Offer Update

RNS Number:7612O
Alphameric PLC
18 August 2003



Alphameric plc
18 August 2003


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
                   UNITED STATES, CANADA, AUSTRALIA OR JAPAN


Recommended Offer by Investec Investment Banking on behalf of Alphameric plc for
                           Compass Software Group Plc


                  Offer declared unconditional in all respects

Alphameric plc ("Alphameric") announces that, as at 3.00 p.m. on 15 August 2003
valid acceptances of the Offer had been received in respect of a total of
10,722,481 Ordinary Shares representing approximately 90.73 per cent. of the
existing issued share capital of Compass Software Group Plc ("Compass").
Accordingly, the board of Alphameric has today declared the Offer unconditional
in all respects subject to Admission.

Prior to making the Offer, Alphameric received irrevocable undertakings to
accept the Offer and a non-binding letter of intent to accept the Offer in
respect of, in aggregate, 8,321,439 Compass Shares, representing, in aggregate,
approximately 70.42 per cent. of the existing issued ordinary share capital of
Compass in issue as at 23 July 2003. As at 3.00 p.m. on 15 August 2003, valid
acceptances in respect of a total of 8,045,639 Compass Shares, representing
approximately 68.03 per cent. of the existing issued ordinary share capital of
Compass had been received pursuant to these undertakings and are included in the
valid acceptances above.

Compass Shareholders who wish to accept the Offer, and who have not yet done so,
should complete their Form(s) of Acceptance, in accordance with the instructions
printed thereon, whether or not their Ordinary Shares are in CREST, and return
them as soon as possible, and in any event, so as to be received by post or
during normal business hours by hand, to the receiving agent to the Offer
Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road,
Bristol, BS99 1XZ.

As stated in the Offer Document dated 23 July 2003, Alphameric intends, as soon
as it becomes entitled to do so, to apply the provisions of sections 428 to 430F
(inclusive) of the Companies Act to acquire compulsorily all of the outstanding
Compass Shares. A statutory notice implementing this procedure will be posted to
Compass Shareholders who have not accepted the Offer as soon as Alphameric is
entitled to do so. Subject to any applicable requirements for the AIM Rules,
Alphameric intends to procure that Compass applies to the London Stock Exchange
for the cancellation of admission to trading on AIM of Compass Shares. It is
anticipated that, with the consent of the London Stock Exchange and subject to
the AIM Rules, such cancellation will take effect as soon as possible, but no
earlier than 15 September 2003.

Application for Admission of the Offer Shares will be made in due course.

Cancellation of admission to trading would significantly reduce the liquidity
and marketability of any Compass Shares not acquired by Alphameric.

The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 23 July 2003.

Enquiries:



Alphameric plc                                         01483 293986
Alan Morcombe, Group Chief Executive
Mike McLaren, Group Managing Director



Investec Investment Banking                            020 7597 5970
Gareth Thomas, Director of Corporate Finance
Patrick Robb, Director of Corporate Broking



Weber Shandwick Square Mile                            020 7067 0700
Nick Oborne
Susanne Walker


For the purposes of this announcement it is assumed that there are 11,817,458
Compass shares in issue.

Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for Alphameric as financial adviser in relation to the Offer and is
not acting for any other person in relation to such Offer. Investec Investment
Banking will not be responsible to anyone other than Alphameric for providing
the protections afforded to its clients or for providing advice in relation to
the contents of this announcement or any arrangement referred to herein.

The Offer is not being made, directly or indirectly, in or into, or by the use
of the mails, or by any means of instrumentality (including without limitation,
facsimile transmission, electronic mail, telex or telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of the
United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and other documents relating to the Offer are not being, and must
not be, mailed or otherwise distributed or sent in or into or from the United
States, Canada, Australia or Japan and persons receiving such documents
(including custodians, nominees and trustees) must not distribute or send them
in or into or from such jurisdictions.




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

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