MXM Maxima Hldgs

RNS Number:1264K
Maxima Holdings PLC
09 October 2006



Embargoed until 0700                                             9 October 2006

                              Maxima Holdings plc

                     Acquisition of Cognition Solutions Ltd

Maxima (AIM: MXM.L), the IT solutions and managed services company, is pleased
to announce the acquisition of Cognition Solutions Limited ("Cognition") for a
total consideration of #7.5m. Cognition supplies ERP (Enterprise Resource
Planning) software solutions and services to the construction and facilities
management sector, and will fit well with Maxima's existing solutions business.
The acquisition is in line with Maxima's consolidation strategy within the
fragmented IT services market. The Board anticipates that it will be earnings
enhancing in the current financial year ending 31 May 2007.

Cognition has a customer base of almost 300 organisations which have bought
solutions based on the "Intellect" product developed, owned and exclusively sold
and supported by Cognition. These clients range from major organisations such as
Alfred McAlpine Business Services Ltd, The Murphy Group and Accord plc to
smaller construction companies and local authorities. 19 new customers have been
won in the last year. Functionality has been continually enhanced to meet the
evolving needs of the client base; for example, Intellect recently became the
first product to be approved by HMRC for use with its new CIS (Construction
Industry Scheme) reforms. Features include accounts, costing, payroll and
management information systems, as well as specialist modules for plant hire,
maintenance management, property management and mobile data solutions.

For the year ending 30 June 2006, Cognition had revenues of #4.7m, 49% of which
derived from recurring support contracts, and achieved profit before tax of
#1.2m. Net assets at the year end were #1.9m. At completion, Cognition had cash
balances of #3.3m. Based in Manchester and Cheltenham with 47 employees,
Cognition will be immediately integrated with Maxima's existing solutions
business. Whilst delivering cost savings, this integration will also create
cross-selling opportunities, for instance for Maxima's existing document
management solutions. Mark Ashwell and Michael Riley, the current Directors of
Cognition, will continue as consultants to Maxima.

The #7.5m consideration will be satisfied by a cash payment of #5.2m and the
issue of 1,365,612 new ordinary shares in Maxima ("Consideration Shares"). There
is no earn-out. Funding for the purchase will come from debt under existing
facilities with Barclays Bank plc. Maxima will apply to AIM for admission of the
1,365,612 Consideration Shares, which is expected to become effective on 13
October 2006. The vendors have agreed not to sell the Consideration Shares
without the prior approval of the Company's broker, Seymour Pierce, for at least
12 months from the date of completion of the acquisition. On Admission, the
Consideration Shares will rank, save for the payment on 30 October of the 2.5p
final dividend, pari passu with the existing ordinary shares.

Kelvin Harrison, Maxima's Chief Executive said:

"I am delighted to announce the acquisition of Cognition and to welcome the team
into Maxima. Cognition is a leading supplier to the construction and facilities
management sector. Construction is a #80bn industry representing about 9% of UK
GDP and employing about 1.6m people and continues to be very buoyant, with major
public sector and PPP investment in infrastructure such as the 2012 Olympics,
hospitals, as well as healthy levels of activity in commercial property and
house building. Many construction companies are migrating their business models
to embrace facilities management and the prospects for Cognition are excellent."

Mark Ashwell and Michael Riley, the Directors of Cognition said:

"We have found in the Maxima management team a very clear focus on the factors
that lead to success in the IT solutions business, and are confident that
Cognition will continue to grow as part of the Maxima group."

For further information, please contact:

Maxima                                                    
Kelvin Harrison, Chief Executive                          01242 211 211                       
Linda Andrews, Group Finance Director                     0141 880 1000
Seymour Pierce                                            020 7107 8000
Mark Percy/John Depasquale
Smithfield                                                020 7903 0676
Sara Musgrave/Tania Wild

Notes to editors:

Maxima Holdings plc floated on AIM on 24 November 2004 at an issue price of
110p. It was established to acquire businesses supplying IT solutions and
services, with the objective of building a focused IT services group. On
flotation it immediately acquired Azur Holdings Ltd, bringing together a
management team with the skill, experience and incentive to deliver significant
shareholder value, through a combination of acquisitive and organic growth. The
business implements and supports enterprise software solutions for mid-sized,
UK-based manufacturing, distribution and service organisations. These solutions
are based upon leading software suites (better list below) as well as products
developed in-house.

It has since made a further four acquisitions:

   *August 2005 - Ringwood Group plc, a specialist in content and document
    management solutions, based on Microsoft technologies;
   *September 2005 - Hanston Technology Partners Ltd, a fast growing managed
    services business providing applications support and consultancy services to
    Oracle users;
   *January 2006 - The MFG/PRO business of Seabrook Research Ltd, the sole
    Irish distributor of MFG/PRO, a manufacturing package for which Maxima was
    already the sole UK distributor; and
   *May 2006 - QED Business Systems Ltd, which provides managed services for
    critical mainframe and mid-range computer systems and applications software.

The acquisition of Cognition is Maxima's sixth acquisition since flotation.

Maxima has grown to become an IT systems integration and managed services
company with a proven track record of delivering innovative and flexible IT
solutions and services. Maxima's in-depth knowledge of industry and business,
coupled with its skills and understanding of leading software suites such as
Oracle, Microsoft and SAP ensures its solutions and services deliver real
business benefits. The group prides itself on the quality of its service which
lead to strong customer relationships and high retention rates.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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