Acquisitions, etc

RTS NetWorks Group PLC
10 July 2000

RTS NetWorks Group PLC ('RTS NetWorks' or 'the Group')

Two Strategic Acquisitions and a Placing raising £4.65 million

Introduction

RTS NetWorks today announces that it has entered into conditional contracts
for the acquisitions of Synchronicity, Inc. in the USA and Axida Limited in
England.  These acquisitions will both strengthen the Group's position in the
US and bolster its e-logistics and retail expertise.  In order partially to
fund the acquisitions by a placing on behalf of the vendors and also to
provide working capital, the Group has undertaken a placing of 4,650,000 new
ordinary shares of 1p each ('Placing Shares') at 100p per share with
institutional and other investors, raising £4.65 million before expenses. 

In both cases, the acquisition agreement is conditional upon the admission of
the Placing Shares and the new ordinary shares to be issued to the vendors as
consideration to trading on AIM becoming effective.

Axida Limited ('Axida')

Axida, a Hull-based specialist in retail fulfilment software, adds a further
17 employees to the Group and will enhance RTS NetWorks' electronic commerce
offering.

The consideration payable to the vendors of Axida is a maximum of £6,175,000,
to be satisfied by the issue upon completion of 3,319,502 new RTS NetWorks
ordinary shares at 108.45p each for a value of £3.6 million and by the placing
of 1,575,000 new ordinary shares at 100p each on behalf of the vendors.  A
further £1 million in RTS NetWorks ordinary shares (to be issued at 108.45p
per share) may become payable to the vendors dependent on the future
performance of Axida.  Revenues in the 12 months ended 31 March 2000 were £1.5
million, achieving a net profit of approximately £200,000.  As at 31 March
2000, Axida had net assets of approximately £300,000.

Axida has three major products: 'Axida Home Delivery', an advanced delivery
and installation tracking system, 'Axida Instore', which integrates electronic
point of sale software, and 'Debt Book Reconciliation System', which tracks
and maintains credit contracts.  Clients include a number of UK retailers and
logistics companies.

Axida Director, Wayne Holgate, said 'Integrating Axida's automated tracking
software with RTS NetWorks' wireless solutions offers some truly exciting
prospects.  Both e-commerce and m-commerce customers can be kept fully
informed of fulfilment status via messages to their mobile phones'.

Synchronicity, Inc. ('Synchronicity')

Synchronicity, a Seattle-based web development company, will be integrated
into the Group's US-based operation, RTS Networks, Inc., and adds 19 new
employees to the Group.  It also increases the web development capacity of the
US division, adding e-commerce and content management products.

Synchronicity specialises in database-driven interactive portals and
e-commerce websites that automate on-line sales, business database systems and
web content management.  Web development accomplishments include creating
several hundred websites such as Rivals.com (www.rivals.com), AEI Music
(www.aeimusic.com), Washington State Trial Lawyers Association
(www.wstla.org), Star IQ (www.stariq.com) and Microsoft Logo Gear
(www.mslogogear.com).

The consideration payable to the vendors of Synchronicity is a maximum of
£4.25 million, to be satisfied by the issue upon completion of 2,688,394 new
RTS NetWorks ordinary shares at 121p each for a value of £3.25 million of
which 350,000 new ordinary shares have been placed at 100p each on behalf of
the vendors.  A further £1 million in RTS NetWorks ordinary shares (at the
prevailing market price at time of issue) may become payable to the vendors
dependent on the future performance of Synchronicity.  Revenues in the 12
months ended 31 December 1999 were $871,000 (approximately £581,000),
achieving a net loss of $10,000 (approximately £7,000). As at 31 December
1999, Synchronicity had net assets of $78,000 (approximately £52,000).

Jamie Kettenhofen, Chief Executive Officer of Synchronicity, said: 'By
combining our web development expertise with RTS NetWorks' leadership in
wireless and GIS applications, we expect very exciting synergies.'  Mr
Kettenhofen will become Senior Vice President of Operations for RTS NetWorks,
Inc. 

RTS Networks' Chairman, David Ward-Perkins, commented, 'These two acquisitions
will be valuable assets to the Group and the integration of their expertise
and resources will enable the creation of new applications for both our
European and US markets.  We are delighted by the support shown by investors
subscribing for new shares under the placing.  The Group is currently in
discussions with respect to further potential acquisitions and expects to use
some of the new money raised to complete such transactions when appropriate.'

Placing

In addition to new ordinary shares placed on behalf of the vendors of
Synchronicity and Axida, the Group has raised £2,725,000 for working capital
via the placing.  The list of placees includes Robotic Technology Systems PLC,
which has subscribed for 990,000 new ordinary shares at 100p each.  Formal
notice of the purchase has been received by RTS NetWorks from Robotic
Technology Systems PLC pursuant to the Companies Act 1985.

Other information

By way of completion of the acquisition of Boxer IT Limited, an internet
software development company, RTS NetWorks has today issued 88,026 ordinary
shares of 1p each to the vendors of that company at a price of 187.5p, valuing
the company at approximately £165,000.  Boxer IT Limited, which was integrated
into the Group in April, brought with it four new employees.

RTS NetWorks has also successfully established a joint venture with the MDC
Education Group in Finland to develop a virtual learning environment, the 'MDC
edunet', which has been specifically designed to handle large numbers of
users.  The new company plans to develop other learning environments for
educational establishments, companies and other communities which will be
formed on the basis of the edunet.

The Group has also issued 103,406 new ordinary shares at 100p each to
professional advisers in connection with the placing and acquisitions.

Application has been made for the 10,499,328 new shares to be issued pursuant
to the acquisitions, the placing and other matters detailed above to be
admitted to AIM and it is expected that dealings will commence on 13 July
2000.

RTS Networks is the holding company of an international group, trading under
the brand RTSe, specialising in the provision of internet solutions,
encompassing internet, intranet, extranet and wireless technologies and
solutions.


Enquiries:

RTS NetWorks Group PLC                                  020 7749 5000
Tony Harrison, Group Managing Director
Eric Rothbarth, Chief Financial Officer
Shivaun Meehan, Communications Manager

Square Mile Communications                              020 7601 1000
Georgina Briscoe/ John Stanley/ Nick Oborne