Issue of Equity

RNS Number:5135D
CES Software PLC
30 September 2004


CES SOFTWARE PLC FILES FINAL PROSPECTUS, OBTAINS TORONTO STOCK EXCHANGE 
CONDITIONAL LISTING APPROVAL AND CLOSES PRIVATE PLACEMENT FINANCING

NOT FOR DISTRIBUTION TO THE UNITED STATES NEWS WIRE SERVICES OR FOR 
DISSEMINATION IN THE UNITED STATES.

CES Software plc ("CES" or the "Company"), September 30, 2004 - London, England,
an AIM-quoted company (AIM:CES) and a leading provider of skill gaming and
betting exchange technology, is pleased to announce that it has received a final
receipt from the securities regulatory authorities in each of the provinces of
Canada for a prospectus qualifying 977,700 ordinary shares to be issued to the
public pursuant to such prospectus at a price of $3.22 per share. Application
has been made for the admission to trading on the Alternative Investment Market
of the London Stock Exchange of the 977,700 ordinary shares. It is expected that
such admission will be obtained and the offering will close on or about October
5, 2004, subject to the satisfaction of customary closing conditions. In
addition, the prospectus qualifies 4,320,000 ordinary shares issuable upon the
exercise of 4,320,000 previously issued special warrants and 330,000 broker
warrants issuable upon the exercise of 330,000 previously issued compensation
options.

The Company has also received conditional approval for the listing of its
ordinary shares on the Toronto Stock Exchange  subject to the Company satisfying
all of the requirements of the Exchange on or before December 23, 2004.

The Company is also pleased to announce that it has completed a private
placement of special warrants (the "Special  Warrants"). The Company sold a
total of 2,230,500 Special Warrants at a price of Cdn$3.22 per Special Warrant,
raising  gross proceeds of approximately Cdn$7.2 million.

CIBC World Markets Inc. acted as lead agent on the financing and Canaccord
Capital (Europe) Limited acted as co-agent.

Each Special Warrant entitles the holder thereof to receive one ordinary share
(or in certain circumstances 1.1  ordinary shares) in the capital of the Company
without the payment of any additional consideration.

The proceeds of the Special Warrant offering were placed in escrow with CIBC
Mellon Trust Company and the proceeds will  be released to the Company if all
regulatory and shareholder approvals are obtained and certain other conditions
are  satisfied on or prior to 5:00 p.m. (Toronto time), on November 5, 2004. If
such requirements are not satisfied by that  time the proceeds will be returned
to the purchasers of Special Warrants.

The proceeds of this financing will be used to finance potential acquisitions as
well as for general working capital  purposes.

The Company intends to file a preliminary prospectus to qualify the ordinary
shares underlying the Special Warrants  later this week.


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For more information, contact:

Alex Mackey, Catullus Consulting Tel: [phone]

About CES Software Plc

CES Software Plc ("CES") is a market leader in person-to-person gaming
technology.  CES's strategy is to provide its cutting-edge skill gaming and
exchange betting platforms to the leading destination sites and top licensed
eGaming operators from regulated markets around the world. CES is a public
company, incorporated in England and Wales, and quoted on the Alternative
Investment Market (AIM) of the London Stock Exchange under the symbol "CES". CES
is committed to the integrity of its business, and as such will not conduct
business with gaming operators who knowingly process bets from any jurisdictions
where such practices are prohibited, including the United States and Canada.



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

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