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Riversoft announces placing price of 94 pence per share

London - RiverSoft, a provider of Internet Protocol ("IP") network management solutions, today announced that its placing of 88.3 million new ordinary shares (the "Placing") was priced at 94 pence per share, raising gross proceeds to RiverSoft of £83 million and valuing RiverSoft's enlarged share capital at £224 million.

The Placing and allocations under the Placing are conditional on the proposed listing on the London Stock Exchange becoming effective. It is expected that the listing will become effective and unconditional dealings in RiverSoft's shares will commence on techMARK, the London Stock Exchange market for innovative technology companies, under the ticker symbol RSFT on 13 December 2000. The number of shares in issue at the time of the listing will be 238 million (excluding any shares issued as a result of the exercise of the over-allotment option granted by RiverSoft described below).

Commenting on the Placing, Philip Tee, Chairman of RiverSoft, said: "We are tremendously pleased with the strong interest in RiverSoft despite the current challenging market conditions. The Placing is a significant milestone that will enable us to achieve our growth potential. We look forward to our future as a listed company and to continue enhancing shareholder value by executing our strategy of providing customers with advanced IP network solutions."

Morgan Stanley Dean Witter acted as Sponsor and Sole Bookrunner. Morgan Stanley Dean Witter and UBS Warburg acted as Joint Lead Managers.

In connection with the Placing, RiverSoft and certain existing shareholders have granted Morgan Stanley Dean Witter (on behalf of itself and UBS Warburg) over-allotment options to be exercised on or before 30 days after the listing becomes effective for up to 13.2 million shares (of which up to 3.3 million are to be allotted and issued by RiverSoft).

Expected Timetable

8 December 				Publication of Listing Particulars
13 December				Admission of shares to Official List
13 December				Unconditional dealings begin

About RiverSoft

RiverSoft provides advanced IP network management solutions that have been designed to adapt to the rapid pace of change in today's IP networks. RiverSoft customers and partners include Deutsche Bank, Hewlett-Packard, Intel Corporation, Level (3) Communications and Siemens NSL. Information about RiverSoft and its solutions may be found on the World Wide Web at

This announcement has been issued by and is the sole responsibility of RiverSoft plc, (the "Company") and has been approved solely for the purposes of Section 57 of the Financial Services Act 1986 by Morgan Stanley & Co. International Limited ("Morgan Stanley Dean Witter") and UBS Warburg Ltd. ("UBS Warburg"), which are regulated in the United Kingdom by The Securities and Futures Authority Limited. Morgan Stanley Dean Witter and UBS Warburg are advising the Company in relation to the proposed offering and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Morgan Stanley Dean Witter and UBS Warburg nor for providing advice in relation to the proposed offering.

This announcement does not constitute, or form part of an offer, or solicitation of an offer to purchase or subscribe for securities, and any acquisition of or application for shares to be issued or sold in connection with the proposed offering should only be made on the basis of information contained in the listing particulars to be issued in due course in connection with the Placing, which listing particulars will contain certain detailed information about the Company and management, as well as financial statements and other financial data. Prices and values of, and income from, shares may go down as well as up. Past performance is not a guide to future performance. Persons needing advice should consult an independent adviser. Stabilisation/FSA.

This announcement is not for publication or distribution or release in the United States of America, Canada, Japan or Australia. This announcement does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to or for the benefit of US persons except pursuant to an available exemption from registration. No public offering of the securities is being made in the United States.

SOURCE Riversoft plc

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