Related Party Transaction and Issue of Shares

12 Nov 2008 07:44



12 November 2008

YouGov plc ("YouGov" or "the Company")

Related Party Transaction and Issue of Ordinary Shares

Related party transaction  In its results statement released on 13 October 2008, the Company stated that during the year to 31 July 2008, it provided research services on an arm's length basis totalling £2.7 m (2007: £0.5m) to Privero Capital Advisors Inc, a US hedge fund advisor, in which Stephan Shakespeare and Balshore Investments (the family trust of Nadhim Zahawi's family) each own 25%.  By virtue of its size and because Stephan Shakespeare and Nadhim Zahawi are directors of the Company, the provision of these services constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Company confirms that the independent directors, having consulted with the Company's nominated adviser, Grant Thornton UK LLP, consider that the terms of these transactions are fair and reasonable insofar as the Company's shareholders are concerned.

Issue of Ordinary Shares

The Company also announces that, on 11 November 2008, it approved the issue and allotment of 922,045 new ordinary shares of 0.2p each ("Ordinary Shares") in the Company pursuant to the terms of the sale and purchase and merger agreements entered into with psychonomics and Polimetrix in July and August 2007 respectively.

As part of the acquisition agreement with psychonomics, Ordinary Shares to the value of €500,000 based on the purchase price were to be issued for a psychonomics employee incentive programme. As agreed, 226,430 Ordinary Shares were issued to an employee benefit trust.

In addition, under the terms of the merger agreement entered into with Polimetrix in August 2007, a proportion of the Acquisition Shares were to be issued one year following completion provided there were no claims made by the Company under the merger agreement. As the anniversary has now passed and no claims were lodged by the Company, 695,615 Ordinary Shares were issued to the selling shareholder group.

These shares will rank pari passu with all existing Ordinary Shares. Application will be made for admission of these new Ordinary Shares to trading on AIM and dealings are expected to commence on 18 November 2008.

The number of Ordinary Shares with voting rights in issue following the issue of the new Ordinary Shares will be 96,622,787.

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