Acquisition

Sanderson Group PLC
23 February 2006


For Immediate Release                                          23 February 2006

            Sanderson Group plc: second acquisition since flotation

         Acquisition of retail software business for up to £2.5 million



Sanderson Group plc ('Sanderson'), an established provider of software and IT
services to UK commercial markets, today announces the acquisition of Megabyte
Limited ('Megabyte'), for up to £1.5 million in cash and 2 million Sanderson
shares.


Based in Bradford, West Yorkshire and Swanmore in Hampshire, Megabyte is a well
established provider of solutions to the retail sector. Mr David Sanders has led
the company since 1984 and following the acquisition he will become Managing
Director of the business within Sanderson. Megabyte owns the intellectual
property rights to software which provides front and back office electronic
point of sale systems together with a full range of support services. The
company currently employs 66 people and has over 100 customers across the UK and
Ireland.


The total initial consideration for the acquisition is £1 million in cash plus
the issue of 1 million ordinary Sanderson shares (the 'Consideration Shares').
The Consideration Shares are valued at £495,000 based on the average closing mid
market price of 49.5 pence over the ten business days preceding 23rd February
2006. The Consideration Shares will be subject to a twelve month period during
which they may only be disposed of with the prior consent of Sanderson. An
application will be made to the London Stock Exchange for the Consideration
Shares to be admitted to AIM.


Up to £500,000 of additional cash consideration and a further 1 million shares
may be payable dependent upon the achievement of performance targets by Megabyte
for a period ending not later than 30th September 2008.


For the twelve months ended 30th June 2005, Megabyte achieved turnover of £3.79
million* (2004: £3.92 million) and profit before interest and tax of £23,602*
(2004: £183,982). Gross assets were £2.1 million at 30th June 2005 (2004: £2.35
million). Sanderson expects the acquisition to be earnings neutral in the
current financial year and earnings enhancing thereafter.


Commenting on the acquisition, David O'Byrne, Managing Director of Sanderson,
said: 'We are delighted to welcome David Sanders and his team to the Sanderson
Group. This acquisition will significantly extend our product offerings in the
growing multi-channel Retail market, and will provide good cross-selling
opportunities with our existing Mail Order, Retail and Distribution operations.
We are confident that the business will provide a significant contribution to
Sanderson in the future as well as providing new revenue streams and greater
market opportunities'.


* unaudited accounts


Enquiries:


Sanderson - David O'Byrne, Managing Director 01709 787787
Sanderson - Christopher Winn, Chairman 02476 555466

Winningtons Financial - Paul Vann 07768 807631



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