Temporary Suspension

RNS Number:9427N
Maisha PLC
24 July 2003

                                   MAISHA PLC


                         PROPOSED REVERSE TAKEOVER AND

                  CANCELLATION OF LISTING AND ADMISSION TO AIM


Maisha plc ("Maisha") announces that it has today entered into a conditional
contract with Salman Mahmood and Gamma Ventures Limited (the "Vendors") to
acquire the entire issued share capital of Pearl Micro Solutions Limited ("PMS")
(the "Acquisition").


PMS is a computer consultancy and development company founded more than 20 years
ago. Operating from leasehold premises in Epsom, Surrey, PMS has eight employees
of which six are full-time and two are part-time.


PMS offers not only bespoke IT consultancy but also specialises in customer
relationship management ("CRM") software with expertise in the implementation
and customisation of application software, including Siebel, SAP and Microsoft
products and is ISO9000 certified. PMS also specialises in application
integration technologies and the migration of data between various platforms.


To enhance its clients' skills base, PMS is able to offer an IT recruitment
service specialising in the areas of project management, business analysis, CRM
consultancy, database design, network administration, programme analysis,
application development and e-business.


PMS is able to arrange IT training in Microsoft-based applications, Oracle and
CRM products by industry certified trainers. PMS is also able to arrange bespoke
courses to match clients' requirements, either at the client's premises or
another convenient site.


Throughout its history, PMS has focused primarily on a limited number of blue
chip clients for its IT consultancy and bespoke software development services.
In particular, PMS has worked closely with Shell International Petroleum
Limited, which has to date accounted for the substantial majority of its
turnover.


The directors of PMS are Salman Mahmood and Faheem Ahmad and, upon completion of
the Acquisition, they will be appointed as Chief Executive and a Non-Executive
Director of Maisha, respectively. Upon completion of the Acquisition, Salman
Mahmood will enter into a service agreement with Maisha and Maisha will issue a
letter of appointment to Faheem Ahmad.


The service agreement with Salman Mahmood will be for an initial term until 31
August 2005 and terminable by either party on or after that date by not less
than six months' notice in writing. The agreement will contain standard
confidentiality and non-compete provisions for a period of 12 months. The salary
of Salman Mahmood will be #60,000 per annum and may, at the discretion of
Maisha, be increased having regard to increases in the cost of living, the
performance of Salman Mahmood and the profitability of the Enlarged Group. He
will also be entitled to a pension contribution equal to 5% of his salary and a
car allowance of #500 per month. Salman Mahmood will work full time for Maisha,
with 20 days' holiday per year.


Under the terms of his letter of appointment, Faheem Ahmad will not be entitled
to receive any fees in respect of his services as a director of Maisha.


Since taking control of PMS in 2002, Salman Mahmood and Faheem Ahmad (the
"Proposed Directors") have taken steps to capitalise on the core business of PMS
by expanding the client base and offering a wider range of services and
products. The Proposed Directors have also identified a number of opportunities,
including potential acquisitions, to benefit further from the application of the
extensive skill base of PMS, including tender participation, not only in the UK
but also across Europe, and product marketing and development.


The financial record of PMS as set out below has been extracted without material
adjustment from the audited accounts of PMS for the three years ended 31 March
2000, 2001 and 2002 and the ten months ended 31 January 2003.

                                               31 March           31 March           31 March          31 January
                                                   2000               2001               2002                2003
                                                   #000               #000               #000                #000
Turnover
                                                    374                372                392                 290
Operating profit                                      7                 18                 29                  13
Profit before taxation                                9                 19                 30                  13
Net assets
                                                     72                 88                 85                  57


The existing directors of Maisha (the "Directors") and the Proposed Directors
believe that PMS's existing business is soundly based and capable of
considerable expansion. In addition, a number of new opportunities have been
identified by the Proposed Directors. Accordingly, the Directors consider that
the Acquisition represents a major opportunity to enhance shareholder value
significantly.


Under the terms of the Acquisition agreement, Maisha will acquire the entire
issued share capital of PMS, consisting of 60 ordinary shares of #1 each, 60
redeemable ordinary shares of #1 each and 60 non-voting, non-participating
ordinary shares of #1 each, for a consideration comprising the issue to the
Vendors of 10,218,536 ordinary shares of 1p each in Maisha ("Ordinary Shares")
upon completion (the "Initial Consideration Shares") and up to a further
13,624,712 Ordinary Shares (the "Deferred Consideration Shares").


The Deferred Consideration Shares will be issued in two tranches. The first
tranche of up to 5,676,962 Ordinary Shares will be issued following the Annual
General Meeting of Maisha at which the audited accounts of Maisha for the year
ending 31 August 2004 are approved, with the actual number to be issued being
determined by reference to a target profit before taxation for that year of
#757,000. The second tranche of up to 7,947,750 Ordinary Shares will be issued
following the Annual General Meeting of Maisha at which the audited accounts of
Maisha for the year ending 31 August 2005 are approved, with the actual number
to be issued being determined by reference to a target profit before taxation
for that year of #6,666,550.


The Acquisition is conditional upon, inter alia, the approval of Maisha
shareholders in general meeting.


Upon completion of the Acquisition, the Vendors will hold 10,218,536 Ordinary
Shares, being the Initial Consideration Shares, representing 30% of the voting
rights of Maisha. The Vendors are deemed to be acting in concert with certain
persons, including Mumtaz Khan, Chairman and Chief Executive of Maisha (the
"Concert Party"). Taking into account the 1,278,200 Ordinary Shares held by
Jackal Investments Limited, in which Mumtaz Khan is beneficially interested, the
members of the Concert Party will, accordingly, be interested in a total of
11,496,736 Ordinary Shares, representing approximately 33.75% of the voting
rights of Maisha. Depending upon the audited profit before taxation of Maisha in
the financial years ending 31 August 2004 and 2005, up to 13,624,712 Deferred
Consideration Shares could be issued to the Vendors resulting in the Vendors
holding up to 23,843,248 Ordinary Shares which, if no other Ordinary Shares were
issued in the meantime, could represent one vote more than 50% of the voting
rights of Maisha. Accordingly, taking into account the shareholding of Jackal
Investments Limited, the members of the Concert Party could be interested in up
to 25,121,448 Ordinary Shares, representing approximately 52.68% of the voting
rights of Maisha. In accordance with the terms of the Acquisition agreement, the
earliest this could occur is the date of the annual general meeting of Maisha at
which the audited accounts of Maisha for the year ending 31 August 2005 are
approved.


The Panel on Takeovers and Mergers has agreed, subject to the relevant
Resolution being passed on a poll of shareholders independent of the Concert
Party in general meeting to waive the obligation on the Concert Party to make a
general offer to shareholders under Rule 9 of the City Code on Takeovers and
Mergers which would otherwise arise as a result of the issue of the Initial
Consideration Shares and the issue of any Deferred Consideration Shares to the
Vendors. Jackal Investments Limited, in which Mumtaz Khan, a member of the
Concert Party, is beneficially interested, will not be entitled to vote on the
relevant Resolution.


Under the Listing Rules of the UK Listing Authority, the Acquisition represents
a reverse takeover and, accordingly, listing of the Ordinary Shares on the
Official List and dealings in the Ordinary Shares on the London Stock Exchange's
market for listed securities have been suspended pending publication of a
circular to shareholders containing information relating to the Acquisition,
together with notice of an Extraordinary General Meeting at which shareholders'
approval of the Acquisition will be sought. It is expected that the circular to
shareholders will be published on 25 July 2003 and that the suspensions will be
lifted with effect from 8.00 a.m. on 28 July 2003.


The Directors and the Proposed Directors consider that AIM will be more
appropriate for the size and stage of development of the Maisha following
completion of the Acquisition than the Official List and, accordingly,
conditional upon completion of the Acquisition, Maisha intends to apply for
cancellation of the listing of the existing issued Ordinary Shares and for
admission of the Initial Consideration Shares and the existing issued Ordinary
Shares to AIM.




24 July 2003


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

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