2002 that were unvested as of 1 January 2006. As this is the same as under FRS 20, there has no impact of the adoption
of IFRS 2 on the financial statements.
Reconciliations to previously presented financial statements are set out below.
Reconciliation of Profit from UK GAAP to IFRS for the year end 31 December 2006
Effect of
transition to
UK GAAP IFRS IFRS
£’000 £’000 £’000
Revenue 23,517 — 23,517
Cost of Sales (17 ,479) — (17 ,479)
Gross Profit 6,038 — 6,038
Total administrative expenses (3,963) 660 (3,303)
Adjusted operating profit 2,831 31 2,862
share-based payments (127) — (127)
Goodwill amortisation (629) 629 —
Operating profit 2,075 660 2,735
Finance income 67 — 67
Finance costs (10) — (10)
Profit before taxation 2,132 660 2,792
Tax expense (629) 3 (626)
Profit for the period attributable to equity holders of the parent 1,503 663 2,166
Profit reported under previous UK GAAP 1,503
Deferred tax on share options 3
Goodwill amortisation 629
Net capitalisation of software development 31
Total adjustment to profit 663
Total profit reported under IFRS 2,166
Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
Stock code : TIK 60 Tikit Group plc | Annual Report 2007 | Consolidated Financial Statements
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Reconciliation of equity from UK GAAP to IFRS at 1 January 2006
Effect of
transition to
UK GAAP IFRS IFRS
£’000 £’000 £’000
ASSETS
Non Current Assets
Goodwill 4,510 — 4,510
Other intangible assets ———
Deferred Tax asset 122 107 229
Property, plant and equipment 458 — 458
Total Non Current Assets 5,090 107 5,197
Current assets
Inventories 41 — 41
Trade and other receivables 6,539 — 6,539
Cash and cash equivalents 2,325 — 2,325
Total Current Assets 8,905 — 8,905
Total Assets 13,995 107 14,102
LIABILITIES
Current liabilities
Trade and other payables (3,418) — (3,418)
Current tax liabilities (1,218) — (1,218)
Corporation tax liability (331) — (331)
Accruals and deferred income (2,815) — (2,815)
Total Current Liabilities (7 ,782) — (7 ,782)
Non Current liabilities
Provisions (1,056) — (1.056)
Total Liabilities (8,838) — (8,838)
TOTAL NET ASSETS 5,157 107 5,264
Capital and reserves attributable to equity holders of the parent
Called up share capital 1,277 — 1,277
Shares to be issued 33 — 33
Share premium account 1,308 — 1,308
Merger reserve 1,075 — 1,075
Treasury share reserve ———
EBT share reserve (162) — (162)
Capital redemption reserve 104 — 104
Profit and loss account 1,522 107 1,629
TOTAL EQUITY 5,157 107 5,264
Total equity reported under previous UK GAAP 5,157
Deferred tax on share options 107
Total adjustment to equity 107
Total equity reported under IFRS 5,264
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Reconciliation of equity from UK GAAP to IFRS at 31 December 2006
Effect of
transition to
UK GAAP IFRS IFRS
£’000 £’000 £’000
ASSETS
Non Current Assets
Goodwill 4,835 629 5,464
Other intangible assets — 31 31
Deferred Tax asset 95 81 176
Property, plant and equipment 478 — 478
Total Non Current Assets 5,408 7 41 6,149
Current assets
Inventories 22 — 22
Trade and other receivables 7 ,079 — 7 ,079
Cash and cash equivalents 4,149 — 4,149
Total Current Assets 11,250 — 11,250
Total Assets 16,658 741 17,399
LIABILITIES
Current liabilities
Trade and other payables (3,619) — (3,619)
Current tax liabilities (1,504) — (1,504)
Corporation tax liability (353) — (353)
Accruals and deferred income (3,375) — (3,375)
Total Current Liabilities (8,851) — (8,851)
Non Current liabilities
Provisions (1,610) — (1,610)
Total Liabilities (10,461) — (10,461)
TOTAL NET ASSETS 6,197 741 6,938
Capital and reserves attributable to equity holders of the parent
Called up share capital 1,276 — 1,276
Shares to be issued 44 — 44
Share premium account 1,481 — 1,481
Merger reserve 1,264 — 1,264
Treasury share reserve (234) — (234)
EBT share reserve (10) — (10)
Capital redemption reserve 124 — 124
Profit and loss account 2,252 7 41 2,993
TOTAL EQUITY 6,197 741 6,938
Total equity reported under previous UK GAAP 6,197
Deferred tax on share options 81
Goodwill amortisation 629
Net capitalisation of software development 31
Total adjustment to equity 741
Total equity reported under IFRS 6,938
62 Stock code : TIK Tikit Group plc | Annual Report 2007 | Consolidated Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2007
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Company Financial Statements
Company Balance Sheet 64
Notes to the Company Financial Statements 65
Notice of AGM 7 4
> Contents
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Note £’000 £’000 £’000 £’000
Fixed assets
Investments 5 8,231 7 ,206
Current assets
Debtors 69 12
Cash at bank 104 98
113 110
Creditors: amounts falling due within one year 7 3,7 44 1,270
Net current liabilities (3,631) (1,160)
Total assets less current liabilities 4,600 6,046
Provisions for liabilities 8 680 1,445
3,920 4,601
Capital and reserves
Called up share capital 9,11 1,305 1,276
Treasury share reserve 11 (629) (234)
Shares to be issued 11 — 44
Share premium account 11 1,508 1,481
EBT share reserve 11 (10) (10)
Capital redemption reserve 11 124 124
Profit and loss account 11 1,622 1,920
Shareholders’ funds 11 3,920 4,601
The financial statements were approved by the Board of Directors and authorised for issue on 11 March 2008.
P Giuffredi
Director
The notes on pages 65 to 73 form part of these financial statements.
Company Balance Sheet at 31 December 2007
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Basis of preparation
These financial statements present financial information for Tikit Group plc as a separate entity, and have been prepared
in accordance with the historical cost convention, the Companies Act 1985 and United Kingdom Accounting Standards
(UK Generally Accepted Accounting Practice). The company’s Consolidated Financial Statements, prepared in accordance
with International Financial Reporting Standards as adopted by the European Union, are separately presented. The
principal accounting policies adopted in these company financial statements are set out below and, unless otherwise
indicated, have been consistently applied for all periods presented.
In accordance with FRS 18, Accounting policies, the directors have reviewed the accounting policies of the company as set
out below and consider them to be appropriate.
Cash flow statement and related party transactions
The company has taken advantage of the exemption from preparing a cash flow statement under FRS 1 (revised 1996),
Cash flow statements. The company is also exempt under the terms of FRS 8, Related party disclosures, from disclosing
related party transactions with entities that are part of the Tikit plc Group.
The principal accounting policies are:
Share options
When shares and share options are granted to employees a charge is made to the profit and loss account and a reserve
created in capital and reserves to record the fair value of the awards at the date of grant in accordance with FRS 20
“share-based payment”. This charge is spread over the vesting period.
When shares and share options are granted to employees of subsidiary companies, the fair value of the awards is treated
as a capital contribution, increasing the cost of the investment and spread over the period of performance relating to the
grant. The corresponding entry is made in reserves.
Turnover
Turnover is the total amount receivable by the company for management and other services provided to other Group
companies, excluding VAT, and is recognised on performance of these services.
Investments
Investments held as fixed assets are stated at cost less any provision for impairment in value. Where applicable, the
company takes advantage of merger relief, recording the investment in the Company’s balance sheet at the nominal
value of the shares issued.
Impairment of fixed assets and goodwill
The need for any fixed asset impairment write-down is assessed by comparison of the carrying value of the asset against
the higher of its net realisable value and value in use.
Pension costs
Contributions to the Group personal pension scheme are charged to the profit and loss account in the period in which
they become payable. The Group does not operate any defined benefit pension plans.
Employee benefit trust
The balance sheet includes the assets and liabilities of the Employee Benefit Trust. Amounts paid and received by the
trust for transactions in the company’s own shares are reported directly in shareholders’ funds. Shares held by the EBT
are treated as cancelled for the purposes of calculating earnings per share.
Treasury Shares
Consideration paid or received for the purchase or sale of the company’s own shares for holding in treasury is taken
directly to shareholders’ funds. The difference between the consideration received on the sale of the treasury shares and
the weighted average cost of shares sold, is taken to the share premium account.
Notes to the Company Financial Statements
for the year ended 31 December 2007
65 www.tikit.com | Company Financial Statements Annual Report 2007 | Tikit Group plc
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Notes to the Company Financial Statements
for the year ended 31 December 2007
1 Accounting policies (continued)
Dividend income
Dividend income from investments is recognised when the shareholder’s rights to receive payment have been
established.
Equity dividends
Final dividends are recognised in the company’s financial statements in the period in which the dividends are approved by
shareholders. Interim equity dividends are recognised in the period they are paid.
2 Profit for the financial year
The company has taken advantage of Section 230 of the Companies Act 1985 and has not included its own Profit and
Loss Account in these financial statements. The company profit after tax for the year ended 31 December 2007 under UK
GAAP was £48,000 (2006: £1,782,000).
Fees paid to BDO Stoy Hayward LLP and its associates for non-audit services to the company itself are not disclosed in
the individual accounts of Tikit Group plc because the company’s consolidated accounts are required to disclose such
fees on a consolidated basis
3 Directors and employees
There were nil (2006: nil) employees of the company other than the directors.
2007 2006
£’000 £’000
The remuneration of directors of Tikit Group plc is set out below:
Directors’ emoluments 352 415
Pension costs — amounts paid to defined contribution scheme 19 13
Gains on exercise of share options — 198
Share-based charges 17 37
388 663
During the year the Group had 5 (2006: 5) directors, including Non-Executive directors, providing services to the Group.
During the year 3 directors (2006: 3) participated in a defined contribution pension scheme. During the year none of the
directors (2006: 1) exercised share options.
Emoluments of the highest paid director:
2007 2006
£’000 £’000
Emoluments 142 154
Pension costs — amounts paid to defined contribution scheme 14 8
Gains on exercise of share options — 198
156 360
Directors’ emoluments are detailed, by director , in the Remuneration report.
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4 Dividends
2007 2006
£’000 £’000
Interim paid of 1.75p (2006: 1.25p) per share 224 157
Final paid of 2.75p (2006: 1.75p) per share relating to the previous year’s results 353 219
577 376
The directors are recommending a proposed final dividend of £416,000 (3.25p per share) for the year .
5 Fixed asset investments
Investment
in group
undertakings Total
Loans Shares
£’000 £’000 £’000
At 1 January 2007 698 6,508 7 ,206
Adjustment to deferred contingent consideration — 795 795
Share options granted to subsidiary employees — 230 230
At 31 December 2007 698 7 ,533 8,231
Subsidiary undertakings
The following were subsidiary undertakings at the end of the year and have all been included in the consolidated financial
statements:
Proportion of
voting rights
Country of and ordinary
Name incorporation share capital held Nature of business
Tikit Limited UK 100% IT services and software
Aurra Consulting Limited UK 100% Non-trading
Granite & Comfrey Limited UK 100% Non-trading
Tikit NIS Limited UK 100% Non-trading
LECsoft SAS France 100% IT services and software
Tikit Solutions SL Spain 100% IT services and software
Shamrock Marketing Limited UK 100% Marketing data services
All subsidiaries are directly held by the company.
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Notes to the Company Financial Statements
for the year ended 31 December 2007
6 Debtors
2007 2006
£’000 £’000
Prepayments and accrued income 9 12
9 12
7 Creditors: amounts falling due within one year
2007 2006
£’000 £’000
Trade creditors 79 7 4
Amounts due to Group undertakings 3,539 825
Tax and social security 30 61
Corporation tax — —
Accruals and deferred income 96 310
3,744 1,270
8 Provisions for liabilities
Provision for deferred contingent consideration:
Amount to be satisfied in:
Cash Shares Total
£’000 £’000 £’000
At 1 January 2007 1,438 7 1,445
Adjustment to deferred contingent consideration 140 — 140
Amounts paid (1,578) — (1,578)
Amounts transferred to cash 680 (7) 673
At 31 December 2007 680 — 680
The adjustments to deferred contingent consideration are in respect of the acquisition of Lecsoft SAS and Shamrock
Marketing Limited.
In respect of Shamrock Marketing Limited, the amounts payable were contingent on it achieving certain performance
criteria in the period to 31 August 2007 up to a maximum of £800,000. The amounts are to be settled in cash, as agreed
with the vendors, and the balance was paid in early 2008.
In respect of LECsoft SAS, the amounts payable were contingent on it achieving certain performance criteria in the
period to 31 December 2006, up to a maximum of £1,273,000.
The amounts are to be settled by cash and shares, in the relative proportions agreed with the vendors. Provisions for
liabilities include the directors’ current estimate of the amounts which will become payable. The final amounts for LECsoft
SAS were settled in February 2007 .
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9 Share capital
2007 2007 2006 2006
Number £’000 Number £’000
Authorised
Ordinary shares of 10p each 19,490,000 1,949 19,490,000 1,949
Preference shares of £1 each 51,000 51 51,000 51
Allotted, called up and fully paid
Ordinary shares of 10p each 13,053,843 1,305 12,763,318 1,276
Preference shares of £1 each (included in creditors from 2006) 1,000 1 1,000 1
2007 2007 2006 2006
Number £’000 Number £’000
Issued and fully paid
Ordinary shares at 10p each
At beginning of the year 12,763,318 1,276 12,769,434 1,277
Employee share options exercised 39,066 4 197 ,419 19
Shares issued for deferred consideration 251,459 25 ——
Purchase of own shares for cancellation —— (203,535) (20)
At end of year 13,053,843 1,305 12,763,318 1,276
During the year 39,066 shares were issued as a result of the exercise of share options.
On 5 April 2007 251,459 shares were issued as deferred consideration arising from the acquisition of Lecsoft SAS
in 2004.
The table below shows the shares held by the company.
2007 2006
Number Number
Ordinary shares held by EBT 13,456 13,456
Treasury shares held by the company 250,000 100,000
Shares were purchased into treasury to cover the potential requirements of an LTIP which was approved at the 2007
AGM. The shares held in treasury account for 1.92% of ordinary shares in issue at the year end (2006: 0.78%).
Preference shares
There are 1,000 £1 preference shares which were issued at par . These have been included in other financial liabilities from
2005 in accordance with FRS 25.
The holders of the preference shares have the right to receive a fixed cumulative dividend of 5% per annum calculated
on the amount paid up.
The company will redeem any unredeemed preference shares on 31 December 2010.
The shares are redeemable at par and carry no voting rights. They rank in priority to the ordinary shares for repayment
in the event of the company being wound up.
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Notes to the Company Financial Statements
for the year ended 31 December 2007
10 Share options
The Group operates an Inland Revenue Approved Company Share Option Plan (CSOP), an Enterprise Management
Incentive Scheme (EMI), an Unapproved share options plan (Unapproved) and an Executive Long term Incentive
Plan (LTIP).
The CSOP is an HM Revenue and Customs approved discretionary employee share option scheme. There is a three year
vesting period and no performance conditions attached to the grants.
The EMI is an HM Revenue and Customs approved discretionary director and employee share option scheme. There is a
three year vesting period. Performance conditions are attached to the grants to directors and key management. No
performance conditions are attached to the grants to employees.
The Unapproved scheme exists for grants to directors and key management where the value of the options granted is in
excess of the EMI scheme limit of £100,000 per individual. Performance conditions and vesting periods are the same as
for the EMI scheme.
The LTIP scheme exists for grants to directors and key management. The scheme was approved at the 2007 AGM. The
vesting period is three years. Performance conditions relate to the Group’s EPS for the three years ended 2009. For
options to partially vest EPS growth over 2006 must be at least 10% per annum. In order for all the options to vest EPS
growth must be not less than 20% per annum.
A reconciliation of the option movements for each of the above schemes over the year to 31 December 2007 are
as follows:
2007 2007 2006 2006
Weighted Weighted
Average Average
Inland Revenue Approved Exercise Exercise
Company Share Option Plan: Number Price (£) Number Price (£)
Outstanding at beginning of the year 91,038 1.10 165,684 0.81
Granted during the year 5,381 2.53 26,714 1.98
Forfeited during the year (15,228) 1.43 (3,941) 0.95
Exercised during the year (37,699) 0.81 (97 ,419) 0.80
Outstanding at end of year 43,482 1.41 91,038 1.10
Exercisable at end of year 19,091 0.86 64,799 0.83
The weighted average share price at the date of exercise for the options exercised was £3.16 (2006: £2.10). The total
amount capitalised against the cost of investment for the year relating to the scheme was £5,629 (2006: £6,230) and was
taken to reserves.
2007 2007 2006 2006
Weighted Weighted
Average Average
Enterprise Management Exercise Exercise
Incentive Scheme: Number Price (£) Number Price (£)
Outstanding at beginning of the year 367,531 1.28 704,526 0.90
Granted during the year 80,230 2.58 40,000 1.68
Forfeited during the year (18,389) 1.53 (76,994) 1.38
Exercised during the year (1,467) 1.50 (300,000) 0.45
Outstanding at end of year 427,905 1.51 367 ,531 1.28
Exercisable at end of year —— ——
The weighted average share price at the date of exercise for the options exercised was £3.17 (2006: £2.13). The total
amount capitalised against the cost of investment for the year relating to the scheme was £77 ,819 (2006: £86,454) and
was taken to reserves.
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10 Share options (continued)
2007 2007 2006 2006
Weighted Weighted
Average Average
Exercise Exercise
Unapproved Option Plan: Number Price (£) Number Price (£)
Outstanding at beginning of the year 180,209 1.48 246,000 1.45
Granted during the year 44,770 1.88 ——
Forfeited during the year —— (65,791) 1.35
Exercised during the year —— ——
Outstanding at end of year 224,799 1.56 180,209 1.48
Exercisable at end of year —— ——
No share options were exercised in the year . The total amount capitalised against the cost of investment for the year
relating to the scheme was £58,681 (2006: £33,821) and was taken to reserves.
2007 2007 2006 2006
Weighted Weighted
Average Average
Executive Long Term Exercise Exercise
Incentive Plan: Number Price (£) Number Price (£)
Outstanding at beginning of the year —— ——
Granted during the year 215,000 0.01 ——
Forfeited during the year —— ——
Exercised during the year —— ——
Outstanding at end of year 215,000 0.01 ——
Exercisable at end of year —— ——
No share options were exercised in the year . The total amount capitalised against the cost of investment for the year
relating to the scheme was £88,394 (2006: £nil) and was taken to reserves.
For share options granted during the period, the weighted average fair value of the options was 70.7p (2006: 52.3p) and
the weighted average share price at grant date was 291.7p (2006: 176.3p).
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Notes to the Company Financial Statements
for the year ended 31 December 2007
10 Share options (continued)
The following information is relevant in the determination of the fair value of the options granted during the current and
prior year:
2007 2006
£’000 £’000
Option Pricing Model Binomial Binomial
Expected volatility 30% 28%
Expected dividend growth rate 1.5% 1.5%
Risk-free rate 4.6% 4.6%
Vesting period 3 years 3 years
Option life 10 Years 10 Years
Expected life 3 years 3 years
The volatility assumption is based upon a statistical analysis of daily share prices over the past three years.
The Group did not enter into any share-based payment transactions with parties other than employees during the
current or previous period.
The expected life of options is based on historical data and is not necessarily indicative of exercise patterns that
may occur .
11 Reconciliation of movement in share capital and reserves
Capital
Ordinary Treasury Shares Share Redemp- Profit EBT
capital share to be premium Merger tion and loss share
share reserve issued account Reserve Reserve account reserve Total
Company £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
At 1 January 2007 1,276 (234) 44 1,481 — 124 1,920 (10) 4,601
Shares cancelled after buy-backs —— —— —— —— —
Shares purchased into treasury — (395) —— —— —— (395)
Exercise of share options (note 10) 4—— 27 —— —— 31
Deferred consideration —
shares issued 25 — (25) —— —— — —
Deferred consideration — amounts
transferred to cash —— (19) —— —— — (19)
Profit after taxation for the year —— —— —— 48 — 48
Dividends paid —— —— —— (577) — (577)
Share options granted to
subsidiary employees —— —— —— 231 — 231
At 31 December 2007 1,305 (629) — 1,508 — 124 1,622 (10) 3,920
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12 Reconciliation of movements in shareholders’ funds
2007 2006
£’000 £’000
Profit for the year 48 1,782
Dividends (577) (376)
Shares cancelled on buy-back — (392)
Shares purchased into treasury (395) (234)
Exercise of share options 31 212
Adjustment to deferred consideration — 11
Deferred consideration — amounts transferred to cash (19) —
Share options granted to subsidiary employees 231 126
Net addition to shareholders’ funds (681) 1,129
Opening shareholders’ funds 4,601 3,472
Closing shareholders’ funds 3,920 4,601
EBT share reserve
The employee benefit trust (EBT) was established on 26 September 2002 in order to provide for the future obligations of
the company for shares awarded under its share option schemes. Under the scheme the trustees purchase the
company’s ordinary shares using funds supplied under a loan agreement with the company.
Shares held in Trust
Cost
Number £’000
Cost
At 1 January 2007 13,456 10
At 31 December 2007 13,456 10
Market value at 31 December 2007 35
Market value at 31 December 2006 35
At 31 December 2007 , £148,000 (2006: £148,000) had been loaned by the company to the EBT to finance the purchase
of ordinary shares. The balance of cash held by the Trust, £80,000 (2006: £80,000), is included in the balance sheet as
cash at bank and in hand. None of the above shares have vested unconditionally to employees.
13 Related party transactions
The Group finances employees’, including directors’, train travel costs by way of short-term interest free loans.
The balances outstanding to/from directors at 31 December were:
2007 2006
£’000 £’000
Owed to/(from) the company
D Lumsden 2 2
£’000
The maximum amounts outstanding during the year were:
D Lumsden 4
14696TIKITGRO:Layout 3  27/3/08  15:45  Page 73 THIS DOCUMENT IS IMPORTANT. If you are in any doubt about its contents, or the action you should take, you
should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional
adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or transferred all your shares in Tikit Group plc, you should pass this document and the
accompanying documents to the purchaser or transferee or to the person through whom the sale or transfer was
effected, for onward transmission to the purchaser or transferee.
Tikit Group plc
(Incorporated in England and Wales with registered number 4164203)
Directors: Registered Office:
M McGoun (Chairman) Africa House
D Lumsden 64–78 Kingsway
P Giuffredi London
R Price WC2B 6AH
N Briant
22 March 2008
To shareholders and, for information only, to the holders of preference shares and the holders of options under the
company’s share option schemes.
Dear Shareholder
2008 ANNUAL GENERAL MEETING
The 2008 Annual General Meeting is to be held at Africa House, 64–78 Kingsway, London WC2B 6AH on Thursday, 24 April
2008, at 3.00 p.m. The formal Notice convening the meeting is set out on page 76 of this document. In addition to the
ordinary business set out in items numbered 1 to 4 of the Notice, you will find resolutions numbered 5 to 7 which will be
proposed as special business at the meeting. Resolutions 5 to 7 will be proposed in order to renew authorities and powers
given by the shareholders at the last Annual General Meeting. This circular provides you with a detailed explanation of
resolutions 5 to 7 and explains the action you should take.
Resolution 5 — Authority to allot relevant securities
This resolution seeks to renew for a further year , in line with the guidelines of the investment committees representing United
Kingdom institutional investors (“the IPC Guidelines”), the general authority previously given to the directors to allot relevant
securities (such as ordinary shares in the company). It would give the directors the authority to allot relevant securities of a
maximum nominal amount of £422,526.80 (representing a maximum number of 4,225,268 ordinary shares of 10p each or
Notice of AGM
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14696TIKITGRO:Layout 3  27/3/08  15:45  Page 74 approximately 33% of the company’s issued ordinary share capital at 31 December 2007). This authority would expire fifteen
months after the passing of the resolution or , if earlier , at the conclusion of the Annual General Meeting in 2009.
Resolution 6 — Disapplication of statutory pre-emption rights
This special resolution seeks, as at last year’s Annual General Meeting and in line with the IPC Guidelines, to give the directors
the power to allot small quantities of equity securities (such as ordinary shares in the company) for cash without first offering
them to existing shareholders. The authority is limited to the allotment (otherwise than pursuant to a rights or similar issue)
of equity securities of a maximum nominal amount of £65,269.20 representing a maximum number of 652,692 ordinary
shares of 10p each or 5% of the company’s issued ordinary share capital at 31 December 2007 . This power would expire
fifteen months after the passing of the resolution or , if earlier , at the conclusion of the Annual General Meeting in 2009.
Resolution 7 — Purchases by the company of its own shares
This special resolution seeks shareholders’ authority for the company to make market purchases of its own ordinary shares.
The directors have no present intention of exercising this authority but would wish to have the flexibility to do so in the future.
Purchases by the company of its own shares would only be made through the London Stock Exchange. Any shares purchased
would be cancelled and/or held in treasury and if they are cancelled, the number of shares in issue may thereby be reduced.
Accordingly, the Directors will only exercise the authority to make purchases of shares granted by this resolution if they
believe that to do so would result in an improvement in earnings per share and is in the best interests of the shareholders
generally. The maximum number of shares which may be purchased is 1,305,384, representing 10% of the company’s issued
ordinary share capital at 31 December 2007 . The authority would, again, expire fifteen months after the date of the resolution
or , if earlier , at the conclusion of the Annual General Meeting in 2009. The minimum price that could be paid for an ordinary
share would be 10p and the maximum price would be equal to 105% of the average of the middle market quotations for an
ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately
preceding the day on which the share is contracted to be purchased, in each case excluding expenses. The directors expect
that, if the authority were to be exercised, the consideration for such purchases would be defrayed by utilising the
distributable reserves of the company. The directors also intend to seek renewal of this authority at future Annual General
Meetings. As at 31 December 2007 , options over a total of 911,186 ordinary shares were outstanding and not exercised. That
number of ordinary shares represents 7% of the company’s issued ordinary share capital as at 31 December 2007 . It would
represent 8% of the issued ordinary share capital if the authority to purchase the company’s own shares had been exercised
in full at that date and the shares purchased had been cancelled.
Action to be taken
Shareholders will find enclosed a Form of Proxy for use in connection with the Annual General Meeting. Whether or not you
are able to attend the meeting, you are requested to complete the Form of Proxy and return it to the Company Secretary,
Tikit Group plc, Africa House, 64–78 Kingsway, London WC2B 6AH as soon as possible and, in any event, so as to arrive no
later than 3.00 pm on 22 April 2008. The completion and return of a Form of Proxy will not preclude you from attending and
voting in person, if you wish to do so.
Recommendation
The directors consider that the resolutions numbered 5 to 7 inclusive set out in the Notice of Annual General Meeting on pages 76
to 77 inclusive of this document are in the best interests of the company and of shareholders as a whole and are most likely to
promote the success of the company for the benefit of its members as a whole and the directors recommend that you vote in
favour of them, as each of the directors intends to do in respect of his own beneficial holding of shares in the company.
Yours faithfully
M. McGoun
Chairman
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Notice of AGM
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Tikit Group plc will be held at Africa House, 64–78 Kingsway,
London WC2B 6AH on 24 April 2008 at 3.00 pm for the following purposes:
1 To receive the audited financial statements for the year ended 31 December 2007 and the Directors’ and Auditors’ reports
thereon.
2 To declare a final ordinary dividend of 3.25p per share for the year ended 31 December 2007 .
3 To re-elect Mr MF McGoun a Director retiring by rotation.
4 To reappoint BDO Stoy Hayward LLP as auditors and authorise the directors to determine the remuneration of the
Auditors.
Special Business
To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary or special resolutions as
indicated below:
5 As an ordinary resolution:
That the directors be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the
Companies Act 1985 (“the Act”) to exercise all the powers of the company to allot relevant securities (as defined in
Section 80(2) of the Act) of the company to such persons, at such times and on and subject to such terms and conditions
as the directors may determine. The maximum aggregate nominal amount of relevant securities which may be allotted
pursuant to this authority shall be £422,526.80. This authority shall expire on the earlier of 24 July 2009 and the
conclusion of the Annual General Meeting of the company to be held in 2009, save that the Company may before such
expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and
the directors may allot relevant securities in pursuant of such an offer or agreement as if the authority conferred hereby
had not expired.
6 As a special resolution (subject to the passing of the previous resolution):
That the directors be and they are hereby empowered pursuant to Section 95(1) of the Companies Act 1985 (“the Act”) to
allot equity securities (within the meaning of Section 94 of the Act) pursuant to the general authority conferred by
resolution 5 as if Section 89(1) of the Act did not apply to any such allotment, provided that this power shall be limited:
(a) to the allotment of equity securities in connection with a rights issue or other issue in favour of holders of ordinary
shares where the equity securities respectively attributable to the interests of all holders of ordinary shares are
proportionate (as nearly as practicable) to the respective numbers of ordinary shares held or deemed to be held by
them, subject only to such exclusions or other arrangements as the directors may deem necessary or expedient to
deal with fractional entitlements, legal or practical problems arising in any overseas territory, or by virtue of shares
being represented by depositary receipts, the requirements of any regulatory body or stock exchange, or any other
matter; and
(b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities for cash up to an aggregate
nominal value of £65,269.20.
and this power shall, unless renewed, varied or revoked, expire on the earlier of 24 July 2009 or the conclusion of the
Annual General Meeting of the company to be held in 2009, save that the company may before such expiry make any
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 power hereby conferred had not expired.
7 As a special resolution:
That, in accordance with Chapter VII of Part V of the Companies Act 1985 (“the Act”), the company be generally and
unconditionally authorised to make market purchases (as defined in section 163(3) of the Act) of its own ordinary shares
on such terms, and in such manner as the directors may, from time to time, determine, provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 1,305,384;
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(b) the minimum price which may be paid for an ordinary share is 10p (excluding expenses);
(c) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle
market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which the share is contracted to be purchased (excluding expenses);
and
(d) the authority hereby conferred shall expire on the earlier of 24 July 2009 or the conclusion of the Annual General
Meeting of the Company to be held in 2009, but a contract of purchase may be made before such expiry which will or
may be executed wholly or partly thereafter and a purchase of shares may be made in pursuant of any such contract.
By order of the Board Registered Office:
Africa House
64–78 Kingsway
London
WC2B 6AH
P Giuffredi
Company Secretary
22 March 2008
Important notes for shareholders
Entitlement to attend and note
1 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those
shareholders registered in the company’s register of members at 22 April 2008 shall be entitled to attend or vote at this
Annual General Meeting in respect of the number of shares registered in their names at that time. Changes to entries on
the register after 22 April 2008 will be disregarded in determining the rights of any person to attend or vote at the
meeting.
2 The holders of preference shares are entitled to receive this Notice of Meeting but are not entitled to attend, speak or
vote at the Meeting.
Appointment of proxies
3 If you are a member of the company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all
or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice
of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
4 A proxy does not need to be a member of the company but must attend the Meeting to represent you. Details of how to
appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the
proxy form.
5 You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.
You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy,
please complete the requisite number of proxy forms and state clearly on each form the number of shares in relation to
which the proxy is appointed.
6 A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your
proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the
Meeting.
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Tikit Group plc | Annual Report 2007 | Notice of AGM 78 Stock code : TIK
Notice of AGM
Appointment of proxy using hard copy proxy form
7 The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
 completed and signed;
 sent or delivered to the company’s Registrar at Africa House, 64–78 Kingsway, London WC2B 6AH; and
 received by the company’s Registrar no later than 3.00 pm on 22 April 2008.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its
behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power
or authority) must be included with the proxy form.
Appointment of proxy by joint members
8 In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the company’s register of members in respect of the joint holding (the first-named being the most
senior).
Changing proxy instructions
9. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that
the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any
amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using
another hard-copy proxy form, please contact the company’s Registrar .
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt
of proxies will take precedence.
Termination of proxy appointments
10 In order to revoke a proxy instruction you will need to inform the company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to the company’s Registrar . In the case of a member which is a
company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the
company or an attorney for the company. Any power of attorney or any other authority under which the revocation
notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by the company’s Registrar no later than 3.00 pm on 22 April 2008.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a
proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.
Documents on display
11 Copies of the Memorandum and Articles of Association of the company will be available at the registered office of the
company during normal business hours on each business day from the date of this document until the date of the Annual
General Meeting, and, together with Non-Executive directors’ service contracts and the register of directors’ interests, will
be available for inspection at the place of the Annual General Meeting from 15 minutes prior to its commencement until
its conclusion.
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Annual Report 2007 | Tikit Group plc www.tikit.com | Tikit Services 79
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Tikit Group plc | Annual Report 2007 | Tikit Services 80 Stock code : TIK
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Tikit Group plc | Annual Report 2007 | Contents
Highlights 01
About Tikit 02
Chairman’s Statement 08
Chief Executive’s Statement 11
Financial Review 14
Directors 16
Corporate Governance Statement 18
Remuneration Report 20
Report of the Directors 22
Statement of Directors’ Responsibilities 25
Report of the Independent Auditors 26
Consolidated Financial Statements
Consolidated Income Statement 28
Consolidated Statement of Recognised Income and Expense 29
Consolidated Balance Sheet 30
Consolidated Cash Flow Statement 31
Notes to the Consolidated Financial Statements 32
Company Financial Statements
Company Balance Sheet 64
Notes to the Company Financial Statements 65
Notice of AGM 7 4
Directors and Advisers 81
> Contents
Annual Report 2007 | Tikit Group plc www.tikit.com | Directors and Advisers 81
Directors and Advisers
Country of incorporation of Great Britain
Parent Company
Legal Form Public limited company
Directors M McGoun BSc MSc (Chairman)
D Lumsden (Managing director)
P Giuffredi ACA (Finance director)
R Price BSc(Econ) FCA FCCA CTA (Independent Senior Non-Executive)
N Briant LLB (Independent Non-Executive)
Secretary and registered office P Giuffredi ACA
Africa House
64–78 Kingsway
London
WC2B 6AH
Telephone (020) 7 400 3737
Facsimile (020) 7 400 3738
Website www.tikit.com
Company number 4164203
Auditors BDO Stoy Hayward LLP
8 Baker Street
London
W1U 3LL
Solicitors TLT LLP Faegre & Benson LLP
Sea Containers House 7 Pilgrim Street
20 Upper Ground London
London EC4V 6LB
SE1 9LH
Brokers and Nominated Adviser Charles Stanley & Company Limited
25 Luke Street
London
EC2A 4AR
Principal bankers National Westminster Bank PLC
98 St Paul’s Churchyard
London
EC4M 8BU
Registrars Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield
HD8 0LA
Public relations Buchanan Communications
45 Moorfields
London
EC2Y 9AE
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Tikit
Africa House, 64-78 Kingsway, T: +44 (0) 20 7 400 3737 www.tikit.com
London WC2B 6AH F: +44 (0) 20 7 400 3738 Stock code: TIK
Annual Report and Financial Statements year ended 31 December 2007
Professional IT for law firms
and accountancy practices
www.tikit.com
Innovation
Implementation
Management
Tikit Group plc Annual Report and Financial Statements year ended 31 December 2007
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