Acquisition & Placing

Intec Telecom Systems PLC
04 August 2004

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Acquisition of Singl.eView for a consideration of $74.5million



Placing and Open Offer of 31,157,899 Open Offer Shares at a price of 58 pence
per Open Offer Share to raise £15 million (net of expenses)


Key Highlights:



On 4 June 2004, Intec Telecom Systems PLC ("Intec" or "the Group" or "the
Company") announced that it had conditionally reached agreement with ADC to
acquire Singl.eView for a consideration of $74.5 million, payable by the issue
of up to 60,429,167 Vendor Placing Shares by way of a vendor placing to certain
GA entities and $3.5 million from existing cash resources on Completion.



In addition, the Company announced today that it proposes to raise approximately
£18.1 million before expenses (approximately £15 million net of expenses) by
means of the Placing and Open Offer. The Placing and Open Offer has been fully
underwritten by Baird and is conditional, inter alia, upon Completion.



The proceeds of the Placing and Open Offer will be used to provide the working
capital required for the full and effective integration of Singl.eView and to
support the operations of the Enlarged Group.



The Company also announced today its unaudited results for the nine month period
ended 30 June 2004.  This is contained in a separate announcement.



Commenting on these developments, Intec's Executive Chairman Mike Frayne said
today:



"This acquisition is transformational for Intec.  This acquisition will place us
in the top tier of global OSS vendors, with the scale, customer base and product
set to compete on equal terms for the largest billing and OSS contracts in the
market. Intec currently has strong contract momentum in its core OSS business,
and the acquisition of one of the industry's most recognised retail billing
companies will increase our presence in the largest, most influential telecoms
software market.



"Since its flotation in 2000, Intec has completed seven acquisitions which have
both consolidated and extended the Company's product lines and market presence.
Intec has developed strong product offerings in its primary area of operations."



Intec CEO, Kevin Adams, added:



"As a consequence of this transaction, Intec will be a leading OSS products
company with over 450 customers and 600 installations and a broad, technically
advanced, OSS product offering. Singl.eView is an award-winning product that
fits logically into our current OSS architecture and allows us to substantially
broaden our offering to customers worldwide."





For further information:


Intec Telecom Systems PLC                [phone]


Mike Frayne, Executive Chairman
Kevin Adams, CEO
Andrew Rodaway

Robert W. Baird Limited                  [phone]


Shaun Dobson
Nick Tulloch

Financial Dynamics                       [phone]

Edward Bridges
James Melville-Ross
Cass Helstrip


Acquisition of Singl.eView, Placing and Open Offer of 31,157,899 Open Offer
Shares at a price of 58 pence per Open Offer Share and Vendor Placing to General
Atlantic Partners



Introduction



On 4 June 2004, the Company announced that it had conditionally reached
agreement with ADC to acquire Singl.eView for a consideration of $74.5 million,
payable by the issue of up to 60,429,167 Vendor Placing Shares by way of a
vendor placing to certain GA entities and $3.5 million from existing cash
resources on Completion. By virtue of the size of Singl.eView relative to Intec,
the Acquisition is conditional, inter alia, upon Shareholders approving the
Resolution at the Extraordinary General Meeting.



In addition, the Company announced today that it proposes to raise approximately
£18.1 million before expenses (approximately £15 million net of expenses) by
means of the Placing and Open Offer. The Placing and Open Offer has been fully
underwritten by Baird and is conditional, inter alia, upon Completion.



The proceeds of the Placing and Open Offer will be used to provide the working
capital required for the full and effective integration of Singl.eView and to
support the operations of the Enlarged Group. Details of the proposed
integration of Singl.eView into the Enlarged Group are set out in the paragraph
headed Integration below. The Group's ongoing working capital requirements are
not dependent on the Placing and Open Offer. However, the Placing and Open Offer
is conditional, inter alia, upon Completion and has been fully underwritten by
Baird.



Background to and Reasons for the Acquisition



Background



The markets in which Intec operates have undergone significant changes in the
past three years. The Communications Service Provider ("CSP") target market has
been impacted by general market conditions and by the aftermath of the bursting
of the telecoms bubble. Both Intec and other Independent Software Vendors 
("ISVs"), with whom the Company competes, have been affected by these factors.



The Directors continue to seek ways to both sustain and develop the Company's
business model by evaluating these changes and seeking strategies which respond
to these new market dynamics.



The Directors have identified a number of issues within the market which they
believe the Company needs to address, including:



CSPs' requirement for broader solutions from ISVs. The Directors believe that
CSPs are now seeking to engage with an ISV who can supply a broader range of
systems to reduce operating costs and increase efficiencies. This also implies
that CSPs aim to reduce the number of ISVs with which they contract and to
engage in strategic relationships with OSS ISVs who both understand their
business and have a wide portfolio of product and solution offerings;



Increasing consolidation within the sector. If CSPs focus their purchasing on a
smaller vendor community with a broader scope of products, the Directors believe
this is likely to continue consolidation within the OSS space, with vendors with
broader OSS ranges securing business at the expense of more specialised, niche
players.



Stabilising market. Based on Intec's recent trading performance, and industry
analysis, the Directors believe that the overall market conditions for OSS ISVs
are stabilising and in some areas improving. This should create opportunities
for ISVs which can satisfy emerging requirements.



Based on these considerations, the Directors have developed and published a
long-term strategy aimed at improving the Company's performance and subsequently
increasing shareholder value, through both organic growth and carefully managed
acquisitions.



Since its flotation in 2000, Intec has completed seven acquisitions which have
both consolidated and extended the Company's product lines and market presence.
Intec has developed a strong product offering in its primary area of operations,
interconnect billing, and has over 200 customers worldwide for that product.
Following the acquisition of convergent mediation provider, Computer Generation
Incorporated of Atlanta, in late 2000, Intec has also grown its mediation
software business which now has over 150 customers. Intec's acquisition of
Digiquant A/S of Denmark in September 2003 has taken Intec into the more
technically advanced market of IP billing and dynamic charging. These three OSS
areas are inherently complementary, facilitating cross-selling opportunities,
and Intec has sold two or more of these products to a number of customers.



The Directors believe that the Company is now well positioned to move forward in
the telecoms market and that, with the Company's leading product portfolio in
billing mediation and interconnect billing, a logical next step for Intec is to
enter the retail billing space.



The Directors believe that moving into retail billing should enhance Intec's
positioning as an ISV, allowing the Company to be able to take advantage of
changing trends in the market place. Retail billing is not only complementary to
Intec's existing offerings, but is a critical business requirement for CSP
customers. As CSPs seek to generate additional revenues from their existing
customers, they are developing more customer-centric strategies to enhance
customer satisfaction and reduce customer churn. Retail billing is a key
interface between CSPs and their customers.



There is also an anticipated increase in the number of potential sources of CSP
business/revenue through premium or value-added services such as content, ring
tones and MMS. These new value-added services can often be more complex to
manage and bill, and as a result, the Directors believe there should be
opportunities within the marketplace as CSPs are forced to consider changes to,
or even replacements of, their original retail billing systems.



The Customer Care and Billing market



The size of the telecommunications retail billing or Customer Care and Billing
("CC&B") market is estimated by market analysts Frost and Sullivan to be $6.5
billion in 2004, growing at a six per cent. compound annual growth rate 
("CAGR"). Spending on third-party software licences and associated services is
forecast by Frost and Sullivan to be $1.6 billion, growing at a CAGR of 9.7 per
cent. to $2.5 billion by 2008.



The telecoms market has undergone substantial changes and is currently going
through a consolidation phase. Since the market downturn started in late 2000,
operators have cut back spending on their third-party CC&B solutions. However,
spending has increased in 2004 and the Directors believe that the outlook for
future spending in this sector is good.



Service providers worldwide are faced with increased competition that is driving
down service margins; hence they are focused on initiatives to simultaneously
reduce costs and increase revenues. Industry research suggests that CSPs will
increase spend on third-party CC&B solutions (given pressures to decrease
costs), increase flexibility, and reduce time to market for new product
offerings. Until recently, the vast majority of billing platforms were custom
developed - either within a service provider's internal IT organisation or with
the assistance of large IT consultancies.



The Directors believe that the following represent some of the market trends
which are likely to drive increased spending on third-party CC&B software:



Next generation networks and services - 2.5G and 3G networks enable the delivery
of new services such as multimedia content and picture messaging. These services
are likely to stimulate new growth in the communications sector, in terms of
both subscriber numbers and the volume of billed events. CSPs whose systems are
not able to handle this growth, or the new services involved, may need to
replace them.



Legacy billing replacement - Older billing platforms do not typically support
new services being deployed today, or the combination of billing information for
multiple services, such as voice, messaging, broadband, and cable TV, on a
single bill. Replacing these systems with more capable modern software allows
CSPs to deliver better customer service through a single bill, and reduced
operating costs through the use of fewer systems.



Billing and transaction management in new vertical markets - The capabilities
and performance which have been developed in modern telecoms billing systems are
potentially useful in other high-volume billing market sectors, for example road
tolls.



Revenue assurance - Increasing competition in the telecoms sector and consequent
falling margins are driving operators to look harder at the problem of lost
revenues in the billing chain. More accurate and more verifiable modern systems
have a key part to play in this process.



Reasons for the Acquisition



The Singl.eView product line is widely reported to be one of the top retail
billing solutions available today and the Directors consider it to be an
exceptionally good fit with the Company's other business lines, global
operations and existing customer base.



The Directors have considered a number of options for entering the retail
billing market, including developing an in-house product over a period of time
or acquiring a relatively unknown solution and building its capabilities and
presence organically. However, the Directors do not believe that either of these
options compare favorably with the acquisition of a market-proven solution with
a strong market presence, existing customer base and revenue stream.



The Directors believe that the Acquisition is an important opportunity for the
Company to deliver on its stated long-term strategy of developing complementary
OSS product businesses. Specifically the Directors believe that the Acquisition
will provide Intec with:



-        a technically strong, market-proven retail/transactional billing system
which has been the subject of a sustained, high level of investment in recent
periods and which is able to address both present and expected market
requirements in its current form;



-        additional capabilities, presence and scale to address Tier 1 carrier
requirements for OSS technology;



-        immediate high-level entrance to the important OSS market of retail
billing/transaction management;



-        ownership of an award-winning product suite built with modern
technologies, which is proven to be interoperable in customer sites with
existing Intec offerings;



-        over 70 Tier 1 and Tier 2 carrier clients in 17 countries;



-        the opportunity to cross-sell both Singl.eView and Intec OSS products
to current customers of both companies. More than ten high-profile clients
currently operate both Singl.eView and Intec products together;



-        an experienced and professional team of over 630 people with skills in
developing, selling and implementing complex, high-value retail billing systems
worldwide;



-        a greatly enlarged professional services team giving Intec a much
increased ability to implement large OSS projects on a global basis. Singl.eView
currently has over 430 professional services staff compared to around 250 in
Intec;



-        relationships with several key integrators in the telecoms business,
including Accenture, IBM and EDS; and



-        offices in a combined total of 26 locations which will increase Intec's
distribution and delivery capabilities to some important markets, including
Canada and Australia.



The Directors believe that there are a number of synergies and improvements, in
terms of both enhanced business performance and reduced costs, that should
potentially be available to the Enlarged Group. In the area of improved business
performance, the opportunity for the Enlarged Group to sell a wider product set
to both existing and prospective customers may be available, as well as the
ability to use the distribution channel partnerships that each business has
created. In addition, the major sales and support locations of the two
companies, for example Intec in Europe, Central and Latin America, and the USA,
and Singl.eView in Canada and Australia, are generally not duplicated, allowing
the possibility of a stronger sales presence in markets where the existing
businesses are not historically well represented. Where there is overlap, the
Directors believe that the Enlarged Group will benefit from potential cost
savings resulting from the integration of some administrative functions, the
removal of duplication in some budget items (for example, office space, IT
facilities or trade shows) and the more efficient allocation and thus
utilisation of resources around the Enlarged Group.



Singl.eView, in common with many OSS companies, has experienced a marked decline
in revenues in the past two years as a result of the challenging market
conditions in the telecommunications sector. To an extent, this decline has been
a feature of the sector over the period. The Directors also believe that the
publicly announced sale process and consequent uncertainty around the ownership
of the business has further contributed to the pressure on Singl.eView's
revenues in recent months. The Directors believe that Intec, as a focused vendor
within the OSS space, will be able to provide the leadership, stability and
management attention that Singl.eView requires.



Considering these factors, and based on Singl.eView management forecasts, the
Directors believe that the Acquisition has the potential to be earnings
enhancing in the first full financial year of ownership (to 30 September 2005).
This statement excludes, for these purposes, the diluting effect on earnings of
the Open Offer Shares and should not be interpreted to mean that Intec's
earnings per share in the first full financial year following the Acquisition,
or in any subsequent period, would necessarily match or be greater than those
for the relevant preceding financial period. In particular the Directors believe
that on-going reduction in day-to-day operating costs, combined with
stabilisation and strengthening of Singl.eView revenues will be important
factors in achieving desired levels of profitability.



Integration



Overview



Integration of Singl.eView into the Enlarged Group, to create a substantially
larger entity that can operate effectively on a global basis, will be a key
management priority immediately after Completion and during 2005. A considerable
amount of work has already been completed on the planning of the integration,
and the key aspects of the integration project are summarised below.



Singl.eView has incurred significant losses and declines in revenue in recent
years despite existing management's efforts to maintain sales and reduce costs.
As part of its integration strategy, and in addition to seeking to significantly
increase revenue in the short term, Intec will need to reduce costs in
Singl.eView by streamlining operations and integrating the technology, products
and services, operations, systems and personnel of Singl.eView with those of the
Group.



Integration strategy



The management teams of Intec and Singl.eView are working together on building a
best-practice integration plan for the Enlarged Group that aims to maximise the
strengths of both organisations. A dedicated integration project office has been
created, headed by an experienced Intec manager and supported and advised by an
external consultancy company with a track record of large-scale integration
projects. The project office reports regularly to the Directors and has the
delegated authority to engage other managers within both Intec and Singl.eView
in integration planning and activities. All Intec divisional directors have
specific integration plans and budgets in preparation, and are meeting regularly
with their Singl.eView counterparts to ensure close cooperation on integration
tasks.



To assist smooth integration of the two organisations at a corporate level, a
transitional services agreement has been put in place, with a defined level of
spend by ADC. This will allow Intec to request that certain corporate services
currently provided by ADC to Singl.eView, such as IT systems, HR and legal
services, continue for a transitional period. In addition, the Acquisition
Agreement includes provisions and safeguards that came into effect from
announcement and continue until Completion to ensure Intec has had (so far as
permitted by law and regulation) a reasonable level of oversight of the business
during this time.



Integration timeline



Integration will be conducted over an estimated 12 to 18 month period, the key
elements of which are as follows:



-        Immediate post-acquisition period - The enlarged business to operate
under one name. Reporting lines and financial authorities to be established to
ensure Intec has proper control of the business. Budgets and operational plans
for 2005 agreed by the Board and divisional managers. Future corporate structure
and transition plan agreed. Singl.eView product development organisation
reporting into Intec structure, with agreed 'road-maps', development priorities,
timescales and budgets.



-        Short term - Review of resource requirements and resourcing plans
completed. Detailed budgeting completed, including performance targets and
incentives. Sales force cross training completed and account strategy agreed.



-        Medium term - Completed initial market awareness program.
Cross-training of professional service teams completed. Integration of
distribution organisation complete. Integration of corporate services, and
merger of IT systems completed.



-        Longer term - Integration of financial reporting complete. Cost
benefits from integration synergies contributing fully to the Enlarged Group



Throughout this process there will be a formal six monthly review of integration
progress to date, including sales pipeline, account management, resourcing and
budgeting.



Further Details of the Acquisition



The consideration for the Acquisition of $74.5 million is being funded by the
issue of up to 60,429,167 Vendor Placing Shares by way of a Vendor Placing to
certain GA entities to raise $71 million and the balance of $3.5 million being
provided from Intec's existing cash resources. The Vendor Placing was effected
at a price of 63.9 pence per share, being the average closing price of an
Ordinary Share over the five business days prior to 4 June 2004 (the date of the
announcement of the Acquisition). The Consideration is payable on Completion.
Intec is not dependent on the Placing and Open Offer in order to fund the
consideration for the Acquisition, and the Acquisition is not conditional on the
Placing and Open Offer being, or becoming, unconditional. The purpose of the
Placing and Open Offer is to provide working capital for the full and effective
integration of Singl.eView and to support the operations of the Enlarged Group.



The Acquisition remains conditional upon the approval of Shareholders and the
Admission of the Vendor Placing Shares. In addition, the Acquisition also
requires the consent to the change in ownership of Singl.eView by a number of
customers and partners of Singl.eView, of which two remain outstanding as at the
date of this document. Discussions are continuing with those two parties to
secure their consent.



Due to its size in relation to Intec, the Acquisition is conditional on the
approval of Shareholders, which will be sought at the Extraordinary General
Meeting. Irrevocable undertakings to vote in favour of the Acquisition at the
EGM have been received from Shareholders holding over 40 per cent. of the
existing issued ordinary share capital of Intec.



Pursuant to the Acquisition Agreement, it is a condition of the Acquisition that
ADC provides Intec with an 18-month credit facility of up to $6 million at the
US prime lending rate and that, for a transitional period following Completion,
ADC provides the various centralised services and assistance summarised under
the paragraph entitled "Integration Strategy" above. The Consideration is
subject to a limited cash adjustment mechanism to the extent that the working
capital of Singl.eView at Completion differs from an agreed target. The
Acquisition Agreement contains customary representations, warranties and
indemnities in favour of Intec.



Arrangements with General Atlantic



The disposal of Singl.eView was run by ADC as an auction process. Intec was one
of a number of interested bidders and it was clear that, in order to compete
effectively in the auction process, Intec's offer for Singl.eView needed to be
made in cash. Furthermore, due to ADC's requirement that the transaction could
not be conditional on financing, it was not possible for Intec to raise capital
through the public markets. Intec therefore approached GA to assist with the bid
for Singl.eView.



To facilitate the Acquisition, Intec entered into the Vendor Placing Agreement
pursuant to which it conditionally agreed to place the Vendor Placing Shares
with certain GA Entities in consideration for GA agreeing to procure the payment
of $71 million in cash to ADC. Notwithstanding the dilutive effect of the Vendor
Placing, the Board of Intec, after careful consideration of this and other
options, considers this method of acquisition financing to be in the best
interest of Shareholders. GA is a leading global direct investment firm and,
through certain GA Entities, an existing investor in Intec. The number of Vendor
Placing Shares placed with GA was determined by reference to the average closing
price of an Ordinary Share over the five business days ending on 3 June 2004.
The $3.5 million balance of the purchase price will be met from Intec's existing
cash resources.



Unlike a traditional underwriting agreement, the Vendor Placing Agreement is
conditional only upon Completion and Admission of the Vendor Placing Shares and,
therefore, ADC is not directly exposed to external market risk in relation to
the transaction.



The aggregate shareholding of GA Entities in Intec following completion of the
Vendor Placing will be approximately 23.4 per cent. of the enlarged issued share
capital of the Company upon issue of the Vendor Placing Shares and the Open
Offer Shares (assuming full take-up by the GA Entities of their Open Offer
Entitlements).



The Vendor Placing Agreement with GA contains certain restrictions on the
ability of the GA Entities to dispose of the Vendor Placing Shares following
Completion. For the first 12 months following Completion, no Vendor Placing
Shares may be disposed of except in limited circumstances relating principally
to a reorganisation of Intec's share capital or the acceptance of a general
offer for all of Intec's shares. For a further 12 months beyond the initial
period, the GA Entities are obliged to comply with certain restrictions as to
procedure and price of any disposals in order to maintain an orderly market in
Intec's shares.



GA has also entered into a relationship agreement with Intec to ensure that the
GA Entities do not take any action which prejudices the general body of
shareholders of Intec. The agreement contains a standstill provision prohibiting
the GA Entities from making or soliciting an offer for Intec's shares or
increasing their stake in Intec above 30 per cent. without the consent of the
Board.



It is also a term of the relationship agreement that, whilst the GA Entities in
aggregate hold more than 10 per cent. Of the issued share capital of Intec, GA
will have the right to nominate one non-executive director to be appointed to
the Board. Rene Kern, a Managing Member at General Atlantic Partners, LLC, will
therefore become a Director upon Completion. Mr Kern or any replacement director
nominated by GA will retire and be subject to re-election at the first annual
general meeting of Intec (the "AGM") following their initial appointment and, if
the relevant GA nominee is not elected, GA will be able to nominate another
person to be a Director who the Board shall appoint until the next AGM.



Information on General Atlantic



General Atlantic Partners, LLC, is one of the world's leading direct investment
firms focused on investing globally in companies providing or using IT in ways
that significantly transform the value proposition. GA's investment focus in IT
includes providers of IT, IT-related services and users of IT in traditional
industries such as healthcare, finance and government.



The firm was founded in 1980 and has almost $6 billion in capital under
management. General Atlantic has invested in over 130 IT companies and has
current holdings in over 50 companies, of which almost one-third are based
outside the United States. General Atlantic's portfolio companies include
Archipelago, Digital China, Eclipsys, Exult, iSoft Group, Liberata, Open Text
Corporation, Patni Computer Systems, ProxyMed, SESA, SRA International,
Upromise, Xchanging and Zagat.



General Atlantic has nearly 70 professionals among its 130 employees worldwide
with offices in Greenwich, New York, Palo Alto, Washington D.C., London,
Dusseldorf, Singapore, Tokyo, Mumbai, Hong Kong and Sao Paulo.



Current Trading and Future Prospects of the Enlarged Group



Intec has shown year-on-year revenue growth since it was founded in 1997, which
the Directors consider to be a strong performance particularly against a
background of a general decline in telecommunications capital expenditure in the
period between 2001 and 2003. The performance of the Company during 2004
continues to track the current business plan satisfactorily and trading is in
line with the Directors' expectations for the full year ending 30 September
2004. Intec's sales in the current financial year have shown considerable growth
against the comparable period in the year to 30 September 2003 (as set out in
the interim results) and the Directors expect that the Group will continue to
deliver organic growth across its portfolio of products. The Directors are
confident that the Group will meet their expectations for the full year. Full
details of the interim results for the nine months to 30 June 2004 are set out
in a separate announcement today.



Singl.eView has shown a reduction in revenues from 2002 to 2003 and this has
continued into 2004. The Directors believe that this has been partly due to the
overall industry decline as well as the lack of focus on billing systems within
the much larger ADC corporate organisation during a very challenging period for
the OSS market. The  Directors also believe that the publicly announced disposal
of the business, and then a lengthy disposal process, has seriously impacted its
sales momentum in recent months. In addition, Singl.eView has continued to be
loss making into 2004. However, since the announcement of Intec's plans to
acquire the business on 4 June 2004, Singl.eView has successfully completed
negotiations on two significant contracts, both wins being achieved in the face
of stiff competition from other vendors.



The Directors believe that Singl.eView's product offering is at least comparable
in terms of performance and functionality to other billing systems available
within the telecommunications market and that it has the potential to be a
market leader.



The Directors believe that the declining financial performance can be stabilised
under Intec's ownership (as described in the paragraph above headed "Integration
") and this, combined with the brightening OSS market conditions, can deliver an
improved performance for both Singl.eView, and the Enlarged Group, in the
future. With Completion expected to take place on 27 August 2004, the Directors
do not expect Singl.eView to make a material contribution to the Enlarged
Group's results for the year ended 30 September 2004. However, with a
significant proportion of next year's revenues already committed, the Directors
are cautiously confident that Singl.eView's management expectations will be met
in the following year and, therefore, that the Acquisition has the potential to
be earnings enhancing in the first full year of ownership as described earlier.



Details of the Placing and Open Offer



The Company is proposing to raise approximately £15 million (net of expenses)
pursuant to the Placing and Open Offer by the issue of 31,157,899 Open Offer
Shares. Baird, as agent for the Company, has conditionally agreed to place the
Open Offer Shares at the Issue Price with institutional and other investors,
failing which, Baird itself will subscribe for the Open Offer Shares. Of the
Open Offer Shares, 8,530,418 Open Offer Shares are Firm Placed Shares and
22,627,481 Open Offer Shares are being conditionally placed with placees subject
to clawback to satisfy valid applications from Qualifying Shareholders under the
Open Offer.



Qualifying Shareholders are being given the opportunity to subscribe under the
Open Offer for Open Offer Shares at 58 pence per share on the following basis:



3 Open Offer Shares for every 20 Existing Ordinary Shares



held by them on the Record Date, rounded down to the nearest whole number, and
so in proportion for any other number of Existing Ordinary Shares then held.
Qualifying Shareholders may apply for any number of Open Offer Shares up to
their maximum entitlement, which, in the case of Qualifying non-CREST
Shareholders, is equal to the number of Open Offer Entitlements as shown on
their Application Form or, in the case of Qualifying CREST Shareholders, is
equal to the number of Open Offer Entitlements standing to the credit of their
stock account in CREST.



No application in excess of a Qualifying Shareholder's maximum entitlement will
be met, and any Qualifying Shareholder so applying will be deemed to have
applied for his maximum entitlement only.



Application has been made for the Open Offer Entitlements to be admitted to
CREST. It is expected that the Open Offer Entitlements will be admitted to CREST
on 5 August 2004. The Open Offer Entitlements will also be enabled for
settlement in CREST on 5 August 2004. Applications through the means of the
CREST system may only be made by the Qualifying Shareholder originally entitled
or by a person entitled by virtue of a bona fide market claim.



Qualifying non-CREST Shareholders will receive an application form which sets
out their maximum entitlement to Open Offer Shares as shown by the number of
Open Offer Entitlements allocated to them. Qualifying CREST Shareholders will
receive a credit to their appropriate stock accounts in CREST in respect of
their Open Offer Entitlements on 5 August 2004.



The New Ordinary Shares will, when issued, rank pari passu in all respects with
the Existing Ordinary Shares. It is expected that Admission will become
effective and dealings in the Vendor Placing Shares will commence on 27 August
2004 and dealings in the Open Offer Shares will commence on 2 September 2004.



Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for acceptance and payment, are contained in
the letter from Baird set out in the Prospectus and, where appropriate, on the
accompanying Application Form. To be valid, the relevant CREST instructions must
have been settled as explained in this document and Application Forms must be
received by the Company's registrars, Capita Registrars no later than 11.00 a.m.
on 26 August 2004.



The Placing and Open Offer are conditional, inter alia, upon the Placing
Agreement and the Acquisition Agreement having become unconditional and not
having been terminated in accordance with their terms. If the conditions of the
Placing Agreement are not fulfilled or waived on or before 8.00 a.m. 2 September
2004 (or such later time and dates as the Company and Baird may agree, being no
later than 8.00 a.m. 16 September 2004) or if the conditions of the Acquisition
Agreement are not fulfilled or waived on or before 8.00 a.m. 2 September 2004
(or such later time as the Company and the Vendor may agree), the Placing and
Open Offer will not become unconditional, any Open Offer Entitlements admitted
to CREST will thereafter be disabled and application monies will be returned to
applicants, without interest, as soon as practicable thereafter.



For those Qualifying Shareholders who do not elect to have their Open Offer
Shares credited to their relevant CREST stock account (if any), definitive share
certificates in respect of the Open Offer Shares for which they validly
subscribe are expected to be dispatched on or before 9 September 2004. For those
Qualifying Shareholders who validly elect to hold their New Ordinary Shares in a
CREST Stock Account, the relevant account will be credited on the day of
Admission.



The Open Offer is not being made to certain Overseas Shareholders.



Undertakings



The Company has received undertakings to vote in favour of the Acquisition at
the EGM from the Executive Directors and certain other Shareholders in respect
of, in aggregate, 85,629,001 Ordinary Shares, representing approximately 41.2
per cent. of the issued share capital of the Company.  Certain Shareholders have
agreed irrevocably not to take up their entitlements in respect of 8,530,418
Open Offer Shares in aggregate under the Open Offer. Such shares comprise the
Firm Placing.



Prospectus



It is expected that the Prospectus, accompanied by an Application Form and a
Form of Proxy for use at the EGM will be posted to Shareholders shortly.



Expected Timetable of Principal Events



Record Date for the Open Offer
28 July 2004



Latest time and date for receipt of Forms of Proxy for the EGM
2.30 p.m. on 22 August


EGM
2.30 p.m. on 24 August



Latest time and date for splitting Application Forms (to satisfy bona fide
market claims only)
3.00 p.m. on 24 August



Latest time and date for receipt of Application Forms and payment in full under
the Open Offer
11.00 a.m. on 26 August


Date of Admission of the Vendor Placing Shares
27 August



Date of Admission of Open Offer Shares
2 September



Date of delivery in CREST of Open Offer Shares to be held in uncertificated form
2 September



Definitive share certificates in respect of Open Offer Shares to be held in
certificated form to be dispatched by
9 September



Definitions



The following definitions apply throughout this announcement:



"Acquisition"                  the proposed acquisition of Singl.eView
                               by the Company pursuant to the Acquisition 
                               Agreement

"Acquisition Agreement"        the conditional agreement dated 3 June 2004
                               between, inter alia, (1) the Company and (2) 
                               ADC relating to the Acquisition,
                               the principal terms of which are summarised in 
                               paragraph 8 of Part VIII of the Prospectus

"ADC"                          ADC Telecommunications, Inc


"Admission"                    admission of the Vendor Placing Shares
                               and the Open Offer Shares, as applicable, to 
                               listing on the Official List and to
                               trading on the London Stock Exchange's market
                               for listed securities becoming effective

"Application Form"             the application form relating to the Open
                               Offer being sent to Qualifying non-CREST 
                               Shareholders with the Prospectus

"Baird" or "Robert W. Baird"   Robert W. Baird Limited

"Board" or "Directors"         the board of directors of the Company whose
                               names appear on page 3 of the Prospectus

"Completion"                   completion of the Acquisition

"Consideration"                the consideration to be paid pursuant to
                               the Acquisition

"CREST"                        the relevant system (as defined in the
                               Uncertificated Securities Regulations 2001 
                               (SI 2001/3755)) in respect of which
                               CRESTCo is the Operator (as defined in such 
                               Regulations)

"CRESTCo"                      CRESTCo Limited, the operator of CREST

"EDS"                          Electronic Data Systems Corporation

"enabled for settlement"       in relation to Open Offer Entitlements,
                               enabled for the limited purpose of settlement of 
                               claim transactions and
                               unmatched stock event transactions (each as 
                               described in the CREST Manual issued
                               by CRESTCo)

"EGM" or "Extraordinary the extraordinary general meeting of the Company
General Meeting"               convened for 2.30 p.m. on 24 August 2004,
                               notice of which is set out at the end of the 
                               Prospectus

"Enlarged Group"               the Company and its subsidiaries following
                               Completion

"Executive Directors"          the executive directors of the Company as set
                               out on page 3 of the Prospectus


"Existing Ordinary Shares"     the Ordinary Shares in issue as at the date of
                               the Prospectus

"Firm Placed Shares"           Open Offer Shares which are the subject of
                               irrevocable undertakings from Shareholders not to 
                               take up under the Open Offer
                               and which have been placed firm by Baird, as 
                               agent to the Company

"Firm Placing"                 the placing of the Firm Placed Shares

"Form of Proxy"                the Form of Proxy accompanying this
                               document for use by Shareholders in connection 
                               with the Extraordinary General Meeting

"GA Entities"                  GA and any associate (as such term is
                               defined in paragraphs 11.1(d) and (e) of the 
                               Listing Rules) of GA, provided that
                               references to a "company" shall include any
                               body corporate, partnership, firm, association, 
                               trust or other commercial entity, whenever 
                               incorporated

"General Atlantic" or "GA"     General Atlantic Partners (Bermuda), LP

"Group"                        Intec and its subsidiaries and
                               subsidiary undertakings from time to time

"IBM"                          International Business Machines Corporation


"Intec" or "the Company"       Intec Telecom Systems PLC

"Issue Price"                  pence per Open Offer Share

"New Ordinary Shares"          the Open Offer Shares and the Vendor Placing
                               Shares

"Open Offer"                   the conditional open offer being made by
                               Robert W. Baird, acting as agent for the Company, 
                               to Qualifying Shareholders to subscribe for the 
                               Open Offer Shares at the
                               Issue Price on the terms and subject to the 
                               conditions set out in the Prospectus
                               and in the Application Form

"Open Offer Shares"            the new Ordinary Shares to be issued at the
                               Issue Price pursuant to the Placing and Open Offer

"Ordinary Shares"              ordinary shares of 1 penny each in the
                               capital of the Company

"Overseas Shareholders"        Shareholders who have registered addresses, or who
                               are citizens, residents or nationals, of countries
                               outside the UK

"Placing"                      the conditional placing by Baird on
                               behalf of the Company of the Open Offer Shares 
                              (but not the Vendor Placing Shares) pursuant to 
                              the Placing Agreement

"Placing Agreement"           the conditional agreement dated 4 August 2004
                              made between (1) the Company and (2) Robert W.
                              Baird Limited relating to the Placing and Open 
                              Offer, the principal terms of which are summarised 
                              in paragraph 8 of Part IX the Prospectus

"Proposals"                   the Acquisition, the Vendor Placing and
                              the Placing and Open Offer

"Proposed Director"           Rene Kern, a general partner of General
                              Atlantic

"Prospectus"                  the prospectus relating to the
                              Acquisition, the Vendor Placing and the Placing 
                              and Open Offer expected to be posted to
                              Shareholders on 4 August 2004

"Qualifying CREST             Qualifying Shareholders whose Ordinary Shares
Shareholders"                 on the register of members of the Company on the
                              Record Date are in uncertificated form

"Qualifying non-              Qualifying Shareholders whose Ordinary Shares on the
CREST Shareholders"           register of members of the Company on the Record
                              Date are in certificated form

"Qualifying                   Shareholders on the register of members of the Company
Shareholders"                 on the Record Date (except for certain
                              Overseas Shareholders)

"Record Date"                 the record date for the Open Offer, being
                              the close of business on 28 July 2004

"Resolution"                  the resolution to be proposed at the EGM

"Shareholders"                the holders of Ordinary Shares

"Singl.eView"                 the 'Singl.eView' retail billing
                              software division owned by ADC

"United States" or            the United States of America, its
"US" or "USA"                 territories and possessions, any state of the 
                              United States of America and the District of Columbia

"Vendor"                      ADC (together with the other Sellers,
                              as defined in the Acquisition Agreement)

"Vendor Placing"              the vendor placing of the Vendor Placing
                              Shares with certain GA Entities in connection with 
                              the Acquisition

"Vendor Placing               the conditional agreement, dated 3 June
Agreement"                    2004, between GA and Intec relating to the placing of
                              the Vendor Placing Shares with certain GA Entities
                              for cash as described in paragraph 8 of Part IX of 
                              the Prospectus

"Vendor Placing               up to 60,429,167 Ordinary Shares
Shares"


"$" or "US$"                  US dollars. (Save where otherwise
                              provided in this document, an exchange rate of 
                              $1.8387 to £1 (the exchange rate on 3 August 2004 
                              (the latest practicable date prior to the 
                              announcement of the Proposals)) has been used)


Robert W. Baird Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting solely for Intec Telecom Systems
plc in connection with the Acquisition and the Placing and Open Offer and is not
acting for any person other than Intec Telecom Systems plc and will not be
responsible to any person other than Intec Telecom Systems plc for providing the
protections afforded to clients of Robert W. Baird Limited or for providing
advice to any other person in connection with the matters described in this
announcement.






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