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Orbital Soft Hldgs (ORB)

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Wednesday 07 November, 2001

Orbital Soft Hldgs

Offer Update

Orbital Software Holdings PLC
7 November 2001

For Immediate Release                                         7 November 2001

                        Orbital Software Holdings plc

              Statement re. recommended offer by Sopheon plc and
                    announcement of directors' acceptance

On 22 October 2001, Orbital Software Holdings plc ('Orbital') and Sopheon plc
('Sopheon') announced a merger by way of a recommended offer by Sopheon for
Orbital ('the Offer').  Under the terms of the irrevocable undertakings
entered into on 22 October 2001, the directors of Orbital ('the Directors')
announce that they and certain other shareholders, in total representing
approximately 23 per cent. of Orbital's issued share capital, have submitted
their acceptances in respect of the Offer.

Further to the announcement of the merger the directors of Orbital have noted
recent press speculation regarding the level of potential distributable cash
proceeds which may result from a liquidation of Orbital. The Directors
continue to believe there is a strong commercial opportunity for Orbital's
Organik product.  A strategic review conducted with the assistance of the
Chasm Group identified that Orbital should direct its commercial focus towards
the research and development business process, while seeking business
partnerships that provide access to content and an established customer base.

The Directors believe a merger with Sopheon will give the enlarged group the
opportunity to benefit from greater development and sales resources, improved
market presence in both the UK and the US, and a wider product and service
offering. The combination of the two businesses will, the Directors believe,
result in greater opportunities for Orbital's existing business than may
otherwise have been available.

In arriving at this conclusion, the Directors have reviewed a variety of
options for Orbital, including the option to pursue growth through independent
development, the option to pursue growth via a proactive merger and
acquisition strategy, and the option of ceasing operations, liquidating the
assets and returning any remaining cash to Orbital shareholders.

Given the recent speculation in the press regarding the level of potential
distributable cash proceeds which may result from a liquidation of Orbital,
the Directors believe it is appropriate to comment on the results of their
review of this option.

First, it should be noted that liquidation of a listed operating company is a
complex and time-consuming process involving a number of variables.  In
arriving at an estimate of potential liquidation proceeds, the Directors have
considered the current cash balance and other assets of the company as well as
the cash costs and potential liabilities related to any potential liquidation

Liquidation-related cash outflows would include, but not be limited to,
trading losses incurred during any 'wind-down' period, redundancy costs for
staff, break-fees and penalties for early termination of certain facility
lease obligations, legal, accounting and other professional fees related to
the liquidation process.  Further outflows would be incurred in satisfying
debt obligations and creditors of Orbital.  Finally, the Directors believe
that contingent liabilities would need to be provisioned for in the case of a
liquidation.  These include liabilities related to customer contract
obligations for ongoing implementation, maintenance and support of existing
Organik customers in the US and Europe and any outstanding litigation.

Accordingly, taking account of commercial estimates of these costs and
contingencies and subtracting the sum from the current cash balance as
increased by any proceeds realised on the sale of assets, the Directors
estimate that, were the liquidation of Orbital effected, the distributable
cash remaining for current shareholders would be significantly lower than
Orbital's cash balance of approximately £13 million as at 30 September 2001.

Based on their analysis of this option and those described above, the
Directors continue to believe that a merger with Sopheon represents the best
opportunity to increase shareholder value, and continue to unanimously
recommend that Orbital shareholders accept the offer made by HSBC Investment
Bank plc on behalf of Sopheon.

Broadview International Limited, which is regulated in the United Kingdom by
The Securities and Futures Authority Limited, has approved the contents of
this advertisement solely for the purposes of section 57 of the Financial
Services Act of 1986.

The directors of Orbital accept responsibility for the information contained
in this announcement.  To the best of the knowledge and belief of the
directors of Orbital (who have taken all reasonable care to ensure that such
is the case), the information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the import of such


For further information contact :

Brian Gray         Orbital Software Holdings plc      Tel : + 44 (0)1313-483000

Isabel Petre / 
Steve Liebmann     Buchanan Communications            Tel : + 44 (0)20-7466-5000


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