8 August 2006

Further to the announcement of 31 July 2006 concerning a potential acquisition, Detica is pleased to announce that it has now entered into a conditional agreement to acquire the entire fully-diluted share capital of M.A. International Limited ("m.a. partners") for up to approximately £32.3 million (on a debt, cash and tax benefit free basis as described below).

m.a.partners is a privately-owned management consulting group with 130 employees, specialising in the capital markets sector that provides high-value consultancy to global investment banks, asset managers, private banks, prime brokers, exchanges and retail brokerages. It has offices in Europe and the US with its principal offices in London and New York.

Founded in 1996, m.a. partners has established long term relationships with some of the largest global investment banks and financial institutions based on very high levels of repeat business. Clients include seven of the ten largest global banks. The business has traded successfully through periods of volatility in the capital markets sector with revenues increasing at a compound annual growth rate of 25% over the last five years and 30% in 2006.

The acquisition is consistent with Detica's strategy to build a substantial presence in the Financial Services market. The Board believes that there are significant opportunities in this market driven by the emergence of new and increasingly complex financial products and complex global and local regulatory requirements such as Basel II and MiFiD.

Detica has over time built a business and technical consulting capability in the retail banking and insurance industries. The acquisition of Evolution Consulting Group in January 2006 brought Detica an initial presence in the capital markets sector with impressive technical skills. The acquisition of m.a. partners brings a substantial pool of complementary, high-level business consulting skills. Detica believes that the enlarged capital markets business will have the depth of resource and market knowledge to offer a broader range of services to a wider client base across the industry. The management team of m.a. partners is led by Chief Executive and founder, Jon Moore.

The consideration is to comprise an initial payment of £20.5 million and an additional payment ("deferred consideration") of up to a further £11.8 million dependent on the performance of m.a. partners in its financial year to 31 March 2007. m.a. partners is being acquired on a debt and cash free basis and, additionally, the tax benefit to m.a. partners (estimated to be approximately £1.4 million) due to arise as a result of the expected exercise of options over m.a. partners shares is also to be retained by the vendors. The consideration is subject to a limited adjustment once m.a. partners' working capital at completion has been determined.

The initial payment is to be satisfied by the issue of 1.84 million new Detica shares to the vendors at completion (valued at £5.3 million on the basis of the closing mid market price for a Detica share of 287.5p on 7 August 2006), with the balance being satisfied in cash at completion funded from existing cash resources and new borrowing facilities.

The deferred consideration amount is capped at £11.8 million and will be calculated at the rate of 10.76 times the excess operating profit over £1.9 million. The maximum amount of £11.8 million will therefore be payable if m.a. partners achieves its budgeted operating profit of £3.0 million in the year ending 31 March 2007. The deferred consideration will be satisfied one half in cash and one half through the issue of further new Detica shares following the determination of m.a. partners' operating profit for its financial year to 31 March 2007.

In its audited accounts for the year ended 31 March 2006, m.a. partners reported revenues of £24.4 million and operating profit and profit before tax of £1.5 million, and, as at that date, it had gross assets of £8.3 million and net assets of £2.5 million. As with previous acquisitions, Detica expects to improve the operating margin performance of the acquired business in the first twelve months of ownership with the longer term goal of bringing margins up to Group levels.

The transaction is expected to be earnings-enhancing (before the amortisation of acquired intangibles) in the current financial year.

The acquisition of m.a. partners is conditional upon their shareholders passing certain resolutions at an extraordinary general meeting. Detica holds irrevocable undertakings from the appropriate majority of m.a. partners' shareholders to vote in favour of those resolutions and to perform certain other formalities. Completion is therefore expected to take place in early September 2006.

Detica was advised in the transaction by Amethyst Corporate Finance, and m.a. partners by Innovation Advisors.

Tom Black, Chief Executive of Detica, commented:

"Capital markets represents one of the largest and fastest growing consulting sectors driven by the sheer volumes of data, the complexity of new financial instruments, international and local regulatory initiatives and a continued drive for efficiency gains. The acquisition of m.a. partners brings us real critical mass and a leading position in this sector.

In m.a. partners, we are acquiring a business that has a very impressive track record of growth and one that has long term relationships at the very highest levels in the industry. Its consulting services are complementary to the deep technical expertise of our current capital markets team. We are delighted to welcome m.a. partners into the Detica fold and look forward to realizing real revenue synergies from this acquisition."

Jon Moore, Chief Executive of m.a. partners, commented:

"We believe that this deal will create a firm which will ultimately become the leading business and technology consulting firm for major institutions in global capital markets. For our clients this deal will enhance the scope and scale of services we provide, remaining focused on areas where deep industry knowledge and high technology capabilities can be applied to solve complex business problems.

For our people this deal will enable them to develop a broader set of skills and capabilities, whilst more rapid growth will allow them to take on greater responsibilities earlier in their careers. Most importantly we believe that both firms share a common set of values and attract and retain the highest calibre people. I am personally excited to be joining Detica's management team and look forward to a new phase of continued, successful growth."

Edward Bridges or Matt DixonFinancial DynamicsTel: 0207 831 3113