Angoss Announces Proposed Share Consolidation Plan; Appointment of New Director



    TORONTO, Oct. 12 /CNW/ - Angoss Software Corporation (Angoss) (TSX-V:
ANC) today announced a proposed consolidation of its common shares (Share
Consolidation Plan), and the proposed appointment of Ram Ramkumar to its board
of directors.
    The Share Consolidation Plan is subject to the approval of The Toronto
Venture Exchange (Exchange) and shareholder approval (Required Approvals). Ram
Ramkumar's appointment is also subject to the approval of the Exchange.

    Share Consolidation Plan

    Subject to receipt of the Required Approvals, Angoss proposes to
implement a consolidation of its common shares, resulting in the cancellation
of up to a maximum of approximately 6,000,000 (15% of currently outstanding)
common shares, and a corresponding reduction of up to approximately 80% in the
number of current Angoss shareholder accounts.
    The benefits of the Shareholder Consolidation Plan include providing a
cost effective liquidity option for small shareholders, reducing
administrative costs associated with maintaining a large shareholder base of
odd-lot and small shareholders, addressing shareholder value impacts of
isolated and part-lot trading in the Company's securities, and rationalizing
the Company's capital structure to support future business operations.
    "The Share Consolidation Plan is intended to return capital to small
shareholders who otherwise lack options to dispose of their shares in the
market," commented Angoss President Eric Apps. "It will also help rationalize
the Company's capital structure to support future business growth and
financing plans."
    Angoss currently has outstanding approximately 40,000,000 common shares.
Based on current data, approximately 6,000,000 or 15% of these shares are held
by an estimated 3,500 shareholder accounts, representing an average of
approximately 1,750 common shares per holder. Among these shareholders,
holdings range from 1 to 10,000 common shares.
    The basis of consolidation proposed will be approximately 7,500 common
shares for 1 common share, followed immediately by the deconsolidation of the
consolidated shares to achieve minimum distribution and other requirements of
the Exchange. On such basis, holders of less than 7,500 shares would receive
cash based on a price of approximately $0.18 per common share and their common
shares would be cancelled. Up to $1 million, inclusive of meeting, advisory
and transaction costs, has been allocated to the implementation of the Share
Consolidation Plan.
    Holders of 7,500 shares or less who do not elect to increase their
holdings to above 7,500 common shares prior to the effective date of the share
consolidation would receive a cash payment of approximately $0.18, being the
weighted average trading price of the common shares during the 45 day period
preceding October 11, 2007, the date of announcement of the Share
Consolidation Plan.
    On a post consolidation basis, the proposal would provide for a
post-consolidation share price in the range of $1 per share. Based on the
Company's recent trading range, this would involve a post consolidation number
of issued and outstanding shares in the range of 7,500,000 shares. Outstanding
options, warrants and other convertible securities would also be adjusted on
the same basis.

    Appointment of Ram Ramkumar to Angoss Board

    Ram Ramkumar, who is proposed to succeed Joseph Martin as a member of the
Company's board of directors, has a 25-year career as a successful business
entrepreneur.
    As President and CEO of Inscape (formerly Office Specialty), Ram grew its
revenues from $20 million in 1988 to $170 million after its listing on the
Toronto Stock Exchange in 1997. Mr. Ramkumar is also a director of Merge
Healthcare (formerly Cedara) and is actively involved with other organizations
including Process Research Ortech, the Children's Technology Workshop, the
Toronto chapter of TiE, and the Entrepreneurial Advancement Board of the
Rotman School of Business.
    "On behalf of our shareholders I would like to both acknowledge the many
contributions over a long period of time of Joe Martin to our Company and
welcome Ram to our board," commented Angoss President Eric Apps. "We look
forward to benefiting from Ram's entrepreneurial drive, board experience, and
input on our growth plans, particularly in south east Asia where many of our
clients continue to expand their operations, creating interesting business
growth opportunities."

    Shareholder Meeting to Approve Share Consolidation

    In order to implement the Share Consolidation Plan, a special meeting of
shareholders will be convened to approve an amendment to the articles of the
Company to effect a consolidation of the Common Shares, on the basis proposed,
with an immediate deconsolidation of such shares thereafter to meet the
minimum distribution requirements of the Exchange. Approval of two thirds of
shareholders present or represented by proxy would be required for approval of
the Share Consolidation Plan. If approved, the consolidation would be expected
to occur in December 2007 and the deconsolidation would be effective
immediately thereafter.
    Under the Share Consolidation Plan shareholders holding less than
7,500 pre-consolidation shares, or such other number of shares as is specified
in the proposal (Minimum Required Shares), and who do not acquire such
additional common shares in the market as are required to own the Minimum
Required Shares as of the effective date, would cease to have any common
shares in the Company and would instead receive a cash payment per
pre-consolidation whole share of approximately $0.18, being the weighted
average trading price of the common shares during the 45 day period preceding
October 11, 2007, the date of announcement of the Share Consolidation Plan.
Shareholders holding in excess of the Minimum Required Shares will not be
affected, other than being required to tender their old share certificate for
a new share certificate bearing the new CUSIP number, and reflecting their new
shareholdings after giving effect to the terms of the Share Consolidation
Plan.
    Shares purchased in conjunction with the share consolidation will be
cancelled. Purchase transactions for such cancelled shares and all associated
costs will be funded by the Company. Formal notification, including
confirmation of the record date for the Share Consolidation, confirmation of
any required regulatory or shareholder approvals, letters of transmittal and
related documentation for implementing the Share Consolidation, dissent rights
of objecting shareholders, and the estimated costs of such consolidation will
be provided by the Company as and when received.
    The shareholders' meeting is currently expected to be scheduled for
November 2007. Shareholders will be provided with information by mail in
coming weeks outlining the proposed terms of consolidation/deconsolidation,
the basis of consolidation, and any necessary steps they need to take, as well
as their rights to object to the Share Consolidation Plan.
    No assurance can be given that the Shareholder Consolidation Plan will be
approved by the Exchange or by shareholders on the terms proposed or at all.
    Under the proposal, the Company will also reserve the right to terminate
the Share Consolidation in the event the Share Consolidation Proposal is not
approved on the terms proposed, or for any other reason, up to the time of
filing the articles of amendment giving effect to the Share Consolidation
Plan.

    Angoss Software empowers people to make "Better Business Decisions. Every
Day."(TM). Some of the world's leading financial services, telecom, life
sciences, and retail organizations use Angoss predictive analytics software
and services to grow revenues, while reducing risk and cost. Angoss helps our
clients utilize business data to discover the key drivers of behavior, predict
future trends and events, and act with confidence when making business
decisions.
    Angoss combines powerful market proven software with focused industry
services expertise in the deployment, integration and use of predictive
analytics in enterprise environments. Our differentiators include broad user
acceptance, a commitment to open standards, rich functionality, rapid
deployment, exceptional ease-of-use and affordability.
    Headquartered in Toronto Canada, Angoss has offices in the UK and
Australia and partners with the world's leading enterprise software and
services vendors. For more information, visit www.angoss.com.

    This press release contains statements of a forward-looking nature. These
statements are made under the "safe harbor" provisions of the U.S. Private
Securities Litigation Reform Act of 1995. The accuracy of these statements may
be impacted by a number of business risks and uncertainties that could cause
actual results to differ materially from those projected or anticipated,
including: the risk that the sale of our products and services involves a long
sales cycle; the risk that the economic environment and business conditions
will remain difficult to predict; the risk of competition in our target
markets; the risk that we may not respond adequately to evolving technologies;
the risk that we or our customers may have difficulties in introducing our
products or services; the risk that we will encounter difficulties in
continuing to offer services; the risk that we will encounter difficulties in
integrating the operations of acquired companies with our own; the risks of
conducting our operations in a variety of international locations; the risk
that we may need to record future write-downs of assets arising from our
investments in other companies; the risks relating to the costs that we may
incur as a result of litigation against us; and other risks described in our
filings with securities regulatory authorities, including our annual reports,
interim financial statements and similar disclosure documents. ANGOSS Software
does not undertake any obligation to update this forward-looking information
after the date of its initial publication, except as required under applicable
law.

    Note: The TSX Venture Exchange does not accept responsibility for the
    adequacy or accuracy of this release.





For further information:

For further information: Lon Vining, Chief Financial Officer, (416)
593-2420, lvining@angoss.com

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Angoss Software Corporation

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