Rights Issue on a 1 for 4 Basis

MSW Technology PLC
29 November 1999

                            
                   MSW Technology plc
Rights Issue on a 1 for 4 basis of up to 2,050,250 Units
 Each comprising 2 New Shares and one Warrant at a price
                     of 80p per Unit
                            

Introduction

The Board of MSW Technology plc ('MSW') announces an issue by way of rights of
up to 2,050,250 Units at a price of 80p per Unit to raise approximately £1.64
million before expenses.  The Rights Issue has been partially underwritten by
Gilbert Eliott and requires shareholders' approval.

Under the terms of the Rights Issue, Qualifying Shareholders have the right to
subscribe for (or 'take up') Units at the price of 80 pence per Unit.  Each
Unit comprises 2 New Shares and one Warrant.  Every Warrant entitles a
Warrantholder to subscribe for one Ordinary Share at a price of 78p during a
period expected to be from August, 2000 to 31st August, 2001 and, assuming
full exercise, the Warrants will raise an additional £1.599 million for the
Company.  The Warrants will be issued for nil consideration.

This structure has the benefit to Qualifying Shareholders that, if they do not
wish to pay for any or all of the Units to which they are entitled, they may
be able to sell their nil paid rights in the market, provided there is value
in the nil paid rights after allowing for the costs of the sale.  In addition,
it is intended that efforts will be made to find investors to subscribe for
any Units in respect of which the nil paid rights are not taken up, and the
net proceeds of such subscriptions after deduction of the Rights Issue Price
and the costs of procuring such investors will be paid to the relevant
Qualifying Shareholders originally entitled to such Units, save that no
payment will be made of amounts of less than £3.00, which amounts will be
aggregated and paid to the Company for its own benefit.

Reasons for the Rights Issue and Use of Proceeds

Further to the loss in the last financial year and following a review by the
Directors of the Company's trading and future prospects, the Company now
expects a very substantial loss in the current financial year.  The reason for
the Rights Issue is to raise funds for working capital and to reduce bank
borrowings.

Current Trading and Prospects

During the last year, major contracts expected to have been awarded were not
finalised because the Company underestimated the lead time to completion. 
Management was also over-optimistic about other major potential contracts,
which were not awarded.  The former managing director and former sales
director have now left the Company.  Some MoD contracts have also been delayed
because of a policy review at the MoD but the Company is hopeful that the
conclusion of the review will lead to those orders being finalised.

Interest in the Company's products in the US has continued to be positive but
has not led to successful sales to date.  As a result, the Company has
recently closed its direct selling operation in the US, which will lead to
cost savings in excess of £200,000 per annum.  Sales in the US will continue
to be pursued by partnership arrangements with two US software service
providers.

Sales prospects are improving although it is recognised that the precise
timing on contract completions remains uncertain.  The Company has entered
into a contract with P&O Cruises Limited with a value in excess of £500,000.
However, the improvement in orders and prospective orders will not be enough
to return the business to profit in the current financial year.

The Board recognises that there are major areas for improvement and has
undertaken a fundamental review of the Company's strategy, method of
operations and cost base and will make financial provisions in the accounts
for the half year to end-November 1999 for changes that may result from this
review.

Substantial cost savings have already been identified and are being
implemented.  As well as closing the US operation, staff numbers are being
reduced by 26 per cent and the Executive Directors have agreed to cut their
basic salaries by 10 per cent.

The strengthening of the sales capability and the improvements in efficiency
are expected to return the Company to a position where it is trading
profitably by the financial year-end.

Details of the Rights Issue

The Company is proposing to offer for subscription by way of rights to
Qualifying Shareholders up to 2,050,250 Units each comprising 2 New Shares and
one Warrant at a price of 80 pence per Unit, payable in full on acceptance, on
the following basis:

           1 Unit for every 4 Existing Shares

held on the Record Date and so on in proportion for any greater number of
Existing Shares then held. Every Warrant entitles a Warrantholder to subscribe
for one Ordinary Share at a price of 78p per share (subject to adjustment)
during the period from and including the date one day after the date of the
preliminary announcement of the results of the Group for the year ending 31st
May, 2000 (expected to be a period commencing in August, 2000) to and
including 31st August, 2001.

Fractions of Units will not be allotted and entitlements will be rounded down
to the nearest whole number of Units.  Qualifying Shareholders with holdings
of Existing Shares in both certificated and uncertificated form will be
treated as having separate entitlements under the Rights Issue.

The New Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Shares, including the right to receive all
dividends and other distributions declared, made or paid thereafter. Full
exercise of the Warrants, assuming implementation of the Rights Issue, would
result in the issue of approximately 2,050,250 Ordinary Shares.

The Rights Issue (but not the issue of Ordinary Shares pursuant to the
exercise of the Warrants) has been underwritten in respect of 1,125,000 Units
(representing 54.87 per cent of the maximum possible number of Units) by
Gilbert Eliott. It is expected that dealings in the Units, nil paid, will
commence on 17th December, 1999.  There will not be separate dealings, nil
paid, in the New Shares and the Warrants.  Dealings in the Units are expected
to cease at the close of business on 7th January, 2000 and separate dealings
will commence in the New Shares, fully paid, and Warrants.

The Rights Issue is conditional, inter alia, on the passing without amendment
of the Resolution and Admission, and the Underwriting Agreement becoming
unconditional in all respects and not being terminated in accordance with its
terms.


Directors' Intentions

All of the Directors have given irrevocable undertakings to vote in favour of
the Resolution and to subscribe or procure subscribers for a total of 399,850
Units.


Timetable                                                                 1999

Record Date for the Rights Issue             Close of business on 9th December
Latest time and date for receipt of Proxy
Forms for The Extraordinary General Meeting        11.00 a.m. on 14th December
Extraordinary General Meeting                      11.00 a.m. on 16th December
Despatch of Provisional Allotment Letters                        16th December
Commencement of dealings in Units, nil paid                      17th December

                                                                          2000

Latest time for splitting Provisional Allotment
Letters, nil paid                                     3.00 p.m. on 6th January
Latest time for acceptance and payment in full       3.00 p.m. on 10th January
Commencement of dealings in New Shares
and Warrants, fully paid                                          11th January
Latest time for splitting Provisional Allotment
Letters, fully paid                                  3.00 p.m. on 27th January
Latest time for renunciation of Provisional Allotment
Letters, fully paid                                  3.00 p.m. on 31st January
Despatch of definitive certificates for New Shares
And Warrants                                                   by 7th February


For further information:

Robert Drummond, MSW Technology plc                              0171 462 3300
Jeffrey Coburn, John East & Partners Limited                     0171 628 2200
Greg Morgan, Gilbert Elliot & Company Limited                    0171 369 0300
Susy Streeter, GCI Focus Group Limited                           0171 398 0800