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Altris Software Announces Strategic Financing By Spescom Ltd.


Business Editors

SAN DIEGO--(BUSINESS WIRE)--Jan. 18, 2000

Altris Software, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
: ALTS ALTS Association for Local Telecommunications Services
ALTS Aarhus Lawn Tennis Selskab (Denmark)
ALTS Annotated Labeled Transition System
ALTS Analogue Line Terminating Subsystem
ALTS Automatic Laser Tracking System
) announced today that, subject to approval by Altris shareholders, Spescom Ltd., a South African company, has agreed to provide additional working capital to Altris and to convert $6.0 million of debt and redeemable preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 plus related accrued interest Accrued Interest

The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date.

There are two methods for calculating accrued interest:
1) 360-day year method, used for corporate and municipal bonds.
 and dividends into Altris Common Stock.

Specifically, under the agreement, Spescom is to invest an additional $3.7 million in Altris for 5,285,714 shares of Altris Common Stock. In addition, $3,000,000 of Subordinated Debt Subordinated Debt

A loan (or security) that ranks below other loans (or securities) with regard to claims on assets or earnings. Also known as "junior security" or "subordinated loan".
 and $3,000,000 of Convertible Preferred Stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
, along with related accrued interest and dividends, is to be converted into 9,528,096 shares of Altris Common Stock. In December 1999, Spescom acquired the Subordinated Debt and Convertible Preferred Stock in a separate transaction directly from Finova Mezzanine Capital Mezzanine capital (or mezzanine debt) is a broad financial term that refers to unsecured, high-yield, subordinated debt or preferred stock that represents a claim on a company's assets that is senior only to that of a company's shareholders. , Inc.

Also as part of the transaction, Altris will acquire all the rights to Spescom's EMS 2000 software, a configuration management product which is currently being integrated with Altris' flagship eB product. Altris has also agreed to transfer its remaining 40% share of Altris Software Ltd. to Spescom.

After the transaction, Spescom will own approximately 66% of the Company's outstanding Common Stock. Based on issuance of shares to be issued as part of the previously settled shareholder lawsuit and exercise of outstanding stock options and warrants, Spescom's ownership would be approximately 58%. In conjunction with the completion of the transaction, the Altris Board of Directors will be restructured with two Spescom representatives and three existing Altris Board members.

Completion of the transaction is subject to approval of the Company's shareholders at a special meeting, the receipt of certain consents and other customary conditions.

Roger Erickson, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of Altris stated that "We are very pleased to have concluded this agreement for Spescom to provide additional strategic financing. Spescom has proven to be a valued partner and continues to be enthused about Altris' future prospects. The proposed transaction provides significant benefits to the Company by securing much needed working capital, removing substantial debt from our balance sheet, and bringing together the exciting EMS 2000 technology with eB." He added: "The additional capital assists the Company in facilitating its new growth initiatives related to the added technology from Spescom and our recently announced efforts to expand our e-commerce capabilities."

Tony Farah, Chairman of Spescom Ltd stated, "Our increased investment in Altris is in line with our stated objective of internationalizing our business and becoming a leading player in the knowledge management field. With the combined eB and EMS product, the blue chip Altris customer base and the recently announced Internet strategy, we believe Altris is well positioned to contribute to us achieving our strategic objectives."

The Company anticipates mailing to Altris shareholders the proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 for the special meeting of shareholders to consider the proposed transaction in early February. If the transaction is approved at the meeting and all other conditions to closing are met, the Company anticipates that the closing would occur in early April 2000.

eB is a registered trademark of Altris Software, Inc

Altris Software, Inc.

Altris Software, Inc. is a leader in delivering enterprise integrated document management software at customer installations around the world that include hundreds and thousands of users and tens of millions of documents. Across industries and applications Altris provides its customers with document management software solutions to increase productivity and profitability. From manufacturing and utilities to transport and engineering services, Altris solutions integrate with e-commerce applications and enable a variety of data to be handled rapidly and cost effectively over global networks.

Spescom Ltd.

Spescom is one of the foremost communications and information technology companies in South Africa South Africa, Afrikaans Suid-Afrika, officially Republic of South Africa, republic (2005 est. pop. 44,344,000), 471,442 sq mi (1,221,037 sq km), S Africa. . It is listed on the Johannesburg Stock Exchange Johannesburg Stock Exchange (JSE)

Established in 1886, the Johannesburg Stock Exchange is the only stock exchange in South Africa. Gold and mining stocks form the majority of shares listed.
. Spescom employs more than 200 software engineers in the fields of knowledge management and digital voice processing The computerized handling of voice, which includes voice store and forward, voice response, voice recognition and text to speech technologies. . Spescom develops its own technology and is also engaged in alliances with several of the world's top corporations in its field.

eB(TM)

eB provides a complete, integrated document management system for all office and technical documents, providing the means by which inherent and accumulated knowledge within an organization can be managed and controlled. It is a key component in the development of the knowledge management enterprise, providing customers with systems that physically acquire, manage and distribute information across the corporation.

Safe Harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement

Except for historical information contained herein, the matters set forth in this release include forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 that are dependent on certain risks and uncertainties, including such factors, among others, as market acceptance, market demand, pricing, changing regulatory environment, the effect of the Company's accounting policies, potential seasonality and other risk factors detailed in the Company's SEC filings.
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Publication:Business Wire
Geographic Code:1USA
Date:Jan 18, 2000
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