CTP.L Regulatory News (CTP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

17 September 2012

RECOMMENDED ACQUISITION OF MAXIMA HOLDINGS PLC

BY REDSTONE PLC AND PLACING

The Independent Maxima Directors and the board of directors of Redstone are pleased to announce that they have reached agreement on the terms of a recommended acquisition of Maxima by Redstone, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006. Under the terms of the Scheme, Maxima Shareholders will receive 28 New Redstone Shares for each Scheme Share held by them.

The acquisition of Maxima fits with Redstone's strategy to be a leading provider of network based end to end managed services and technology and infrastructure solutions and the combination will create an independent UK managed services provider with enhanced revenues, customer scale and technical ability. The combination of the businesses is complementary in terms of technical capabilities and should provide good potential for cross selling into each company's respective client bases.

Redstone will, conditional upon, inter alia, the Scheme becoming effective, raise approximately £3,000,000 before expenses by means of a placing of new Redstone Shares at 1 pence per Redstone Share, representing a premium of 27.4 per cent. to the Closing Price of 0.785 pence per Redstone Share on 14 September 2012 (being the last practicable date prior to the date of this Announcement). The Placing will be used to fund the implementation of the synergies between the businesses of Redstone and Maxima identified by the Redstone Board, as well as to meet the costs associated with the Acquisition and to provide the Enlarged Group with general working capital.

Redstone will convene a general meeting at which resolutions to approve the Placing will be put to shareholders and a circular, providing further details of the Placing and the Scheme and the Scheme's effect on Redstone, will be circulated to Redstone Shareholders shortly.

Summary and highlights

Acquisition

·; Under the terms of the Scheme, Maxima Shareholders will receive 28 New Redstone Shares for each Scheme Share held, which, based on the Placing Price, represents a premium of approximately:

o 38.3 per cent. to the Closing Price of 20.25 pence per Maxima Share on 14 September 2012 (being the last practicable date prior to the date of this Announcement); and

o 18.3 per cent. to the average Closing Price of 23.67 pence per Maxima Share over the three month period ended on and including 14 September 2012.

·; Based on the Placing Price, the Acquisition values the entire existing issued ordinary share capital of Maxima at approximately £9.9 million and each Maxima Share at 28 pence. Based on Maxima's reported net debt at 31 May 2012 of £3.9 million, the Acquisition represents an enterprise value for Maxima of approximately £13.8 million.

·; Material cost savings are expected, estimated to be in the region of £2.3 million.

·; Maxima's Indian operations are expected to deliver significant service and cost benefits to the Enlarged Group.

·; The Acquisition is expected to be earnings enhancing for the Enlarged Group following implementation of cost synergies identified. *

·; The Enlarged Group will be better positioned to capitalise on growth opportunities in managed IT services and cloud computing.

·; The Acquisition has been approved by Barclays Bank plc, who has conditionally agreed to provide a new facility to the Enlarged Group.

·; The Independent Maxima Directors, who have been so advised by Oakley Capital, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Oakley Capital has taken into account the commercial assessments of the Independent Maxima Directors. In addition, the Independent Maxima Directors consider the terms of the Acquisition to be in the best interests of Maxima Shareholders as a whole.

·; The Maxima Directors have irrevocably undertaken to vote in favour of the Acquisition and Scheme Resolutions in respect of their entire beneficial shareholdings in Maxima, amounting to, in aggregate, 3,582,651 Maxima Shares, representing approximately 10.2 per cent. of the existing issued ordinary share capital of Maxima.

·; Certain other significant shareholders of Maxima have also irrevocably undertaken to vote in favour of the Acquisition and Scheme Resolutions in respect of a total of 11,554,062 Maxima Shares, representing approximately 32.8 per cent. of the existing issued ordinary share capital of Maxima.

·; Irrevocable undertakings to vote in favour of the Redstone Resolutions at the Redstone General Meeting have been secured from the holders of 612,056,552 Redstone Shares (including all Redstone Directors) representing approximately 19.7 per cent. of the Redstone Shares in issue at the date of the Scheme Document.

* This statement is not intended to be a profit forecast, nor should it be interpreted to mean that the future earnings per share of Redstone will necessarily match or exceed the historical earnings per share of Redstone or Maxima.

Placing

·; The Placing Price represents a 27.4 per cent. premium to the Closing Price of 0.785 pence per Redstone Share on 14 September 2012 (the Business Day prior to this announcement).

·; The Placing proceeds will be used to fund the implementation of the synergies between the businesses of Redstone and Maxima identified by the Redstone Board, as well as to meet the costs associated with the Acquisition and to provide the Enlarged Group with general working capital.

·; The Placing is conditional upon, inter alia, the Scheme becoming effective, the resolutions to be put to Redstone Shareholders at the Redstone General Meeting being passed and Admission becoming effective on or before 8.00 a.m. on 12 November 2012.

·; MXC Capital, representing the interests of Ian Smith and Tony Weaver, has agreed to invest £550,000 though the subscription of 55,000,000 Redstone ordinary shares in the Placing at the Placing Price. Upon Completion of the Acquisition and Admission, MXC Capital, and Ian Smith's self invested personal pension plan will be interested in 730,298,676 Redstone Shares representing 16.6 per cent. of the enlarged issued share capital of Redstone. Ian Smith is Executive Chairman of Maxima and a non-executive director of Redstone. Tony Weaver is Chief Executive Officer of Redstone.

·; The participation in the Placing by MXC Capital, representing the interests of Ian Smith and Tony Weaver (directors of Redstone), is deemed to be a related party transaction under the AIM Rules. In addition, the Acquisition is deemed to be a related party transaction under the AIM Rules as Ian Smith is a director of, and MXC Capital has shareholdings in, both Redstone and Maxima (together, the "Proposals"). The Independent Redstone Directors, who have been so advised by Redstone's nominated adviser, finnCap, believe that the terms of the Proposals are fair and reasonable so far as the Redstone Shareholders are concerned.

Commenting on the Acquisition:

Richard Ramsay, Non-Executive Chairman of Redstone, said:

"I am pleased to announce the proposed Acquisition which the Board of Redstone believes will confer benefits to shareholders of both Redstone and Maxima. The Enlarged Group will benefit from enhanced scale, an enlarged client base with increased cross selling opportunities, a broader technical offering and a reduced cost base. We are excited by the opportunities for the Enlarged Group to capitalise on its position as a leading independent UK managed services provider and to deliver healthy profit margins. I would like both to thank Redstone's institutional shareholders for their support in our Placing and the Acquisition and to welcome Maxima's shareholders on to the register. The Placing Price conveys the continued strong support we have enjoyed from a high quality investor base."

Michael Brooke, Senior Non Executive Director of Maxima, said:

"The proposed Acquisition enables Maxima Shareholders to benefit from the cost savings that will become available from a combination of the two groups, whilst also benefiting from being part of a larger business, better placed to exploit growth in the managed IT services and cloud computing market. Having fully explored potential disposal options for Maxima's core Managed Services, Infrastructure and Applications division, the Independent Maxima Directors believe that the proposed terms of the Acquisition would result in a better financial return for Maxima Shareholders and which fairly reflects the potential benefits of combining the two businesses. The Maxima Independent Directors therefore urge Maxima Shareholders to vote in favour of the Acquisition and the Scheme Resolutions to be proposed at the Court Meeting and General Meeting."

Expected Timetable

The following dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the associated reduction in capital.

The Court Meeting and the Maxima General Meeting will each be held at the offices of Olswang LLP, 90 High Holborn, London WC1V 6XX, United Kingdom.

Enquiries:

For further information, please contact:

Redstone plc

Tony Weaver, CEO / Peter Hallett, CFO Tel. +44 (0)845 201 000

finnCap 

(financial adviser to Redstone) Tel. +44 (0)20 7220 0500

Marc Young / Charlotte Stranner

Newgate Threadneedle

(public relations adviser to Redstone) Tel. +44 (0)20 7653 9850

Josh Royston / Guy McDougall

Maxima Holdings plc

Michael Brooke - Senior Non Executive Director Tel: +44 (0)1242 211 211

David Memory - Chief Financial Officer

Oakley Capital Limited

(financial adviser to Maxima)

Chris Godsmark / Chris Brooks Tel: +44 (0)20 7766 6900

Cenkos

(Nominated adviser to Maxima)

Stephen Keys / Adrian Hargrave Tel: +44 (0)20 7397 8900

MHP Communications

(public relations adviser to Maxima)

Reg Hoare / Vicky Watkins Tel: +44 (0)20 3128 8100

This summary should be read in conjunction with the full text of this Announcement. The Scheme will be subject to the conditions set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document when issued. Appendix II contains definitions of certain expressions used in this summary and in this Announcement.

This Announcement is for information purposes only and is not intended and does not constitute or form part of an offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Scheme or otherwise. The Acquisition will be made solely by the Scheme Document and the accompanying Forms of Proxy which will contain the full terms and conditions of the Scheme.

Oakley Capital is acting for Maxima and no one else in connection with the Scheme and will not regard any other person as its client nor be responsible to anyone other than those persons for providing the protections afforded to clients of Oakley Capital nor for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement. Oakley Capital is authorised and regulated by the Financial Services Authority in respect of regulated activities.

Cenkos Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Maxima and no one else in connection with the Scheme and will not be responsible to anyone other than Maxima for providing the protections afforded to clients of Cenkos Limited or for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Redstone and no one else in connection with the Scheme and will not be responsible to anyone other than Redstone for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Scheme, the contents of this Announcement or any other matters referred to in this Announcement.

This Announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Overseas Shareholders

The distribution of this Announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

The Acquisition relates to the acquisition of shares in a UK public company and is proposed to be made by means of a scheme of arrangement under Part 26 of the 2006 Act. In particular, with respect to investors in the United States, a transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US tender offer rules. Financial information on the Maxima Group included in the relevant documentation has been prepared in accordance with accounting standards applicable to listed companies in the UK, being IFRS as adopted by the European Union. These may not be comparable to the financial statements of US companies.

This document is not an offer of securities for sale in the United States. The New Redstone Shares which will be issued in connection with the Acquisition have not been, will not be and are not required to be registered with the US Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state, district or other jurisdiction of the United States, and may not be offered, sold, delivered or transferred except pursuant to an available exemption from or in a transaction not subject to the registration requirements of the US Securities Act and applicable US state securities laws. It is expected that the New Redstone Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) of that Act. To qualify for the exemption from the registration requirements of the US Securities Act, Maxima will advise the Court that Redstone will rely on the section 3(a)(10) exemption based on the Court's sanctioning of the Scheme, which will be relied upon by Redstone as an approval of the Scheme following a hearing upon the fairness of the terms and conditions of the Scheme to Scheme Shareholders at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.

Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the New Redstone Shares or passed an opinion upon the fairness or merits of such securities or upon the accuracy or adequacy of the disclosures contained in this document. Any representation to the contrary is a criminal offence in the United States.

Forward-looking statements

This Announcement includes certain "forward-looking" statements with respect to the financial condition, results of operations and business of Maxima and/or Redstone and certain plans and objectives of the board of directors of Maxima and Redstone with respect thereto. The forward-looking statements contained herein may include statements about the expected effects on Maxima or Redstone of the Acquisition, the expected timing and scope of the Acquisition, anticipated earnings enhancements and other strategic options, as well as other statements in this Announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. These statements are based on assumptions and assessments made by the boards of directors of Maxima or Redstone in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. They have not been reviewed by the auditors of Maxima or Redstone. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

All subsequent oral or written forward-looking statements attributable to Maxima or Redstone or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this Announcement are based on information available to Maxima or Redstone on the date of this Announcement and are made only as of the date of this Announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the Code and the AIM Rules, neither Maxima or Redstone intend, or undertake any obligation, to update any information contained in this Announcement.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Opening Position Disclosure

Redstone is, on the same date as the date of this announcement, disclosing the details required to be disclosed by it under Rule 8.1(a) of the Code.

Information relating to Maxima Shareholders

Addresses, electronic addresses and certain information provided by Maxima Shareholders, persons with information rights and other relevant persons for the receipt of communications from Maxima may be provided to Redstone during the Offer Period as requested under Section 4 of Appendix 4 to the Code.

Publication on website and availability of hard copies

A copy of this announcement will be made available free of charge, at www.Redstone.com and www.Maxima.co.uk by no later than 12.00 noon on 17 September 2012 and will be available during the course of the Scheme. You may request a hard copy of this Announcement, free of charge, by contacting David Memory, the Company Secretary of Maxima, on +44 118 923 5150. You may also request that all future documents, announcements and information sent to you in relation to the Scheme should be in hard copy form.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this Announcement.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Maxima confirms that at the date of this Announcement, there are 35,261,402 Maxima Shares in issue and admitted to trading on AIM. The ISIN of the Maxima Shares is GB00B034R743.

In accordance with Rule 2.10 of the Code, Redstone confirms that at the date of this Announcement, there are 3,102,419,622 Redstone Shares in issue and admitted to trading on AIM. The ISIN of the Redstone Shares is GB00B1VGFJ71.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

17 September 2012

RECOMMENDED ACQUISITION OF MAXIMA HOLDINGS PLC

BY REDSTONE PLC

1. Introduction

Maxima and Redstone announce that the Independent Maxima Directors and the board of directors of Redstone have reached agreement on the terms of a recommended acquisition of Maxima by Redstone.

The board of directors of Maxima has determined that Ian Smith is not independent for the purposes of considering and recommending the Acquisition. Ian Smith is on the board of directors of both Redstone and Maxima and also holds shares in both companies. Accordingly, it has been agreed that a committee of the independent directors of Maxima be formed for these purposes comprising David Memory, Michael Brooke and Robin Williams. Ian Smith has absented himself from the deliberations of the Maxima Board concerning the Acquisition.

The Independent Maxima Directors, who have been so advised by Oakley Capital, consider the terms of the Acquisition to be fair and reasonable to Shareholders. In providing its advice, Oakley Capital has taken into account the commercial assessments of the Independent Maxima Directors.

The Independent Maxima Directors are unanimously recommending that Shareholders vote in favour of the Scheme at the Court Meeting and at the Maxima General Meeting, which will shortly be convened, as the Independent Maxima Directors have irrevocably agreed to do (or procure to be done) in respect of the Maxima Shares held beneficially by them.

2. Summary of the terms of the Acquisition

The Acquisition is to be implemented by means of a scheme of arrangement between the Company and the Scheme Shareholders under Part 26 of the 2006 Act and involves a reduction of capital under section 641 of the 2006 Act. The Scheme will require the approval of the Scheme Shareholders at a meeting to be convened by the Court and the subsequent sanction of the Court. The Scheme involves a Reduction of Capital and the reduction of Capital requires the approval of Maxima Shareholders at the General Meeting and the subsequent confirmation of the Court. Once the Scheme becomes Effective, the terms will be binding on all Scheme Shareholders whether or not they voted in favour of the Scheme.

Under the terms of the Scheme, which inter alia is subject to the satisfaction (or, where applicable, waiver) of the Conditions set out in Appendix I and further terms which will be set out in the Scheme Document, the Scheme Shares will be cancelled and, upon the Scheme becoming Effective, Scheme Shareholders at the Scheme Record Time will receive:

for each Scheme Share 28 New Redstone Shares

Based on the Placing Price, the Acquisition values the entire existing issued ordinary share capital of Maxima at approximately £9.9 million and each Maxima Share at 28 pence. At the Placing Price, the Proposal represents a premiumof approximately:

·; 38.3 per cent. to the Closing Price of 20.25 pence per Maxima Share on 14 September 2012 (being the last practicable date prior to the date of the Announcement); and

·; 18.3 per cent. to the average Closing Price of 23.67 pence per Maxima Share over the three month period ended on and including 14 September 2012.

Prior to the announcement of the Acquisition, Redstone held no Maxima Shares. Redstone has not acquired any Maxima Shares since the date of the Announcement. Redstone has however, agreed to acquire, following the Maxima General Meeting but prior to the Scheme Record Time, and to hold until after the Effective Date, one fully paid Maxima Share.

The expected transaction timetable is set out above. It is expected that the Acquisition and the resolutions required to implement the Scheme will be put to Maxima Shareholders at the Court Meeting and at the Maxima General Meeting. Once these meetings have been convened, a further announcement in that regard will be made. It is expected that, subject to satisfaction or waiver of the Conditions, the Effective Date will be 12 November 2012. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted at the Court Meeting or the Maxima General Meeting. Further details of the Scheme, including the arrangements for settlement of the consideration payable to Scheme Shareholders, will be set out in the Scheme Document.

The last day of dealings in, and for registration of transfers of, Maxima Shares is presently expected to be 9 November 2012. No transfers of Maxima Shares will be registered after that date.

Subject to the satisfaction (or waiver) of all relevant Conditions, application will be made to the AIM team for the admission of Maxima Shares to trading on AIM to be cancelled and for Maxima shares to cease trading on AIM as of 7.00 a.m. (London time) on the Effective Date.

3. New Redstone Shares

The New Redstone Shares to be issued as consideration for the Acquisition will be ordinary shares of 0.1 pence each in the capital of Redstone, being the same class of shares and having the same rights as the existing Redstone Shares. Fractions of New Redstone Shares will not be allotted or issued pursuant to the Acquisition.

The New Redstone Shares will be admitted to trading on AIM and will be issued free from all liens, charges, encumbrances and other third party rights and/or interests of any nature whatsoever. It is expected that, in respect of the New Redstone Shares to be issued, Admission will become effective and that dealings for normal settlement in the New Redstone Shares will commence on 12 November 2012.

The New Redstone Shares will be issued in registered form, will be capable of being held in both certificated and uncertificated form, will be issued credited as fully paid and will rank pari passu in all respects with the existing Redstone Shares, including as to voting rights and the right to receive and retain all dividends and other distributions declared, paid or made after the Effective Date. The New Redstone Shares will be denominated in pounds sterling.

The New Redstone Shares will be issued following implementation of the Scheme to Maxima Shareholders on the register immediately following the Scheme Record Time.

4. Conditions to the Acquisition

The implementation of the Acquisition will be subject to satisfaction or waiver of the Conditions (set out in Appendix I). To become Effective, the Acquisition requires, amongst other things:

·; the approval of the Scheme at the Court Meeting by the necessary majority of the Scheme Shareholders present and voting, either in person or by proxy;

·; the passing of the Special Resolution at the Maxima General Meeting;

·; the Court sanctioning the Scheme at the Scheme Court Hearing and confirming the Reduction of Capital at the Reduction Court Hearing;

·; approval by the holders of Redstone Shares of the Redstone Resolutions;

·; the London Stock Exchange agreeing to the admission of the New Redstone Shares to trading on AIM; and

·; the satisfaction or waiver of the other Conditions.

5. Background to and reasons for the Independent Maxima Directors' recommendation of the Acquisition

During the two financial years ending 31 May 2011, Maxima experienced continued challenging conditions in its principal markets. Maxima announced on 14 April 2011 that the financial outcome for the year was expected to be lower than expectations that were set at the start of the year. Although operational corrective actions were taken to address these challenges, including investment in new technologies and capabilities to enhance growth, the Maxima board decided that greater shareholder value would be achieved through more fundamental change. The board announced a strategic review, considering potential new strategic partnerships, options to support the Company's growth plans, or a sale of all or part of the business.

Following discussions with potential offerors for Maxima over the summer of 2011, it was announced on 13 September 2011 that the Maxima board had concluded that a sale of the Maxima Group at that time was not in the best interests of shareholders. On 18 October 2011, Maxima announced that the board had completed its strategic review and concluded that the best value for shareholders could be realised through the sale of what the board considered to be non-core operating units. Ian Smith, having been appointed non-executive director by the board on 19 September 2011, was appointed Executive Chairman on 18 October 2011 to execute the disposal strategy and to lead a fundraising of £1.9 million to finance the restructuring.

The majority of the sub-divisions of Maxima's Business Solutions division were sold between December 2011 and May 2012. The Integrated Business Systems sub-division was sold to K3 for £1.6 million, the SAPB1 sub-division was sold for £45,000 and the Document Management Services, Intellect and Microsoft sub-divisions were sold to M-Hance Group Limited for £6.8 million. On 11 May 2012, Maxima also sold Maxima Managed Services Ireland Limited, which was Maxima's only remaining business with sales operations outside the UK.

The purpose of these disposals was to downsize the Business Solutions division and to enable Maxima to focus on its Managed Services, Infrastructure and Applications ("MSIA") business which provides a cloud computing platform, hosting application management and managed services to its client base. Proceeds from the disposals were used to reduce Maxima's debt.

Oakley Capital carried out a review of the MSIA division at the end of 2011, which included potentially finding a trade buyer for MSIA. Interest in acquiring the MSIA division from Maxima was expressed by several parties during the first half of 2012. The board of Maxima considered the advantages and disadvantages for the Company and Maxima Shareholders of selling the MSIA division and, with Oakley Capital, reviewed other considerations including the quantum of the corporation tax charge which would be incurred in selling the MSIA division and the amount of cash which could be returned to Maxima Shareholders following a sale of the MSIA division. The Maxima board also considered the prospects for Maxima as a public company after a sale of the MSIA division, its principal trading business, when considered in the context of the ongoing costs associated with Maxima being quoted on AIM.

Redstone was one of the parties that had expressed an interest in acquiring the MSIA division, and during these discussions approached the board of Maxima with an alternative proposal of acquiring the Maxima Group by way of an offer in exchange for an issue of New Redstone Shares (no other approach to acquire the Maxima Group by way of an offer having been received by the Maxima board). Having considered all of the factors associated with the sale of the MSIA division, the Maxima directors concluded that the sale of the Maxima Group would result in a better financial return for Maxima Shareholders.

Through being able to exchange their Maxima Shares for New Redstone Shares, Maxima Shareholders have the opportunity to benefit from the cost savings that will become available through the integration of the two groups as well as benefiting from being part of a larger business that is better positioned to capitalise on the growth in the IT managed services sector as a result of its broader and more varied product offering.

Negotiations with Redstone have resulted in the proposed recommended acquisition of Maxima by Redstone at an exchange ratio of 28 Redstone Shares for each Maxima Share.

At the Closing Price of 0.785 pence per Redstone Share on 14 September 2012 being the last Business Day prior to the date of this announcement, the Acquisition represents:

·; an equity value of approximately £7.8 million for the entire issued and to be issued share capital of Maxima and, based on Maxima's reported net debt at 31 May 2012 of £3.9 million, the Acquisition represents an enterprise value of approximately £11.6 million, equating to 6.6 times Maxima's EBITDA from continuing operations (pre exceptionals and share based credit) of £1.8 million for the year ended 31 May 2012;

·; a premium of 8.5 per cent. to the Closing Price of 20.25 pence per Maxima Share on 14 September 2012 being the last Business Day prior to the date of this announcement; and

·; a discount of 7.2 per cent. to the average Closing Price of 23.67 pence per Maxima Share over the three months period ending on and including 14 September 2012.

Today, Redstone has also announced the Placing. At the Placing Price, and the exchange ratio of 28 Redstone Shares for each Maxima Share, the Acquisition represents:

·; an equity value of approximately £9.9 million for the entire issued and to be issued share capital of Maxima;

·; a premium of 38.3 per cent. to the Closing Price of 20.25 pence per Maxima Share on 14 September 2012 being the last Business Day prior to the date of this announcement; and

·; a premium of 18.3 per cent. to the average Closing Price of 23.67 pence per Maxima Share over the three months period ending on and including 14 September 2012.

In considering whether to recommend the Acquisition, the Maxima Independent Directors have determined that:

·; the Acquisition provides Maxima Shareholders with the opportunity to share in the cost synergies expected to arise from the combination, and the upside from being a shareholder in a business that is better positioned to take advantage of the growth opportunity in managed IT services and cloud computing; and

·; the terms of the Acquisition fairly reflect the potential benefits that can be derived from combining the Maxima and Redstone businesses, without the additional complications associated with financing cost savings and, following any successful sale of the MSIA division only (had this route been taken), the sale of the remaining software businesses, the distribution of cash to shareholders and winding-up of the remaining Group companies.

Maxima has received no other expressions of interest from potential offerors since the all share approach from Redstone.

6. Irrevocable undertakings

The Maxima Directors have given irrevocable undertakings to Redstone to vote in favour of the Scheme at the Court Meeting and the Special Resolution at the Maxima General Meeting in respect of their entire beneficial holdings of Maxima Shares, a total of 3,582,651 Maxima Shares, representing approximately 10.2 per cent. of the existing issued ordinary share capital of Maxima

Certain other significant shareholders of Maxima have also given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Special Resolution at the Maxima General Meeting in respect of a total of 11,554,062 Maxima Shares, representing approximately 32.8 per cent. of the existing issued ordinary share capital of Maxima.

Redstone has therefore received total irrevocable undertakings in respect of 15,136,713 Maxima Shares representing, in aggregate, 42.9 per cent. of the existing issued ordinary share capital of Maxima.

The irrevocable undertakings given by the Maxima Directors remain binding in all circumstances, including in the event of a higher offer for Maxima being announced, unless the Scheme lapses or is withdrawn.

The irrevocable undertakings given by Maxima institutional shareholders are binding in all circumstances except in the event of a higher competing offer for Maxima being announced, which comprises:

·; a cash offer (or a cash or partial cash alternative to any securities exchange offer) in the equivalent or greater proportion per Maxima Share offered by Redstone and the value of such offer at the date of its announcement exceeds by more than ten per cent the value of the offer by Redstone; or

·; a securities exchange offer (without a cash alternative) involving the issue of securities of a class already admitted to trading on a securities exchange or market in the United Kingdom, the value of which as at the date of its announcement exceeds by more than ten per cent. the value of the offer by Redstone,

or if the Scheme does not become effective, lapses or is withdrawn.

Irrevocable undertakings to vote in favour of the Redstone Resolutions at the Redstone General Meeting have been secured from the holders of 612,056,552 Redstone Shares (including all Redstone Directors) representing approximately 19.7 per cent. of the Redstone Shares in issue at the date of the Scheme Document.

7. Information on the Maxima Group

Maxima is a provider of IT business systems and managed services to customers across the UK. The Maxima Group's IT Managed Services operations support various aspects of cloud computing delivery. Core Maxima services include virtualisation, web connectivity, application management, infrastructure management and IT outsourcing.

The Managed Services, Infrastructure and Applications ("MSIA") division provides:

·; infrastructure managed services for network connectivity and hosting;

·; application managed services for Oracle, mainframe and SQL systems;

·; managed security, unified communications and cloud services;

·; onshore and offshore 24 hour/365 day converged managed services; and

·; comprehensive physical infrastructure services.

8. Maxima current trading and prospects

Results for the year ending 31 May 2012

For the financial year ended 31 May 2012, from continuing operations, Maxima reported revenue of £28.2 million, gross profit of £15.7 million and loss after tax of £6.3 million. In the financial year ended 31 May 2011, from continuing operations, Maxima reported revenue of £32.7 million, gross profit of £20.2 million and loss after tax of £7.5 million. At 31 May 2012, Maxima had net debt of £3.9 million and net assets of £8.4 million, compared to net debt of £10.5 million and net assets of £14.9 million in the financial year ended 31 May 2012.

Operational Update

The MSIA division's revenues from continuing operations for the year ended 31 May 2012 were £23.7 million (£26.6 million for the year ending 31 May 2011), reflecting the loss of some customer contracts, which have not been compensated for by new business wins, in the period prior to the recent reorganisation and a reduction in revenue on continuing contracts. New contracts and renewals of existing contracts, accounting for over £10 million of annual turnover were signed in the last 4 months of the year and contracts representing a further £4 million of annual turnover have been signed more recently. Recurring revenues in this division accounted for 61 per cent. of turnover (at a gross margin of 59 per cent.), the annuity base has stabilised following three years of decline and the division is trading profitably. A number of the contracts which previously were identified at risk have been renewed and in some cases extended.

Outlook

Market conditions continue to be difficult. In many of the fields in which Maxima operates, the Maxima Group faces stiff competition and products are particularly price sensitive. The Maxima Group's strategy is to focus on fewer lines of business and to differentiate itself by, for example, expanding its offshore capability. In addition, Maxima has invested strongly in the creation of a resilient cloud environment and transition team, which has made good progress in both attracting new clients and renewing or transitioning existing client environments.

The contract base in the MSIA division has stabilised. However, the Maxima Group faces continued challenges in order to capitalise fully on all of the opportunities currently in front of it and to fund the necessary further reduction in its cost base.

9. Information on Redstone

Redstone is an integrated information communications technology ("ICT") managed services business, providing network based end to end managed services, technology and infrastructure solutions. This allows Redstone to supply comprehensive IT solutions to any organisation as a sole provider, simplifying the procurement process and offering a single point of accountability.

Redstone undertook major operational restructuring during the year to 31 March 2011; Redstone was still assimilating the impact of those structural changes in the financial year to 31 March 2012. A modest equity placing was undertaken by Redstone in August 2011, issuing 212 million new ordinary shares at a price of 1.25 pence, which raised approximately £2.4 million (net of expenses). The fundraising was significantly over subscribed and was conducted to provide funding to develop the Metropolitan Area Network ("MAN") in the Solent area, to further develop Redstone's shared service platform for Cloud based services, and to provide additional working capital. The Solent MAN became fully lit and operational in November 2011, Portsmouth City Council was connected as the first customer, and a strong business pipeline has been generated.

Redstone's Cambridge MAN continues to be enhanced as Redstone makes additional new generation services such as IaaS (Infrastructure as a Service), SaaS (Software as a Service) and DdoS (Distributed Denial of Service) protection live and available. The roadmap of services to be added to the platform is in continuous development.

In addition, and complementary to the enhanced MANs and development of the core network Redstone recently completed a fourth data centre in Hertfordshire, leased within an existing tier III data centre. This new data centre provides both the capacity to support the expansion of Redstone's cloud services offering, and greater resilience for mission critical services provided to existing customers.

On 21 June 2012, Redstone signed a new £15.5 million Revolving Credit Facility ("RCF") with Barclays Bank PLC. The granting of the new RCF marked the return to normalised banking following the comprehensive restructuring of Redstone which was completed in 2011, during which Barclays Bank PLC played a crucial supportive role.

In the year to 31 March 2012, set against a difficult market backdrop, Redstone maintained overall revenues at £67.2 million (£67.1 million for the year ending 31 May 2011) while delivering significant growth in profitability. Adjusted EBITDA (before net finance costs, tax, depreciation, amortisation, integration & strategy costs and share based payments), increased to £5.2 million (£1.1 million for the year ending 31 May 2011) reflecting a stable gross margin of 46.6 per cent. (46.9 per cent. for the year ending 31 May 2011) and operating cost (aggregate selling, distribution and administrative costs) reductions of £5.2 million to £31.6 million (£36.8 million for the year ending 31 May 2011).

The substantial increase in adjusted EBITDA translated into a similar reduction in operating loss, from a reported £5.3 million operating loss for the year ending 31 May 2011 to an almost break even £0.2 million loss in the financial year ended 31 March 2012.

In turn, the total loss for the year reduced by £9.4 million or 85.6 per cent. to £1.6 million (loss £11.0 million for the year ending 31 May 2011), as the impact of losses from discontinued businesses reduced to £0.9 million (loss £5.1 million for the year ending 31 May 2011).

Implementation of the Scheme requires that up to 987,319,256 New Redstone Shares be allotted to the holders of Scheme Shares. Accordingly, and as Redstone currently has insufficient authorities to allow it to effect the allotment of such number of New Redstone Shares, a general meeting of the holders of Redstone Shares is to be convened at which resolutions to authorise the allotment of New Redstone Shares on a non-pre-emptive basis will be put to the holders of Redstone Shares for approval.

Irrevocable undertakings to vote in favour of the Redstone Resolutions at the general meeting of Redstone have been secured from the holders of 612,056,552 Redstone Shares (including all Redstone Directors) representing approximately 19.7 per cent. of the Redstone Shares in issue at the date of this announcement.

10. Redstone's strategic plans for Maxima and its intentions regarding Maxima's Directors, management and employees

The Enlarged Group will be a focused managed services business with a diversified customer base across a number of industry sectors. Both Redstone and Maxima have complementary managed services offerings with potential for the cross selling of services and the potential to improve margins through increased operational leverage.

The combination of the two businesses will also strengthen the technical capabilities of the Enlarged Group. The addition of the Maxima cloud platform capability will enhance Redstone's cloud managed services proposition and credibility. The board of Redstone expects that this will provide leverage to accelerate the take-up of services by Redstone's clients and will allow Redstone to bid on projects which it would have previously not been qualified to tender for. The Redstone board also believes that Maxima's Indian subsidiary, HCI Solutions Private Ltd, will deliver significant service and cost benefits to the Enlarged Group.

The Redstone board expects the combination of two relatively small independent quoted companies into the Enlarged Group to offer shareholders of both Redstone and Maxima material cost savings. Redstone has estimated that these cost savings could be in the region of £2.3 million on an annualised basis (made up of £0.9 million of costs associated with Maxima being listed and £1.4 million of other operational savings). These cost savings have been identified on a basis of the planned consolidation of the managed services operations and the Enlarged Group operating under one board and its associated PLC running costs.

The board of Redstone believes that there is duplication in the business operations of Redstone and Maxima. Following completion of the Acquisition the board of the Enlarged Group intends to conduct a formal review to identify and remove these duplicated roles. While no firm decisions have yet been made, the board of directors of Redstone intends to consider carefully the findings of the operational review, and it is likely that the Enlarged Group will operate from fewer permanent locations in the future.

The Redstone board believes that potential further cost synergies could be identified in the Enlarged Group's cloud platform and in the operational management teams.

It is intended that the data centre assets of Redstone and Maxima will be consolidated. Maxima currently operates from six separate data centre locations, and its cloud platform could be better located. It is therefore planned to relocate part of the current cloud platform into the Redstone Hoddesdon data centre, thus saving duplicated costs where possible. Over time, it is planned to consolidate the remaining data centres.

The board of Maxima has received assurance from Redstone that the existing employment rights, including pension rights, of the directors, management and employees of Maxima will be fully safeguarded following the Scheme becoming unconditional.

11. Financial effects of the Acquisition

The Scheme is expected by the Board of Redstone to be earnings enhancing for the Enlarged Group following the implementation of certain identified and to be identified cost savings. Redstone has received the written consent of Barclays Bank plc to the Proposal; the terms of the £15,500,000 senior revolving facility entered into with the bank will be amended and restated to reflect the terms of the Acquisition. This statement is not intended to be a profit forecast, nor should it be interpreted to mean that the future earnings per share of Redstone will necessarily match or exceed the historical earnings per share of Redstone or Maxima.

12. Maxima Share Schemes

Awards made to Maxima employees and directors under the LTIP will become exercisable on the date that the Scheme is sanctioned by the Court only if the performance conditions applied to the awards when they were granted have been met for a period determined by the remuneration committee of the directors of Maxima. The remuneration committee has determined that the performance conditions applied to the outstanding LTIP awards have not been met and cannot be met and, consequently, the LTIP awards shall lapse with effect from the Effective Date. Some of the participants in the LTIP have also received options under the CSOP.

Under the Sharesave Scheme and CSOP, share options granted to Maxima employees and Directors will become exercisable for a period specified in the scheme rules from the date that the Scheme is sanctioned by the Court. Any such share options not so exercised will lapse at the end of such period (or earlier, if agreed with each Maxima option holder).

The value based on the Closing Price on 14 September 2012 of the 28 Redstone Shares to be received for each Maxima Share pursuant to the Acquisition is less than the exercise price of any outstanding share options over Maxima Shares. It is therefore expected that the holders of share options will not choose to exercise them and that the options will lapse at the end of the specified period following the Scheme being sanctioned by the Court (or earlier, if agreed with each option holder).

Any Maxima Shares issued pursuant to the exercise of options under the Maxima Share Schemes prior to the Scheme Record Time will however be subject to the terms of the Scheme.

13. The Court Meeting and the Maxima General Meeting

Notices to convene the Court Meeting and the Maxima General Meeting will be included in the Scheme Document. The purpose of the Court Meeting is to seek the approval of Scheme Shareholders for the Scheme (with or without modification). The purpose of the Maxima General Meeting is to consider and, if thought fit, pass the Special Resolution (which requires votes in favour representing at least 75 per cent. of the votes cast) to:

·; authorise the Maxima Directors to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;

·; approve the cancellation of Maxima share capital in accordance with the Scheme, the capitalisation of the reserve arising upon the cancellation of the Scheme Shares and the subsequent issue of Maxima New Shares to Redstone (or its nominee(s)) in accordance with the Scheme;

·; authorise the Maxima Directors pursuant to section 551 of the 2006 Act to allot Maxima Shares; and

·; approve certain amendments to Maxima's articles of association.

14. Delisting and cancellation of admission of Maxima Shares to trading on AIM

Upon the Scheme becoming Effective, Redstone intends to procure that Maxima cancels admission to trading in Maxima Shares on AIM.

It is anticipated that cancellation of admission of Maxima Shares to trading on AIM will take effect on or shortly after the date that the Scheme becomes Effective.

15. Recommendation

The Independent Maxima Directors, who have been so advised by Oakley Capital, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Oakley Capital has taken into account the commercial assessments of the Independent Maxima Directors. In addition, the Independent Maxima Directors consider the terms of the Acquisition to be in the best interests of Maxima Shareholders as a whole.

Accordingly, the Independent Maxima Directors unanimously intend to recommend Maxima Shareholders to vote in favour of the Acquisition and the Resolutions to be proposed at the Court Meeting and the Maxima General Meeting, as: (i) they have irrevocably undertaken to do in respect of their entire beneficial shareholdings amounting to, in aggregate, 149,318 Maxima Shares, representing approximately 0.4 per cent. of the existing issued ordinary share capital of Maxima as at 14 September 2012 (being the last Business Day prior to the date of this announcement); and (ii) certain major shareholders of Maxima have irrevocably undertaken to do in respect of their shareholdings further details of which are set out in paragraph 6 above.

16. Expected timetable for posting of Scheme Document

It is anticipated that the Scheme Document, which will include notices to convene the Court Meeting and the Maxima General Meeting, will be posted to Maxima Shareholders on 24 September 2012.

17. General

There are no agreements or arrangements to which Redstone is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Acquisition

Neither Redstone nor any person acting in concert with Redstone has any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert.

Your attention is drawn to the further information contained in the Appendices which form part of this announcement.

The conditions to the Acquisition and a summary of further terms in relation to the Acquisition set out in Appendix I to this announcement form part of, and should be read in conjunction with, this announcement.

Appendix II to this announcement contains definitions of certain terms used in this announcement.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

18. Documents available for inspection

A copy of this announcement and the irrevocables referred to in paragraph 6 above will be available for inspection on Redstone's website (www.redstone.com).

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Section A: Conditions

1. The Proposal will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the City Code, by no later than the Long Stop Date or such later date (if any) as Redstone and Maxima may, with the consent of the Panel, agree and (if required) the Court may approve.

2. The Scheme will be conditional upon satisfaction of the following Conditions:

2.1 approval of the Scheme by a majority in number of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting or at any adjournment of any such meeting, representing no less than 75 per cent. in value of the Scheme Shares so voted;

2.2 the Special Resolutions being duly passed by the requisite majority at the General Meeting or at any adjournment thereof;

2.3 the sanction of the Scheme and the confirmation of the Reduction of Capital by the Court (in each case without modification or with modification as agreed by Redstone and Maxima) and the delivery for registration of each of the Court Orders to the Registrar of Companies in England and Wales and the registration by the Registrar of Companies in England and Wales of the Reduction Court Order if so ordered; and

2.4 the Redstone Resolutions being duly passed at the Redstone General Meeting, or any adjournment thereof.

3. In addition, the Scheme will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such Conditions have been satisfied (or, where applicable, waived):

3.1 no Third Party (as defined below) having intervened and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which is or is likely to be material in the context of the Proposal which would or might reasonably be expected to:

3.1.1 make the Scheme, its implementation or the acquisition or proposed acquisition by Redstone of any Maxima Shares or other securities in, or control of, Maxima or any member of the Maxima Group void, illegal or unenforceable in any jurisdiction, or otherwise, directly or indirectly, restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Scheme or such acquisition, or otherwise impede, challenge or interfere with the Scheme or such acquisition, or require amendment to the terms of the Scheme or the acquisition or proposed acquisition of any Maxima Shares or the acquisition of control or management of Maxima or the Maxima Group by Redstone or any member of the Redstone Group;

3.1.2 limit or delay, or impose any material limitations on, the ability of any member of the Redstone Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares, loans or other securities convertible into Maxima Shares in, or to exercise voting or management control over, any member of the Maxima Group;

3.1.3 require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Redstone Group of any shares or other securities in Redstone;

3.1.4 require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Maxima Group or by any member of the Redstone Group of all or any portion of their respective businesses, assets or properties or limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;

3.1.5 except pursuant to the Scheme or sections 974-991 of the 2006 Act, require any member of the Redstone Group or of the Maxima Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Maxima Group or the Redstone Group owned by any third party;

3.1.6 limit the ability of any member of the Redstone Group to conduct or integrate or co‑ordinate its business, or any material part of it, with the businesses or any part of the businesses of any other member of the Redstone Group or of the Maxima Group;

3.1.7 otherwise adversely affect any or all of the business, assets, profits, financial or trading position or prospects of any member of the Redstone Group or of the Maxima Group in each such case to the extent that it is material in the context of the Maxima Group and/or the Redstone Group taken as a whole,

and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction in respect of the Scheme or the Proposal having expired, lapsed or been terminated;

3.2 all notifications and filings which are necessary or are reasonably considered appropriate by Redstone having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with or obtained on terms and in a form reasonably satisfactory to Redstone, in each case (and to the extent that it is material in the context of the Proposals as a whole) in connection with the Scheme or the Proposal or the acquisition or the proposed acquisition of any Maxima Shares or other securities in, or control or management of, Maxima or any other member of the Maxima Group or the carrying on by any member of the Maxima Group of its business, unless otherwise waived by Redstone, and no temporary restraining order, preliminary or permanent injunction or other order having been issued and being in effect by a court or other Third Party of competent jurisdiction which has the effect of making the Scheme or the Proposal illegal or otherwise prohibiting the consummation of the Scheme or the Proposal;

3.3 all Authorisations which are necessary or are reasonably considered necessary or appropriate by Redstone in any relevant jurisdiction for or in respect of the Scheme or the Proposal or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Maxima or any other member of the Maxima Group by any member of the Redstone Group or the carrying on by any member of the Maxima Group of its business having been obtained, in terms and in a form reasonably satisfactory to Redstone, from all appropriate Third Parties or from any persons or bodies with whom any member of the Maxima Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same in connection with the Scheme or the Proposal;

3.4 since 31 May 2012 in the case of Maxima, and 31 March 2012 in the case of Redstone, and except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Maxima Group or the Redstone Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Scheme or the Proposal or the acquisition or proposed acquisition of any Maxima Shares or other securities in, or control of, Maxima or any other member of the Maxima Group or the Redstone Group by any member of the Redstone Group or otherwise, could or might reasonably be expected to result in:

3.4.1 any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Maxima Group or Redstone Group (other than trade creditors in the ordinary course of business) being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date or the ability of any member of the Maxima Group or Redstone Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn;

3.4.2 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Maxima Group or Redstone Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

3.4.3 any such arrangement, agreement, licence, permit, franchise or other instrument, or the rights, liabilities, obligations or interests of any member of the Maxima Group or Redstone Group thereunder, being, or becoming capable of being, terminated or materially and adversely modified or affected or any material adverse action being taken or any obligation or liability arising thereunder;

3.4.4 any material asset or material interest of any member of the Maxima Group or Redstone Group being or falling to be disposed of or ceasing to be available to any member of the Maxima Group or Redstone Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Maxima Group or Redstone Group otherwise than in the ordinary course of business;

3.4.5 any member of the Maxima Group or the Redstone Group ceasing to be able to carry on business under any name under which it presently does so;

3.4.6 the creation of material liabilities (actual or contingent) by any member of the Maxima Group or the Redstone Group other than in the ordinary course of business;

3.4.7 the rights, liabilities, obligations or interests of any member of the Maxima Group or the Redstone Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or materially and adversely modified or affected; or

3.4.8 the financial or trading position or the prospects or the value of any member of the Maxima Group being prejudiced or materially and adversely affected; and

3.4.9 except as aforesaid, no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would be reasonably likely to result in any of the events or circumstances which are referred to in paragraphs 3.4.1 to 3.4.9 of this Condition 3.4;

3.5 since 31 May 2012 and except as Disclosed by Maxima or otherwise as a result of the Proposal no member of the Maxima Group having:

3.5.1 issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury other than: (A) as between Maxima and wholly-owned subsidiaries of Redstone; or (B) any shares issued upon the exercise of any options granted under the Maxima Share Schemes;

3.5.2 purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;

3.5.3 recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Maxima or a wholly-owned subsidiary of Maxima);

3.5.4 except as between Maxima and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, made or authorised any material change in its loan capital;

3.5.5 (other than any acquisition or disposal in the ordinary course of business or a transaction between Maxima and a wholly-owned subsidiary of Maxima or between such wholly-owned subsidiaries) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case to an extent which is material in the context of the Maxima Group taken as a whole);

3.5.6 issued, agreed to issue or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between Maxima and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material in the context of the Maxima Group taken as a whole;

3.5.7 entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which (A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or (B) is reasonably likely to restrict the business of any member of the Maxima Group, and which in any case is material in the context of the Maxima Group taken as a whole;

3.5.8 other than pursuant to the Scheme (except as between Maxima and its wholly-owned subsidiaries or between such wholly-owned subsidiaries), entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Maxima Group, which in any case is material in the context of the Maxima Group taken as a whole;

3.5.9 entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement or arrangement with any of the directors or senior executives of any member of the Maxima Group;

3.5.10 save in relation to the Scheme (and other than in respect of a member of the Maxima Group which is dormant and was solvent at the relevant time), taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of the Maxima Group taken as a whole;

3.5.11 been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

3.5.12 waived or compromised any claim, which is material in the context of the Maxima Group taken as a whole;

3.5.13 (other than in connection with the Scheme) made any alteration to its memorandum or articles of association which is material in the context of the Scheme or the Proposal;

3.5.14 (other than in connection with the Scheme) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit (including in relation to any personal defined contribution pension scheme(s) of any director or any person employed by the Maxima Group) relating to the employment or termination of employment of any senior person employed by the Maxima Group; or

3.5.15 entered into any agreement, commitment or arrangement or passed any resolution or made any proposal (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 3.5;

3.6 since 31 May 2012 and except as Disclosed by Maxima:

3.6.1 there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Maxima Group which in any case is material in the context of the Maxima Group taken as a whole;

3.6.2 no contingent or other liability of any member of the Maxima Group having arisen or become apparent or increased which in any case is material in the context of the Maxima Group taken as a whole;

3.6.3 no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Maxima Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Maxima Group which in any case is material in the context of the Maxima Group taken as a whole; and

3.6.4 no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Maxima Group which in any case is material in the context of the Maxima Group taken as a whole;

3.7 save as Disclosed, Redstone not having discovered:

3.7.1 that any financial or business or other information concerning the Maxima Group disclosed at any time by or on behalf of any member of the Maxima Group, whether publicly or to any member of the Redstone Group, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading to an extent which in any case is material in the context of the Maxima Group taken as a whole;

3.7.2 that any member of the Maxima Group is subject to any liability (actual or contingent) which is not disclosed in Maxima's annual report and accounts for the financial year ended 31 May 2012 and which in any case is material in the context of the Maxima Group taken as a whole; or

3.7.3 any information which affects the import of any information disclosed at any time by or on behalf of any member of the Maxima Group to an extent which is material in the context of the Maxima Group taken as a whole;

3.8 since 31 March 2012 and save as otherwise Disclosed by Redstone or otherwise as a result of the Proposal, no member of the Redstone Group having:

3.8.1 issued or agreed to issue, or authorised the issue of, additional shares of any class, class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury;

3.8.2 purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital;

3.8.3 recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Redstone or a wholly-owned subsidiary of Redstone);

3.8.4 except as between, Redstone and its wholly-owned subsidiaries or between such wholly owned subsidiaries, made or authorised any material change in its loan capital;

3.8.5 (other than any acquisition or disposal in the ordinary course of business or a transaction between Redstone and a wholly-owned subsidiary of Redstone or between such wholly-owned subsidiaries) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case to an extent which is material in the context of the Redstone Group taken as a whole);

3.8.6 issued, agreed to issue or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between Redstone and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) (in each case to an extent which is material in the context of the Redstone Group taken as a whole);

3.8.7 entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which (A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or (B) is reasonably likely to restrict the business of any member of the Redstone Group (in each case to an extent which is material in the context of the Redstone Group taken as a whole);

3.8.8 other than pursuant to the Scheme (except as between Redstone and its wholly-owned subsidiaries or between such wholly-owned subsidiaries), entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Redstone Group (in each case to an extent which is material in the context of the Redstone Group taken as a whole);

3.8.9 entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement or arrangement with any of the directors or senior executives of any member of the Redstone Group;

3.8.10 save in relation to the Scheme (and other than in respect of a member of the Redstone Group which is dormant and was solvent at the relevant time), taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction (in each case to an extent which is material in the context of the Redstone Group taken as a whole);

3.8.11 been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

3.8.12 (other than in connection with the Scheme) made any alteration to its memorandum or articles of association which is material in the context of the Scheme;

3.8.13 waived or compromised any claim which is material in the context of the Redstone Group;

3.8.14 (other than in connection with the Scheme) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit (including in relation to any personal defined contribution pension scheme(s) of any director or any person employed by the Redstone Group) relating to the employment or termination of employment of any senior person employed by the Redstone Group; or

3.8.15 entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this Condition 3.8;

3.9 in the period since 31 March 2012 and save as Disclosed by Redstone:

3.9.1 there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Redstone Group which in any case is material in the context of the Redstone Group taken as a whole;

3.9.2 no contingent or other liability of any member of the Redstone Group having arisen or become apparent or increased which in any case is material in the context of the Redstone Group taken as a whole;

3.9.3 no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Redstone Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Redstone Group which in any case is material in the context of the Redstone Group taken as a whole; and

3.9.4 no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Redstone Group which in any case is material in the context of the Redstone Group taken as a whole; and

3.10 save as Disclosed by Redstone, Maxima not having discovered (in each case to an extent which is material in the context of the Redstone Group taken as a whole):

3.10.1 that any financial or business or other information concerning the Redstone Group disclosed at any time by or on behalf of any member of the Redstone Group, whether publicly or to any member of the Maxima Group, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading to an extent;

3.10.2 that any member of the Redstone Group is subject to any liability (actual or contingent) which is not disclosed in Redstone's annual report and accounts for the financial year ended 31 March 2012; or

3.10.3 any information which affects the import of any information disclosed at any time by or on behalf of any member of the Redstone Group.

Section B: Further Terms of the Proposal

1. If the Panel requires Redstone to make an offer for Maxima Shares under the provisions of Rule 9 of the City Code, Redstone may (with the consent of Maxima) make such alterations to the Conditions, including to the Conditions set out in paragraphs 2 and 3 of section A of this Appendix I, as are necessary to comply with the provisions of that Rule.

2. Redstone reserves the right to elect, subject to the prior consent of the Panel, to implement the Proposal by way of a takeover offer in accordance with the City Code as it may determine in its absolute discretion. In such event, such offer will be implemented on the same terms (subject to appropriate amendment, including (without limitation and subject to the consent of the Panel) an acceptance condition set at 90 per cent. (or such lesser percentage (being more than 50 per cent.) as Redstone may decide) of the Maxima Shares to which such offer would relate.

3. The Proposal will be on the terms and will be subject, amongst other things, to the Conditions which are set out in this Appendix I and Forms of Proxy and such further terms as may be required to comply with the AIM Rules, the provisions of the City Code and the provisions of the 2006 Act. The Scheme and any dispute or claim arising out of or in connection with the Scheme, whether of a contractual or non-contractual matter, shall be governed by and construed in accordance with the laws of England and Wales and subject to the jurisdiction of the courts of England and Wales.

4. The Conditions in paragraphs 1 and 2 of section A of this Appendix I cannot be waived.

5. All of the Conditions set out in paragraphs 3.1 to 3.7 of section A of this Appendix I must be fulfilled, be determined by Redstone (only to the extent that such Conditions remain to be satisfied by Maxima) to be or remain satisfied or (if capable of waiver) be waived by the Scheme Record Time, failing which the Proposal will lapse. To the extent permitted by law and subject to the requirements of the Panel, Redstone reserves the right to waive all or any of the Conditions in paragraphs 3.1 to 3.7 (inclusive) of section A of this Appendix I, in whole or part. Redstone shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraphs 3.1to 3.7 (inclusive) of section A of this Appendix I by a date earlier than the date specified in paragraph 1 of section A of this Appendix I above for the fulfilment thereof, notwithstanding that the other Conditions of the Proposal may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any of such Conditions may not be capable of fulfilment.

6. Subject to the requirements of the Panel, Maxima reserves the right to waive all or any of the Conditions in paragraph 3.4 (only to the extent that such Conditions remain to be satisfied by Redstone) and 3.8 to 3.10 (inclusive) of section A of this Appendix I, in whole or part. Maxima shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraphs 3.8to 3.10 (inclusive) of section A of this Appendix I by a date earlier than the date specified in paragraph 1 of section A of this Appendix I above, notwithstanding that the other Conditions of the Proposal may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any of such Conditions may not be capable of fulfilment.

7. For the purpose of these Conditions:

7.1 "Third Party" means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction;

7.2 a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly;

7.3 "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals; and

7.4 "Disclosed" has the meaning given in Appendix II.

APPENDIX II

DEFINITIONS

In this announcement the following words and expressions have the following meanings unless the context requires otherwise: