Acquisition & Vendor Placing

Eleco PLC
13 December 2006




                                    Eleco plc

       Conditional acquisition of Asta Group Limited and vendor placing of 
                3,750,000 new ordinary shares at 80 pence per share

The Board of Eleco plc ('Eleco' or the 'Company') today announces the
conditional acquisition of Asta Group Limited ('Asta') (the 'Acquisition'). The
consideration of £7.65 million comprises the payment of £3,229,871 in cash, to
be satisfied from the Company's existing resources, the issue to the vendors of
£1,420,129 of new ordinary shares and the issue of 3,750,000 of new ordinary
shares which have been conditionally placed on behalf of the vendors to realise
£3.0 million (together 'New Eleco Shares').

Charles Stanley Securities ('Charles Stanley') has undertaken the vendor placing
of 3,750,000 of the New Eleco Shares ('Vendor Placing Shares') at a price of 80
pence per share to raise £3.0 million (the 'Vendor Placing'). The Acquisition
and the Vendor Placing are conditional upon admission to trading of the New
Eleco Shares ('Admission') and further details are set out below. The balance of
£1,420,129 of New Eleco Shares (the 'Retained Consideration Shares') will be
retained by certain vendors, of which £898,165 will be retained by senior
management of Asta.

Information regarding Asta

Business

Asta is a leading provider of project and resource management software
applications and support services principally to the UK Construction and
Engineering industry and also to Information Technology and Professional
Services organisations. Asta's project management software is used by 43 out of
the top 50 main contractors in the UK by turnover and by 9 out of the top 10 UK
house builders by turnover. Asta is also active in Germany, Holland and Sweden.

Financial


Asta's financial year end is 31 December and a summary of its audited financial
results for the two years ended 31 December 2005 is set out below together with
unaudited results for the nine months ended 30 September 2006:

                      9 months ended 30 September Year ended 31 December 2005   Year ended 31 December
                                             2006                                                 2004
                                             £000                        £000                     £000

Turnover                                    3,108                       3,782                    3,091

Profit before tax                             589                         602                      233


As at 30 September 2006, Asta had net cash balances of £1.11 million and net
assets of £0.91 million.


Management and Employees


Asta has 54 full time employees. It is headed by Michael McCullen, Managing
Director, who was one of the original founders in 1986. The senior management
team intend to remain with Asta following it becoming part of Eleco.



The Board of Eleco (the 'Board') intends to invite Michael McCullen to join the
Board in due course. It is proposed that he will have responsibility for the
enlarged Construction Software activities of Eleco.


Background to and Reasons for the Acquisition


Asta is a leading provider to the UK construction market of project and resource
management software. Consultec, Eleco's Swedish software subsidiary, has a
leading position in the Swedish estimating and project management software
market. Asta and Eleco are also both active in the German and Dutch markets. The
Board believe that the acquisition of Asta, with its strong presence in the UK,
will complement Eleco Construction Software's construction, plant management and
estimating software product portfolio, improve Eleco's geographic representation
and provide a variety of cross-selling opportunities.

Asta operates well controlled software development procedures and has an
effective marketing strategy. The Board believes that the business development
practices and strong management within Asta will assist Eleco in its drive to
enhance the performance of its existing Construction Software activities.


The Boards of Eleco and Asta have identified significant growth opportunities
and operational synergies that can be realised by combining Eleco's Construction
Software activities with those of Asta.

The Board anticipates that the Acquisition will be earnings enhancing in Eleco's
current financial year ending 30 June 2007.


Terms of the Acquisition


The consideration of £7.65 million comprises the payment of £3,229,871 in cash,
to be satisfied from the Company's existing resources, the issue to the vendors
of £1,420,129 of Retained Consideration Shares and the issue of 3,750,000 Vendor
Placing Shares which have been conditionally placed on behalf of the vendors to
realise £3.0 million. The consideration is to be satisfied at Completion, which
will be on Admission, which is anticipated to be on 15 December 2006.

Charles Stanley has undertaken a conditional vendor placing of the Vendor
Placing Shares at a price of 80 pence per share to raise £3.0 million. The
Retained Consideration Shares will be retained by certain of the vendors,
subject to lock-in arrangements. The number of Retained Consideration Shares
will be calculated by reference to the average of the mid-market price of the
Company's ordinary shares on the 5 business days prior to Admission. These dates
are expected to be 8 December to 13 December inclusive (closing mid-market
price) and 14 December (3:00 p.m.). The vendors have waived their entitlement on
the Retained Consideration Shares to any interim dividend declared in respect of
the year ending 30 June 2007.


If Asta's EBITDA for the year ending 31 December 2006 is less than £977,000
(equivalent to profit before tax of approximately £900,000), then the
consideration paid to certain of the vendors (the 'Primary Vendors') will be
repaid in proportion to the shortfall, the maximum repayment being £650,000, to
be effected on a proportional basis.


Under the share purchase agreement certain of the vendors have given certain
warranties and indemnities in relation to Asta and its business (including a
covenant in relation to taxation). These are subject to certain financial and
other limitations.


Current Trading and Prospects


At Eleco's Annual General Meeting held on 29 November 2006, John Ketteley,
Executive Chairman, stated that the Company had 'again made a good start to the
year, with the performance for the first quarter ahead of the same period last
year.  We continue to trade well and I remain confident about the ongoing
prospects for the Group'.



The Terms of the Vendor Placing


Eleco and certain of the vendors have today entered into the Vendor Placing
Agreement with Charles Stanley. The Vendor Placing is conditional, inter alia,
upon Admission. Charles Stanley has the right, at any time prior to Admission,
to terminate its obligations under the Vendor Placing Agreement in certain
limited circumstances.

All the New Eleco Shares will, when issued and fully paid, rank pari passu in
all respects with the existing issued ordinary shares of the Company.

Application has been made for all the New Eleco Shares to be admitted to trading
on AIM and trading is expected to commence on 15 December 2006.


Lock - in Arrangements


Each of the vendors who will hold Retained Consideration Shares are subject to
the lock-in arrangements described below.  The Primary Vendors cannot, (1) prior
to the publication of the annual accounts of Eleco for the period ending 30 June
2007, dispose of any of the Retained Consideration Shares, (2) for a period of
24 months after the Retained Consideration Shares are issued, dispose of any
more than £173,000 Retained Consideration Shares (calculated at the issue price)
and (3) for 36 months after the issue of the Retained Consideration Shares,
dispose of any of the Retained Consideration Shares otherwise than through the
Buyer's principal stockbrokers.  The other vendors (other than the Primary
Vendors) cannot, (A) within the first 6 months after the Retained Consideration
Shares are issued, dispose of any of the Retained Consideration Shares and (B)
for 12 months after the expiry of the period in (A), dispose of any of the
Retained Consideration Shares otherwise than through the Buyer's principal
stockbrokers.


John Ketteley, Executive Chairman of Eleco, commented:

'The acquisition of Asta represents a significant strategic move for Eleco's
Construction Software activities. At a stroke, it strengthens our software
management and development capability, it dramatically increases our
construction software product portfolio and market footprint and provides
significant marketing, cross selling and product combination opportunities,
particularly in international markets. I am delighted to welcome Asta into the
Eleco Group.'



Michael McCullen, Managing Director of Asta, commented:

'Employing a tight software development discipline and strong customer focus has
enabled Asta to increase turnover and profitability significantly over the last
3 years. I am excited about Asta becoming part of Eleco's Construction Software
division which represents the next step in the development of Asta's business
and will enable us to exploit more fully the international potential for Asta's
products. On a personal level, I am also looking forward to having a leading
role in the combined software operations.'


Advisers and Brokers


The Board of Eleco has been advised by Hawkpoint Partners Limited. Charles
Stanley acted as Nominated Adviser and Broker to Eleco.


13 December 2006


For further information please contact:


Eleco plc                            John Ketteley                  01920 443830
                                     Executive Chairman

                                     David Dannhauser
                                     Finance Director               01920 443830


Charles Stanley Securities           Rick Thompson/Philip Davies   020 7149 6457
(Nominated Adviser and Broker to Eleco)

Hawkpoint Partners Limited         Patrick Wilson / Jeremy Millard 020 7665 4500
(Financial Adviser to Eleco)

Adventis Financial PR              Tarquin Edwards / Chris Steele  020 7034 4758
(PR Adviser to Eleco)                                              020 7034 4759

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

Hawkpoint Partners Limited is acting exclusively for Eleco and for no one else
in relation to the Acquisition and will not regard any other person as its
client nor be responsible to anyone other than Eleco for providing the
protections afforded to clients of Hawkpoint Partners Limited, nor for providing
advice in relation to the Acquisition or any other matter referred to in this
announcement. Hawkpoint Partners Limited is authorised and regulated by the
Financial Services Authority.

Charles Stanley Securities is acting exclusively for Eleco and for no one else
in relation to the Acquisition and will not regard any other person as its
client nor be responsible to anyone other than Eleco for providing the
protections afforded to clients of Charles Stanley Securities, nor for providing
advice in relation to the Acquisition or any other matter referred to in this
announcement. Charles Stanley Securities, a division of Charles Stanley & Co.
Limited, is authorised and regulated by the Financial Services Authority.



Notes To Editors:

Asta Products

Asta offers a range of project management software, headed by Asta Powerproject,
which it sells to main contractors, house builders and trade contractors. Annual
maintenance contracts together with support and training services account for in
excess of 60 per cent. of its UK turnover.



Asta Powerproject is an easy to use, full-featured, project and resource
management software application that helps users deliver projects on time and
within budget. It is equally applicable for use on large projects (for example
it was used on the construction of the London Eye) and for managing multiple
simultaneous projects, such as that of a house builder.  Extensive functionality
is provided in scheduling, resource management, cost management, progress
monitoring, and portfolio management.



Companion products to Asta Powerproject include:


Asta Site Progress - Uses web and PDA technology to enable quick and accurate
progress reporting from multiple sites. The data collected automatically updates
the master plan in Asta Powerproject.



Asta Easyplan - Allows sub-contractors and trade contractors to share project
data with main contractors using Asta Powerproject.



Asta Client Reporter - A web based reporting tool for project status and key
performance indicators.



Asta sells Asta Powerproject both separately and as the core of an integrated
solutions package that encompasses the functionality of all the other products
outlined above.



In servicing small to medium sized IT and Professional Services organisations,
Asta offers a project, portfolio and resource management solution. Asta's
principal product in this market is Asta Teamplan which is a real-time
collaborative multi-user system for managing multiple projects, resources and
costs with integrated time and expense management.  It provides the tools to
optimise staff utilisation rates, improve project collaboration and align
projects with organisational objectives.  Asta Teamplan is a client/server
solution with web-based tools that make timesheets, management reports and
project schedules available to both occasional users and project stakeholders.



Companion products to Asta Teamplan include:



Asta Timesheet - A flexible, project-orientated, web-based timesheet and expense
management software tool that integrates with Asta Teamplan.



Asta Project Browser - Provides instant access to project data directly from a
web browser.



Asta Portfolio Reporter - A web-based reporting tool for dissemination of key
performance reports with drill down capability related to projects, resources,
and costs.



Asta Teamplan is scalable and allows secure, multi-user access to the shared
project database in real-time, thus enhancing collaboration.



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