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CommSoft Offers 1:1 Rights Issue

Auckland, New Zealand: 31 January 2002 – CommSoft Group Limited (ASX/NZSE: CSG) announced today it is offering shareholders one new share at 5 cents for every share held. If all the rights are taken up this will raise approximately $6.2m. The offer is open to all shareholders on the register on February 8 (the record date). The net proceeds of the issue will be used to fund CommSoft’s working capital requirements and drive higher sales through its improved distribution channels.

CommSoft Chairman, Greg Gardiner comments: “As a result of the decisive actions taken over the past months CommSoft now has the management, staff, products and distribution channels to produce significantly improved results.

“The Directors believe that, with shareholder support, CommSoft Group can complete its restructuring and deliver the improvements in performance and value our shareholders require. We believe the issue offers all shareholders the opportunity to invest in the company at attractive price levels.”

The idea of a rights issue was raised by shareholders at the Company’s November shareholder meetings and briefings in Sydney and Auckland. In August 2001 the Directors were not able to make a general offer to all shareholders, and the Group therefore sought and obtained shareholder approval for a private placement of shares and Convertible Notes to professional investors at that time. Shareholders present at the meetings in Sydney and Auckland indicated that if a rights issue were contemplated they would view it positively.

“The rights issue is a vital part of building a successful and prosperous Group,” said Managing Director Mark Lunt. “We have concluded very promising new distribution agreements and partnerships in the UK, Australia and the USA (all described in recent press releases) and breathed new life into channels in New Zealand and South Africa. With shareholder support the Board and management expect to capitalise on the many opportunities the Group has created.”

Recent successes
Recent months have seen major new releases of CommSoft’s CallMaster and NetMaster products, continuing development of the Brains Customer Relationship Management software, and the first UK sales of CellMaster, software that helps companies control and manage their cellular phone costs.

CellMaster is soon to be installed in two large UK organisations on a monthly rental basis for three year contracts. Contracts of this kind will help CommSoft develop recurring revenue streams to underpin operating expenses and cash flow.

Costs have been dramatically reduced with headcount now at approximately 40 (down from 150 in April 2001).

New sales channels have been secured in Australia; marketing of CallMaster in the US has commenced; resellers in New Zealand have been revived and a new distribution arrangement for the UK which will yield annual savings of A$3m is being implemented.

NetMaster has been awarded a 5/5 rating by the influential Secure Computing Magazine (paid circulation 100,000) and was described as a “flexible and imaginative solution for any size network where cost of Internet usage is causing concern”. The product has received extensive, positive coverage in newspapers and magazines, and on television and has some excellent customer success stories.

Ends

About CommSoft Group Limited
CommSoft Group Limited is an international leader in the development of niche software products for the telecommunications industry. CommSoft develops and markets leading edge telecommunications and Customer Relationship Management software to help all kinds of enterprises make better use of their communications and Internet equipment through better cost management, increased staff productivity and improved customer service.

Its products are bundled with products and services by some of the world's largest telecommunications suppliers. NetMaster won product of the month in UK Integration magazine April 2001 and scored 5/5 in a performance review by international SECURE Computing magazine in January 2002.

More information is available at www.commsoftgroup.com


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