Convertible Loan Stock Issue

Sopheon PLC
20 June 2001


FOR IMMEDIATE RELEASE                                              20 June 2001


                                 SOPHEON PLC

                      ISSUE OF CONVERTIBLE LOAN STOCK



Sopheon plc ('Sopheon' or 'the Company') announces that it has yesterday
issued £2.6 million of convertible unsecured loan stock ('the Loan Stock') to
a group of investors including key members of the Board and the senior
management team.  The Loan Stock is convertible into ordinary shares in the
share capital of the Company.



Chairman Barry Mence said:



'I am delighted that the board and management team, together with a number of
external investors, have demonstrated their confidence in the future of
Sopheon. We are continuing the process of integrating the recently combined
organisation, positioning it for growth in the second half of this year and
strengthening the balance sheet, as stated at the time of our preliminary
results announcement in March. We remain on track with our proposed German
acquisition. Accolade, our first product combining the strengths of our entire
group, is being well received by the market as companies continue to look for
competitive advantage in the face of widespread and challenging economic
conditions.'


Of the total investment of £2.6m, members of the Board and senior management
have subscribed for £750,000.  Details of the investment are as follows:


Name                                                           Value subscribed
                                                                          £'000

Barry Mence, Chairman                                                       390
Andrew Michuda, Chief Executive Officer                                      28
Arif Karimjee, Chief Financial Officer                                       17
Stuart Silcock, Non-Executive Director                                      100
Bernard Al, Non-Executive Director                                           25
Other Senior Management                                                     190

External Investors                                                        1,850

Total                                                                     2,600



The Loan Stock has the following principal terms:



*         The Loan Stock carries an annual coupon rate of 6%. Investors have
been granted detachable warrants over ordinary shares of 5p each ('the
Warrants') equivalent to 15% of their Loan Stock value. In addition, at any
time up to 31 December 2001, investors may subscribe for an additional one
third of their initial Loan Stock value with a conversion price set at a 30%
premium to the initial Conversion Price, as defined below ('the Call Option').
Any further Loan Stock issued under the Call Option will have the same terms
as the Loan Stock including rights to Warrants with a subscription price at a
30% premium to the subscription price as defined below.



*         The conversion price for the Loan Stock ('the Conversion Price') and
the subscription price of the Warrants is £0.70 being the average of the
mid-market close of the last ten trading days on the Alternative Investment
Market of the London Stock Exchange.  This represents a premium of 15% to the
mid-market close on 19 June 2001.  Conversion of the Loan Stock and exercise
of the Warrants are at the option of the investor between 12 and 24 months
from date of issue of the Loan Stock or earlier if the Company undertakes a
placing or similar equity issue. Any portion of the Loan Stock which is not
converted will be redeemed at par on 20 June 2003.



*         If at any time after the date of issue of the Loan Stock and before
the date of conversion, the Company undertakes a placing or similar equity
issue ('the Placing') at a lower price ('the Placing Price'), the Conversion
Price for the Loan Stock will be adjusted to the Placing Price, to put
Investors in a position as if the Loan Stock had been issued concurrent with
the Placing. The subscription price for the Warrants will not be affected.



*         All ordinary shares issued in relation to the Loan Stock, the
Warrants or any Call Option are subject to lock-in arrangements, with certain
exemptions, for the first six months after issue.  Thereafter a maximum of 50%
of each issue of ordinary shares can become available for sale in each
successive six month period after issue.  Thereafter, the parties have agreed
to be bound by orderly market restrictions.




For further information contact :


Barry Mence, Chairman  Sopheon plc                Tel : + 44 (0) 1483-883000
Arif Karimjee, CFO     Sopheon plc                Tel : + 44 (0) 1483-883000
Steve Liebmann         Buchanan Communications    Tel : + 44 (0) 207-466-5000
Barbara Jansen         Citigate First Financial   Tel : + 31 (0) 205-754-080