Acquisition

Intec Telecom Systems PLC
21 November 2000

                                      

                           Intec Telecom Systems PLC
                                       
               Proposed acquisition of Computer Generation, Inc.
                                       
    Placing and open offer by Investec Henderson Crosthwaite of 30 million
                  new Ordinary shares at 600 pence per share
                                       
       Preliminary results for the year to 30 September 2000.  Turnover
                                increases 140%.
                                       
                                  HIGHLIGHTS
                                       

     21 November 2000, London: The Board of Intec (LSE:ITL, 'Intec' or 'the
     Company' or 'the Group'), a leading provider of third party packaged
     interconnect billing and settlement software, is pleased to announce it
     has entered a conditional agreement to acquire Computer Generation, Inc.
     ('CompGen'), a leading global provider of telecommunications mediation
     software, for total consideration of $245 million (approximately £172.3
     million) in cash.  CompGen has its corporate headquarters in Atlanta,
     Georgia, USA.

     The Board of Intec also proposes to raise approximately £180 million
     (before expenses) by means of a Placing and Open Offer of 30 million New
     Ordinary Shares at 600 pence per share (representing a discount of
     approximately 17 per cent. to the share price of 722.5p at the time of
     the suspension of the shares on 3 November 2000).  The proceeds of the
     Placing and Open Offer are intended to be used, in part, to satisfy the
     cash element of the acquisition of CompGen.  The remainder (approximately
     £7.7 million) will be used to defray costs and fund any suitable future
     acquisitions and future corporate development. The Placing and Open Offer
     has been fully underwritten by Investec Bank (UK) Limited.

     Intec also announces today its preliminary results for the year to 30
     September 2000. Revenues for the year to 30 June 2000 increased by 140%
     to £20.3 million (year ended 30 September 1999: £8.4 million) and EBITDA
     increased significantly to £4.5 million (year ended 30 September 1999:
     loss of £158,000).

     ACQUISITION OF COMPGEN
     The Board of Intec believes that the acquisition of CompGen represents an
     excellent opportunity to advance its stated strategy of both geographical
     expansion and product diversification into complementary products. The
     Group's strategic initiative to offer complementary telecoms products and
     services has been fuelled by requests from customers and prospective
     customers for 'convergent' mediation solutions (that is, for both
     traditional switched and now unswitched (IP)) networks as well as 3G
     mobile technologies such as GPRS.  The two companies have been trading
     successfully as partners since April 2000, and Intec and CompGen have
     entered into a marketing agreement. Intec has had the opportunity to
     successfully test the capabilities of CompGen's products and Intec's
     ability to cross sell the products. The Board of Intec is confident that
     CompGen is an appropriate acquisition.  In particular, the Board believes
     that the acquisition provides Intec with:

     * technically strong mediation technology and the capability to address  
       the burgeoning market for next generation mediation solutions;
     * an additional and impressive list of 80 clients and a strong US        
       presence;
     * greatly increased financial and corporate stature;
     * the opportunity to cross-sell complementary telecoms products, both of
       which are highly regarded as market leaders in their respective fields.

     PRELIMINARY AUDITED RESULTS
     Intec announces its audited results for the year to 30 September 2000
     which are summarised below and set out in full in Part 2 of this
     announcement.

     For the year ended 30 September 2000 Intec recorded revenues increased by
     140% to £20.3 million (year ended 30 September 1999: £8.4 milion) and
     earnings before interest, tax, depreciation, amortisation and exceptional
     flotation expenses ('EBITDA') increased significantly to £4.5 million
     (year ended 30 September 1999: loss of £158,000). Operating Profit
     increased to £3.3 million compared to a loss of £368,000 for the year
     ended 30 September 1999.  The Company's customer base increased by 34
     contracted installations, with major new sites in Eastern Europe, Latin
     America, the Far East and the Caribbean. Global expansion continues as
     planned, with new offices in Eastern Europe, South America, Scandinavia
     and Asia-Pacific, together with the recent acquisition of i2i in
     Malaysia.  The outlook remains very positive with a strong order book and
     prospect list for 2001.

     Commenting on the acquisition and results, Kevin Adams, Chief Executive
     of Intec said,

     'The acquisition of CompGen is a major step in reaching our objective of
     being a global provider to the telecommunications industry.  In
     particular, it gives us a technically strong mediation technology, a
     powerful base in the US market, and a significant increase in our
     financial and corporate stature.  We see considerable opportunities for
     the combined selling of InterconnecT and mediation software globally, as
     the telecommunications market undergoes a period of extensive
     technological change.  Our 2000 results demonstrate the growing
     acceptance in the market for our market leading products and we remain
     confident that this growth will continue in the year ahead.'

     This summary should be read in conjunction with, and subject to, the full
     text of the attached announcement.

     There will be an analyst meeting at 09:30 hours today (21 November 2000)
     at Investec, 2 Gresham Street, London.


     Enquiries

     Intec Telecom Systems PLC         [phone]/[phone]
     Andrew Rodaway                   
     Investor Relations
     [e-mail]

     Investec Henderson Crosthwaite    [phone]
     Jagjit Mundi
     Co-head of Corporate Finance

     Cubitt Consulting                 [phone]
     Fergus Wylie/Serra Konuralp       [e-mail]


                           Intec Telecom Systems PLC
                                       
               Proposed acquisition of Computer Generation, Inc.
                                       
    Placing and Open Offer by Investec Henderson Crosthwaite of 30 million
    new Ordinary shares at 600 pence per share, incorporating an open offer
                       of 14,850,000 New Ordinary Shares
                                       

     Introduction
     The Board of Intec announces today that the Company proposes to raise
     approximately £180 million (approximately £174 million net of expenses)
     by means of a Placing and Open Offer, further details of which are set
     out below.  The Board also announces that the Company has conditionally
     agreed to acquire CompGen and its non-trading parent company, CGI
     Holding, for a total consideration of $245 million (approximately £172.3
     million) in cash ('the Acquisition').

     The proceeds of the Placing and Open Offer are, principally, intended to
     be used to satisfy the cash element of the Consideration and to meet the
     expenses of the Proposals.  The remainder (being approximately £1.7
     million) will be put on deposit by the Company and will be used to fund
     (in whole or in part) any suitable future acquisitions by the Company and
     for general corporate development.  The Placing and Open Offer are fully
     underwritten by Investec Bank (UK) Limited.  The Placing Shares will
     represent approximately 16.63 per cent. of the enlarged issued ordinary
     share capital of the Company on Admission to listing, and will rank pari
     passu in all respects with the Existing Ordinary Shares.

     In view of the size of CompGen in relation to the Group, the Acquisition
     is conditional, inter alia, upon the approval of Shareholders which is to
     be sought at the extraordinary general meeting to be held in December.
     The Acquisition is also conditional upon the expiration of the applicable
     waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements
     Act 1976.

     On 3 November 2000, the Existing Ordinary Shares were suspended from
     trading following the release of a positive trading update which included
     reference to the fact that the Company was in advanced negotiations
     relating to the Acquisition.  Re-admission is expected to take place at
     the opening of business on Friday 24 November 2000.  If the requisite
     special resolution is passed by shareholders, it is expected that
     Admission will take place and that trading in the New Ordinary Shares
     will commence on 20 December 2000, subject to the Acquisition Agreement
     having become unconditional.

     Information on CompGen

     CompGen is one of the leading global providers of telecommunications
     mediation software as measured by number of customer installations.
     CompGen has been developing mediation software for the telecommunications
     industry since 1981 and has its corporate headquarters in Atlanta,
     Georgia. CompGen also maintains sales and technical support offices in
     Maidenhead, UK and Melbourne, Australia.

     CompGen provides scalable and convergent mediation system solutions to
     the telecommunications industry. The majority of CompGen's revenue
     (approximately 85 per cent. in the year ended 31 December 1999) comes
     from this source.

     According to Chorleywood Consulting Limited, CompGen has more than 80
     customers world-wide, compared to the next largest competitor which has a
     customer base of 50.  Additionally, CompGen has some of the world's
     largest and most profitable telecom companies as customers, one of which
     is processing in excess of 750 million CDRs per day.

     In the year ended 31 December 1999, CompGen recorded operating profit
     before tax of $12.9 million on turnover of $34.3 million.

     Background to and reasons for the Acquisition
     In the Global Offer Prospectus issued by the Company dated 9 June 2000,
     the Directors stated that their strategy for the Group included:

     * increasing geographic coverage;
     * enhancing the functionality and technology of its products;
     * identifying potential strategic acquisition opportunities aimed at
       enhancing the Group's product and services portfolio; and
     * offering complementary telecoms products and services.

     Additionally, the Directors believe that recent trends in the telecoms
     industry have given rise to significant opportunities for companies such
     as Intec.  The Directors perceive that the telecoms market has begun, and
     will continue, to consolidate into a number of larger integrated telecoms
     service companies offering a wider range of operational support systems,
     such as interconnect billing, retail billing, customer care, network
     planning, carrier access billing and fraud systems.  Servicing each of
     these operational support systems are mediation devices, which collect
     and aggregate network usage and traffic data from network elements such
     as routers, switches, firewalls, servers and gateways.  The Directors
     further believe that the operational support systems market is continuing
     to grow (the Insight Research Corporation estimates that the market for
     operational support systems will grow from $33.9 billion in 2000 to $59.9
     billion annually by 2005).

     The Directors recognise that the trend towards real time or near real
     time network analysis and billing could lead to a blurring of the current
     division of responsibilities between mediation software and operational
     support systems such as billing and network planning.  The Directors
     believe, therefore, that this creates a need for billing systems and
     other operational systems to be as close as possible to the actual
     network.  To mitigate the threat of mediation companies responding to
     these trends by adding rating capabilities to their products, the
     Directors have determined that the Group should seek to expand the scope
     of its relationship with CompGen to improve the Group's control over the
     billing value chain.

     Additionally, mediation software is often acquired earlier in the life
     cycle of telecom companies than inter-carrier solutions.  Having access
     to mediation software allows Intec to establish relationships earlier
     with telecom operators which could enhance the Group's prospects of
     making InterconnecT sales to such mediation customers.

     The Group's strategic initiative to offer complementary telecoms products
     and services has been fuelled by requests from the Group's customer base
     and prospective customers for mediation solutions.  Marketing
     relationships with vendors of mediation products are in place but the
     Directors believe that these arrangements do not provide either the
     flexibility in pricing required by the Group or the scope of solutions
     required by the market.

     As a consequence, the Directors looked for alternative mediation
     offerings to provide solutions to the Group's target market.  Following a
     comprehensive evaluation of a number of the major companies involved in
     the sector, the Directors selected CompGen's mediation product to offer
     to their existing and prospective customer base.  The Directors were
     attracted to the scalability, technical capabilities and flexibility of
     CompGen's products.  In addition, the Directors were attracted by the
     ability of CompGen's mediation product to provide a single convergent
     solution for both switched and non-switched (IP) networks.

     Following a working relationship lasting several months, a marketing
     agreement was signed in August 2000 between the Group and CompGen.  This
     agreement has allowed the Group to market CompGen's products in the
     Group's stronger markets of Europe and Asia where CompGen has little
     penetration and sales capabilities but where the Group has a strong
     presence.

     By virtue of the marketing agreement, the Group had already sold several
     of CompGen's mediation solutions and has a significant number of well
     qualified prospects.  Through working closely with CompGen, the Group had
     been able to evaluate the technical capabilities of CompGen's products
     and the strength of the support capabilities of the business.
     Additionally, the Directors have established strong relationships with
     CompGen's management team.

     Having had an opportunity to successfully test the capabilities of
     CompGen's products and the Group's ability to cross sell CompGen's
     products, the Directors believe that CompGen is an appropriate
     acquisition to make.

     Benefits of the Acquisition
     The Directors believe that the Acquisition represents an excellent
     opportunity to advance their stated strategy of both geographical
     expansion and product diversification in related areas.  In addition,
     CompGen is highly complementary to the Group's existing activities.  In
     particular, the Directors believe that the benefits for the Enlarged
     Group will be:

     * Increased geographical coverage:
       - CompGen will provide the Enlarged Group with a physical presence in  
         North America, a substantial market in which the Group is not        
         currently represented;
       - approximately 49 per cent. of CompGen's revenue is generated outside 
         the USA ($8.38 million of total revenues of $17.18 million in the six
         months ended 30 June 2000) predominantly in South America, Australia 
         and Canada;

     * a broader product suite offering:
       - a functionality rich, scalable and flexible mediation product        
         (including IP mediation) and toll collection; and
     
       - telecoms business decision support software that offers network
         management decisions support architecture.

     * the opportunity to cross-sell complementary telecoms products, both of
       which are widely regarded as market leaders in their respective fields.
       CompGen's mediation product is suitable for use in the global telecoms
       market and is not restricted to use in the US. However, due to the
       different nature of the US market, the Group's InterconnectT product is
       not suitable for the US market.  Analysis of CompGen's customer base by
       the Directors has led them to believe that there is very little overlap
       between that of the Group and CompGen. The Group has already had
       significant success in establishing sales leads for CompGen's range of
       products;

     * the opportunity for the Enlarged Group to leverage its experience and
       ability in sales and marketing in relation to the potential of         
       CompGen's business and product offering, particularly in the software  
       element of CompGen's business which the Directors believe will continue
       to grow;

     * access to CompGen's customer base, which includes major PTT customers
       and, in particular, a global relationship with Cable and Wireless plc,
       and an established relationship with Daleen;

     * the quality of CompGen's research and development capability;

     * a US ASP capability, which, combined with the Group's existing ASP
       capability, could form the basis of broader product offerings;
  
     * the input of CompGen's experienced management team;
  
     * exposure to the mediation market. Chorleywood expects the market for
       mediation software to grow by an average in excess of 30 per cent. in
       each of the next 5 years. Indeed, revenue growth in excess of 50 per
       cent. per annum has been achieved by a major European provider.
       Additionally, the Directors believe that mediation will become
       increasingly important as IP telecommunications networks grow and there
       is a need for mediation systems able to handle both switched and non-
       switched networks. The Directors believe that CompGen's mediation      
       product is well placed to take advantage of such an opportunity.

     Terms of the Acquisition
     The Consideration amounts to $245 million in cash (approximately £172.3
     million). The Consideration includes repayment by CompGen of all
     indebtedness of CompGen, other than in respect of the promissory notes
     being acquired, which amounts to approximately $49 million (approximately
     £34.45 million). In addition, CompGen will reimburse up to $0.5 million
     (approximately £0.35 million) of transaction costs incurred by Crescent.

     The Acquisition is conditional, inter alia, upon (i) Shareholder approval
     (ii) the Placing Agreement becoming unconditional and (iii) expiration of
     the waiting period under the Hart-Scott-Rodino Act.

     Stock Option and Incentive Plan for US employees

     The Directors propose that the Company adopt a US Option Plan. The
     Directors believe that the grant of options promotes the growth and
     profitablility of the Enlarged Group by giving certain employees and
     directors an opportunity to acquire or increase their interests in the
     Company. They also believe that options help to attract and retain higly
     qualified personnel and to link their interest directly to shareholder
     interests.  As the Enlarged Group expects to have an increasing number of
     employees in the United States, the Directors consider that the adoption
     of a US Option Plan, which will allow the Company to grant US tax
     favourable incentive stock options to US employees, will complement the
     Company's existing share schemes.

     Details of the Placing and Open Offer
     General
     The Company is proposing to raise approximately £174 million net of
     expenses (approximately £180 million gross) through the Placing and Open
     Offer, which have been fully underwritten by Investec Bank (UK) Limited.

     The Placing Shares will represent, in aggregate, approximately 16.63 per
     cent. of the enlarged issued ordinary share capital on Admission. The
     Placing Shares will be issued credited as fully paid and will rank in
     full for all dividends and distributions declared, paid or made on the
     Ordinary Shares after their issue and otherwise pari passu in all
     respects with the Existing Ordinary Shares.

     The Placing and Open Offer are conditional, inter alia, upon:

     (a) the passing of the requisite special resolution at the forthcoming
         extraordinary general meeting;

     (b) the Placing Agreement becoming unconditional and not having been
         terminated in accordance with its terms; and

     (c) Admission of the new Ordinary shares to listing by no later than 20
         December 2000 (or such later date, being no later than 19 January    
         2001 as the Company and Investec may agree).

     The Firm Placing
     In order to broaden the Company's shareholder base, the Directors
     consider it beneficial to effect the fundraising in part by way of a firm
     placing.

     15,150,000 New Ordinary Shares (representing approximately 50.5 per cent.
     of the Placing Shares) have therefore been placed firm by Investec
     Henderson Crosthwaite at the Issue Price and are not subject to
     Shareholders' pre-emptive rights under the Open Offer. In addition, Mican
     Limited, which holds 95,552,524 Existing Ordinary Shares, representing
     approximately 64.35 per cent. of the Company's existing issued ordinary
     share capital, has undertaken to the Company and Investec Bank not to
     take up its entitlement under the Open Offer in respect of 9,555,252 Open
     Offer Shares. This entitlement, along with the Firm Placed Shares will be
     placed firm pursuant to the Firm Placing. It is intended that the Firm
     Placing will raise approximately £148.2 million. The Firm Placed Shares
     are not subject to clawback under the Open Offer.
  
     The Open Offer
     Investec Henderson Crosthwaite, as agent for the Company, is
     conditionally placing the Open Offer Shares at the Issue Price of 600
     pence per share subject to clawback (save in the case of those Open Offer
     Shares in respect of which irrevocable undertakings not to take up
     entitlements have been received) to satisfy valid applications by
     Qualifying Shareholders pursuant to the Open Offer.

     Qualifying Shareholders will be invited by Investec Henderson
     Crosthwaite, as agent for the Company, to subscribe under the Open Offer
     for the Open Offer Shares at the Issue Price and free of expenses, on the
     basis of

           1 Open Offer Share for every 10 Existing Ordinary Shares

     held on 16 November 2000 and so in proportion for any greater or smaller
     number of Existing Ordinary Shares then held. The amount due in respect
     of each application for Open Offer Shares is payable in full on
     application. Entitlements to Open Offer Shares will be rounded down to
     the nearest whole share. Fractional entitlements will not be allotted and
     will be aggregated and placed for the benefit of the Company.
     Applications for Open Offer Shares in excess of each shareholder's
     maximum entitlement will be treated as applications for the maximum
     entitlement.

     Shareholders should be aware that, under the Open Offer, unlike a rights
     issue, any Open Offer shares not taken up under the Open Offer will not
     be sold on the market for the benefit of Qualifying Shareholders who do
     not apply for their entitlement to such shares but will be placed in
     accordance with the placing agreement.

     Expected timetable of principal events

     Record date for the open offer                          16 November 2000
     Posting of Application Forms to Qualifying 
      Shareholders                                           23 November 2000
     Dealings recommence in the existing ordinary shares     24 November 2000
     (ex entitlements)                                       24 November 2000
     Latest time and date for splitting 
      Application Forms
     (to satisfy bona fide market claims only)       3.00 pm 13 December 2000
     Latest time and date for receipt of 
      completed forms of proxy                      11.00 am 16 December 2000
     Early termination of the waiting period 
      under the Hart-Scott-Rodino Act                        19 December 2000
     Latest time and date for receipt of 
      completed Application Forms
      and payment in full under the open offer    3.00 pm on 15 December 2000
     Extraordinary General Meeting               11.00 am    18 December 2000
     Admission of new ordinary shares                        20 December 2000

     Prospectus

     A prospectus, accompanied by an Application Form for use in connection
     with the Open Offer, setting out further details of the Acquisition, the
     Placing and Open Offer and the US Share Option plan and including a
     notice convening an extraordinary general meeting of the Company, will be
     posted to shareholders in due course. Application forms will be personal
     to Shareholders and may not be transferred except to satisfy bona fide
     market claims.
     Enquiries


     Intec Telecom Systems PLC         [phone]/[phone]
     Andrew Rodaway              
     Investor Relations
     [e-mail]

     Investec Henderson Crosthwaite    [phone]
     Jagjit Mundi
     Co-head of Corporate Finance

     Cubitt Consulting                 [phone]
     Fergus Wylie/Serra Konuralp       [e-mail]


     Notes to Editors


     Information on Intec

     Intec is a producer and distributor of telecoms related software
     solutions. According to independent research by Chorleywood, at the time
     of the Global Offer, the Group's existing core product InterconnecT, was
     the market leader by market share for third party interconnect billing
     and settlement software solutions. Chorleywood estimated that the Group
     had a global market share in the order of 35 per cent. of third party
     packaged interconnect billing and settlement software solutions. This
     market position has been achieved very rapidly - it is only 38 months
     since the Group began redeveloping the InterconnecT product following the
     acquisition of the relevant IPR from Sterling Software. Based on the
     contracts won since June 2000, the Directors believe that the Group's
     market share remains at least 35 per cent.

     Intec was admitted to the Official List and to Trading on 16 June 2000
     and entered the FTSE 250 and the techMARK 100 in September 2000. The
     Company is currently capitalised at approximately £1,073 million (based
     on the mid-market closing price of 722 1 /2 p per Ordinary Share on 2
     November 2000).

     The Directors believe that the growth in the Group's business to date
     reflects the capabilities of the InterconnecT product and has been driven
     by rapid development of the market for packaged interconnect billing and
     settlement software. As at 30 September 2000, the Group had 56 contracted
     customers with 73 contracted installations worldwide. The Group's
     customers include some of the world's largest telecoms operators
     including T-Mobile, France Telecom, COLT, MCI Worldcom, Swisscom, Orange,
     SFR and Optus.

     Information on CompGen

     CompGen is one of the leading global providers of telecommunications
     mediation software as measured by number of customer installations.
     CompGen has been developing mediation software for the telecommunications
     industry since 1981 and has its corporate headquarters in Atlanta,
     Georgia. CompGen also maintains sales and technical support offices in
     Maidenhead, UK and Melbourne, Australia.

     According to Chorleywood, CompGen has more than 80 customers world-wide,
     compared to the next largest competitor which has a customer base of 50.
     Additionally, CompGen has some of the world's largest and most profitable
     telecom companies as customers which has one site processing in excess of
     750 million CDRs per day.