Placing and Open Offer

Clarity Commerce Solutions PLC
05 February 2008



CLARITY COMMERCE SOLUTIONS PLC

5 February 2008



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR
PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF
INFORMATION IN THE CIRCULAR TO SHAREHOLDERS EXPECTED TO BY PUBLISHED BY CLARITY
COMMERCE SOLUTIONS PLC TODAY IN CONNECTION WITH THE PROPOSED OPEN OFFER.



                         CLARITY COMMERCE SOLUTIONS PLC
                          ('CLARITY' OR THE 'COMPANY')

         Placing and Open Offer of up to 7,117,623 new Ordinary Shares
                             at 25 pence per share
                                      and
                    Notice of Extraordinary General Meeting



The Company announces today that it proposes to raise up to £1,779,406 (before
expenses) by way of a Placing and partially underwritten Open Offer of up to
7,117,623 new Ordinary Shares at 25 pence per shares, on the basis of 2 Offer
Shares for every 7 Existing Ordinary Shares.



Highlights



  • Placing and Open Offer to raise up to £1,779,406 before expenses
    (£1,625,906 after expenses)
  • The Open Offer is to be made by way of a Circular to be sent to Qualifying
    Shareholders who will be given the opportunity to subscribe for Offer Shares
    pro rata to their existing shareholdings at a price of 25 pence per Offer
    Share on the following basis: 2 Offer Shares for every 7 Existing Ordinary
    Shares
  • The Open Offer is partially underwritten up to a maximum of £1.5 million
    by Southwind Limited
  • Net proceeds to be utilised to strengthen the Group's balance sheet and to
    satisfy the general working capital requirements of the Group
  • Irrevocable undertakings to vote in favour of the Resolutions have been
    received from the Directors and certain Shareholders, representing 43.3 per
    cent. of the Existing Ordinary Shares in issue
  • The Open Offer will be subject to the passing of  the Resolutions to be
    considered at an Extraordinary General Meeting expected to be held on 28
    February 2008
  • Application will be made to the London Stock Exchange for the Offer Shares
    to be admitted to trading on AIM. Dealings are expected to commence in the
    Offer Shares on 29 February 2008
  • The Circular to Shareholders setting out details of the Placing, Open
    Offer, the Resolutions and a Notice of the Extraordinary General Meeting,
    accompanied by the Form of Proxy and the Application Form, is expected to be
    posted to Shareholders today



Ken Smith, Clarity's Group Managing Director, said:



'Following our return to profitable trading, we are very pleased to be able to
move forward with a solid working capital position.  The net proceeds of the
Placing and Open Offer, combined with the Group's improved  trading and
prospects, provide a firm foundation for the short to medium term future.'





For further information, please contact


Ken Smith, Group Managing Director             (Please call Jacquie Mitchell)
Clarity Commerce Solutions plc                         01932 778001

Fiona Kindness
Grant Thornton UK LLP (Nominated Adviser)              020 7728 3414

Ian Callaway
SVS Securities plc (Broker)                            020 7638 5600





This summary should be read in conjunction with the detailed announcement which
follows.

Paragraph 12 of the full announcement contains the definitions of certain terms
used in this summary and the full announcement. This announcement does not
constitute, or form part of, an offer to sell, or the solicitation of an offer
to subscribe for or buy, any of the Offer Shares to be issued in connection with
the Placing and Open Offer.

The Directors of Clarity have taken all reasonable care to ensure that the
information contained in this announcement is, to the best of their knowledge,
in accordance with the facts and contains no omission likely to affect the
import of such information.

Grant Thornton UK LLP, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as Nominated Adviser exclusively to the
Company and no one else in connection with the Open Offer and the admission of
the Offer Shares to trading on AIM and will not be responsible to anyone other
than the Company for providing the protection afforded to clients of Grant
Thornton UK LLP or for providing advice in relation to the Open Offer, the
proposed admission to trading on AIM, or any other matters referred to in this
announcement.

The release, publication or distribution of this announcement into certain
jurisdictions other than the UK may be restricted by law and therefore persons
in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe any such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws or regulation of such jurisdictions.

A circular to shareholders containing both the Notice of the Extraordinary
General Meeting and the details relating to the Placing and Open Offer (the
'Circular') is expected to be despatched today. The Circular gives further
details of the Placing and Open Offer and contains a Notice of an Extraordinary
General Meeting to approve certain resolutions necessary to implement the
Placing and Open Offer, expected to be held at 12 noon on 28 February 2008 at 33
Hanworth Road, Sunbury on Thames, Middlesex TW16 5DA.

This announcement is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States, Australia,
Canada, Japan or South Africa and does not constitute, or form part of, an offer
or the solicitation of an offer, or inducement, or invitation to subscribe for,
buy, underwrite or otherwise acquire, any rights, shares or other securities,
nor the solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issue or transfer of shares in the Company in any
jurisdiction in contravention of applicable law. Any offer, invitation or
inducement to acquire shares in the Company will be made solely by means of the
Prospectus, as updated by any supplementary prospectuses, and the Application
Form and any decision to keep, buy or sell shares in the Company should be made
solely on the basis of the information contained in such document(s).

The Offer Shares have not been approved or disapproved by the US Securities and
Exchange Commission, any State securities commission in the United States or any
other US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the Offer Shares or the accuracy
or adequacy of this announcement or the Circular. The securities referred to
herein have not been and will not be registered under the US Securities Act and
may not be sold or offered in the United States unless registered under the US
Securities Act or any applicable exemption from such registration. No public
offering of Offer Shares will be made in the United States, Australia, Canada,
Japan or South Africa.

This announcement includes statements that are, or may be, 'forward-looking
statements'. These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms 'believes', 'estimates',
'plans', 'anticipates', 'targets', 'aims', 'continues', 'expects', 'intends',
'may', 'will', 'would' or 'should' or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places
throughout this announcement and include statements regarding the Group's
intentions, beliefs or current expectations concerning, among other things, the
Group's results of operations, financial condition, liquidity, prospects, growth
strategies and the markets in which the Group operates. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. A number of factors could cause actual results
and developments to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation: market position of
the Group, earnings, financial position, cash flows, return on capital,
anticipated investments and capital expenditures, changing business or other

market conditions and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the events described
herein and the Group. Forward-looking statements contained in this announcement
based on these trends or activities should not be taken as a representation that
such trends or activities will continue in the future.








                         CLARITY COMMERCE SOLUTIONS PLC

                          ('CLARITY' OR THE 'COMPANY')



         Placing and Open Offer of up to 7,117,623 new Ordinary Shares

                             at 25 pence per share

                                      and

                    Notice of Extraordinary General Meeting



1. Introduction



The Company announces today that it proposes to raise up to £1,779,406 (before
expenses) by way of a Placing and partially underwritten Open Offer, thus
allowing the Company's existing Shareholders the opportunity to participate in
the fundraising. The Open Offer has been partially underwritten by Southwind
Limited, an investment company wholly owned by a trust settled by Mr. ALR
Morton, a shareholder in the Company, which has conditionally agreed to
underwrite up to £1.5 million of the Open Offer.



The terms of the Placing, Open Offer and underwriting are described in a
circular to Shareholders which is being despatched today.  Qualifying
Shareholders may also subscribe for shares above their basic entitlement under
the Open Offer if they so wish,  under an excess application facility. Further
particulars of the excess application facility are described in part II of the
circular.



The net proceeds of the Placing and Open Offer are expected to be up to
£1,625,906 (assuming full take up under the Placing and Open Offer) and will
strengthen the Company's balance sheet, enabling the Group to complete its
current business plan, and provide general working capital for the Group. The
Placing and Open Offer are conditional, inter alia, upon Shareholders passing
the Resolutions set out in the Notice convening the Extraordinary General
Meeting, which is within the Circular being despatched today and upon Admission.



2. Details of the Placing and the Open Offer



Qualifying Shareholders are invited to apply for Offer Shares under the Open
Offer at a price of 25 pence per Offer Share, payable in full on application and
free of all expenses, pro rata to their existing shareholdings on the basis of:



              2 Offer Shares for every 7 Existing Ordinary Shares



held at the Open Offer Record Date and so on in proportion for any other number
of Existing Ordinary Shares then held. Entitlements of Qualifying Shareholders
will be rounded down to the nearest whole number of Offer Shares. Fractional
entitlements which would have otherwise arisen will not be issued.



The Open Offer is subject to the satisfaction, amongst other matters, of the
following conditions on or before 29 February 2008, (or such later date being
not later than 31 March 2008, as the Company may decide):



(i) the passing without amendment of the Resolutions;



(ii) the Placing provisions in the Engagement Letter and the Underwriting
Agreement being unconditional in all respects and not having been terminated in
accordance with their terms; and



(iii) Admission becoming effective by 8.00 am on 29 February 2008, (or such
later time or date not being later than 8.00 am on 31 March 2008 as the Company
may decide).



The Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission.



Certain Shareholders  and Directors have given irrevocable undertakings to take
up in full their respective entitlements under the Open Offer, amounting to
273,265 Offer Shares, in aggregate. In addition, Ken Smith has agreed to
subscribe for up to 150,000 new Ordinary Shares, concurrently with the Placing
and conditional upon Admission.



The Open Offer has been structured so as to allow Qualifying Shareholders to
subscribe for Ordinary Shares at the Open Offer price pro rata to their existing
holdings. Qualifying Shareholders may, in addition, make  applications in excess
of their pro rata initial entitlement. Once subscriptions under the Open Offer
entitlements have been satisfied, the Company shall, in its absolute discretion,
determine whether to meet any excess applications in full or in part. To the
extent that Offer Shares are not subscribed by existing Shareholders, Open Offer
entitlements will lapse.



The Company's broker, SVS has, pursuant to the Engagement Letter, undertaken to
use its reasonable endeavours to place any Offer Shares not subscribed for by
Qualifying Shareholders with certain other investors.



Overseas Shareholders



Certain overseas Shareholders may not be permitted to subscribe for Offer Shares
pursuant to the Open Offer and should refer to paragraph 6 of the circular.



Settlement and dealings



Application will be made to the London Stock Exchange for the Offer Shares to be
admitted to trading on AIM. It is expected that such Admission will become
effective and that dealings will commence on 29 February 2008. Further
information in respect of settlement and dealings in the Offer Shares is set out
in paragraph 7 of Part II of the Circular.

The Offer Shares will, when issued, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive dividends and other
distributions declared following Admission.



3. Underwriting Agreement



The Open Offer has been partially underwritten up to a maximum of £1.5 million
by Southwind, an investment company wholly owned by a trust settled by Mr. ALR
Morton, a shareholder in the Company. The obligation on Southwind to subscribe
for Offer Shares under the Underwriting is limited to those Offer Shares that
are not placed in the Placing or otherwise subscribed for by existing
Shareholders.

Pursuant to the Underwriting Agreement, the Company has agreed to pay Southwind
a cash fee of £45,000 which is equal to 3 per cent. of the total underwriting
commitment  of £1.5 million which is payable no later than 5 business days
following Admission. In the event that Admission does not occur no fees will be
payable.



4. Use of proceeds



The net proceeds of the Placing and Open Offer are expected to be up to
£1,625,906 (assuming full take up under the Placing and Open Offer). The
proceeds will be used to strengthen the Group's balance sheet and to satisfy the
general working capital requirements of the Group.

As Shareholders may be aware, the Company announced its interim statement for
the six months to 30 September 2007 on 31 December 2007. Over that six month
period, the Company reported a loss after tax of £1.5 million and a
corresponding net decrease in cash and cash equivalents of almost £1 million.
The Group returned to profitable trading in the four month period from September
to December 2007 and cost control and reduction is a key focus for new
divisional heads who are accountable for their respective division's
profitability. Nevertheless, losses in the first half of the financial year have
put significant pressure on the Group's working capital and whilst the recent
sale of the Company's Gravesend freehold property was helpful, further
cash-raising initiatives are urgently required.

On 30 January 2008 Southwind Limited entered into a loan agreement to provide a
cash injection to the Company by way of a £600,000 loan (less associated costs)
in order to allow the Company to meet its short term obligations. Further
details of the loan are set out in paragraph 3.2 of Part IV of the Circular. It
is intended that the loan will be repaid out of the proceeds of the Placing and
Open Offer.

The Board believes that it is necessary to strengthen the balance sheet and
provide further working capital to allow the Company to continue to trade
solvently and to this end believes that the Placing and Open Offer is the most
equitable method to allow as many Shareholders to participate in the Company's
future as possible.



5. Current trading and future prospects

As noted above, the Company announced its interim results for the six months to
30 September 2007 on 31 December 2007. The Board is encouraged by the Group's
return to profitable trading and plans to build on this performance across the
remainder of the second half of the financial year, and beyond.

Revenues have shown a strong improvement in recent months and the Board is
confident of continued progress which will continue to reduce cumulative current
year losses. The Board believes that, in combination with the Placing and Open
Offer, which will enhance the Group's working capital position, there is a firm
foundation for the short to medium term future.



6. Extraordinary General Meeting


Set out at the end of the Circular is a Notice convening the Extraordinary
General Meeting to be held at 33 Hanworth Road, Sunbury on Thames, Middlesex
TW16 5DA on 28 February 2008 at 12 noon at which the Resolutions described
below, which are inter-conditional, will be proposed as ordinary resolutions for
the purposes of implementing the Placing and Open Offer as the Company currently
does not have sufficient headroom to issue and allot all the Offer Shares.


(a) to increase the authorised share capital of the Company from £7,500,000 to
£8,200,000 by the creation of 2,800,000 new Ordinary Shares; and

(b) to authorise the Directors pursuant to section 80 of the 1985 Act to allot
relevant securities up to a maximum aggregate nominal amount of £1,972,079.50.



7. Irrevocable undertakings



The Company has received irrevocable undertakings to vote in favour of the
Resolutions to be proposed at the Extraordinary General Meeting from each of the
Shareholder Directors and certain other Shareholders holding in aggregate,
10,796,730 Existing Ordinary Shares representing approximately 43.3 per cent. of
the Company's existing issued ordinary share capital.



8. Recommendation



The Directors consider the Proposals to be in the best interests of the Company
and its Shareholders as a whole and accordingly unanimously recommend
Shareholders to vote in favour of the Resolutions to be proposed at the
Extraordinary General Meeting as those Directors holding Existing Ordinary
Shares  have irrevocably undertaken to do so in respect of their beneficial
holdings amounting, in aggregate, to 1,300,111 Existing Ordinary Shares,
representing approximately 5.22 per cent. of the existing issued share capital
of the Company.



9. Availability of Circular



The Circular setting out details of the Placing and Open Offer, the Resolutions
and a

Notice of the Extraordinary General Meeting, accompanied by the Form of Proxy
and the Application Form, is expected to be posted to Qualifying Shareholders
today.



Copies of the Circular will be available for a period of 12 months from the date
of the Circular on the Company's website (www.claritycommerce.com) free of
charge in accordance with the requirements of Rule 26 of the AIM Rules.



10. Expected Timetable of Principal Events


Open Offer Record Date                                                   Close of business on Monday 4 February 2008
Dispatch of this document                                                                    Tuesday 5 February 2008
Open Offer Entitlements credited to CREST stock  accounts of                               Wednesday 6 February 2008
Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Open                       4:30pm on Wednesday 20 February 2008
Offer Entitlements from CREST


Latest time for depositing Open Offer Entitlements into                            3:00pm on Friday 22 February 2008
CREST


Latest time for splitting Application Forms (to satisfy bona                       3:00pm on Monday 25 February 2008
fide market claims only)


Latest time and date for receipt Form of Proxy for the                           12 noon on Tuesday 26 February 2008
Extraordinary General Meeting
Latest time and date for receipt of completed Application                      11:00am on Wednesday 27 February 2008
Forms and payment in full under the Open Offer or settlement
of relevant CREST instruction (as appropriate)
Extraordinary General Meeting                                                   12 noon on Thursday 28 February 2008
Admission effective and dealings commence on AIM                                             Friday 29 February 2008


CREST accounts credited                                                                      Friday 29 February 2008
Share certificates dispatched by                                                                 Friday 7 March 2008



The dates set out in the timetable of principal events above and mentioned
throughout this announcement may be adjusted by the Company, in which event the
details will be notified to the London Stock Exchange and, where appropriate, to
Shareholders.



11. Placing and Open Offer Statistics

Offer Price                                                                                            25p

Number of Ordinary Shares in issue at the date of this document                                 24,911,682

Number of Offer Shares to be offered for subscription by the Company                             7,117,623

Estimated net proceeds of the Placing and Open Offer *                                          £1,625,906

Percentage of the Enlarged Issued Share Capital represented by the Open Offer Shares *               22.2%


Number of Ordinary Shares in issue at Admission *                                               32,029,305

Market capitalisation of the Company on Admission at the Offer Price*                         £8.0 million



* assuming maximum take up under the Placing and Open Offer



12. Definitions


'1985 Act'                                  the Companies Act 1985 (as amended)
'2006 Act'                                  the Companies Act 2006, to the extent in force and applicable
'Admission'                                 admission of the Offer Shares to trading on AIM becoming
                                            effective in accordance with the AIM Rules
'AIM'                                       the AIM market operated by the London Stock Exchange
'AIM Rules'                                 the AIM rules for Companies published by the London Stock
                                            Exchange from time to time
'Application Form'                          the application form to be used by Qualifying non-CREST
                                            Shareholders in connection with the Open Offer
'Capita Registrars'                         a trading name of Capita Registrars Limited
'certificated form' or 'in certificated     an ordinary share recorded on a company's share register as
form'                                       being held in certificated form (namely, not in CREST)
'Code'                                      the City Code on Takeovers and Mergers, as amended from time
                                            to time

'Company' or 'Clarity'                      Clarity Commerce Solutions plc
'CREST'                                     the relevant system (as defined in the Uncertificated
                                            Securities Regulations 2001) in respect of which Euroclear UK
                                            & Ireland Limited is the operator (as defined in those
                                            regulations)
'CREST Excess Application Form'             the application form to be used by Qualifying CREST
                                            Shareholders in connection with the Open Offer
'Directors' or 'Board'                      the directors of the Company or any duly authorised committee
                                            thereof
'Engagement Letter'                         the engagement letter dated 20 August 2007 between SVS and
                                            the Company as amended by a variation letter dated 29 January
                                            2007
'Enlarged Issued Share Capital'             the 32,029,305 Ordinary Shares in issue on Admission,
                                            assuming full subscription under the Open Offer
'Existing Ordinary Shares'                  the 24,911,682 Ordinary Shares of 25 pence each in the
                                            capital of the Company in issue at the date of this document,
                                            all of which are admitted to trading on AIM
'Extraordinary General Meeting'             the extraordinary general meeting of the Company to be held
                                            at 33 Hanworth Road, Sunbury on Thames, Middlesex  TW16 5DA
                                            at 12 noon on 28 February 2008 (or any adjournment thereof)
'Form of Proxy'                             the form of proxy for use in connection with the
                                            Extraordinary General Meeting which accompanies this document
'Group'                                     the Company, its existing subsidiaries and subsidiary
                                            undertakings
'London Stock Exchange'                     London Stock Exchange plc
'Notice'                                    the Notice convening the Extraordinary General Meeting which
                                            is set out at the end of this document
'Offer Price'                               25 pence per new Ordinary Share
'Offer Shares'                              the 7,117,623 Ordinary Shares which are to be made available
                                            for subscription by Qualifying Shareholders under the Open
                                            Offer
'Open Offer'                                the conditional offer to Qualifying Shareholders to subscribe
                                            for the Offer Shares at the Offer Price, as described in this
                                            document
'Open Offer Entitlements'                   entitlements to subscribe for Open Offer Shares, allocated to
                                            a Qualifying Shareholder pursuant to the Open Offer
'Open Offer Record Date'                    the close of business on 4 February 2008
'Ordinary Shares'                           ordinary shares of 25 pence each in the capital of the
                                            Company
'Overseas Shareholders'                     Shareholders resident in or citizens of jurisdictions outside
                                            the United Kingdom
'Placing'                                   the proposed conditional private placing of Offer Shares with
                                            institutional investors and Mr Ken Smith (being a director of
                                            Clarity) to the extent such shares are not taken up by
                                            Qualifying Shareholders in the Open Offer pursuant to the
                                            Placing Agreement
'Proposals'                                 the proposals set out in this document including the Placing
                                            and Open Offer
'Prospectus Rules'                          the Prospectus Rules published by the Financial Services
                                            Authority
'Qualifying CREST Shareholders'             Qualifying Shareholders whose Existing Shares on the register
                                            of members of the Company on the Open Offer

                                            Record Date are held in uncertificated form
'Qualifying non-CREST Shareholders'         Qualifying Shareholders whose Existing Shares on the

                                            register of members of the Company on the Open Offer

                                            Record Date are held in certificated form
'Qualifying Shareholders'                   holders of Existing Shares at the Open Offer Record Date
'Resolutions'                               the resolutions to be proposed at the Extraordinary General
                                            Meeting as set out in the Notice
'Shareholders'                              holders of Ordinary Shares
'Southwind'                                 Southwind Limited, an investment  company wholly owned by a
                                            trust settled by Mr ALR Morton, a shareholder in the Company
'SVS'                                       the Company's broker, SVS Securities plc, 2 London Wall
                                            Buildings, London Wall, London EC2M 5PP
'United Kingdom' or 'UK'                    the United Kingdom of Great Britain and Northern Ireland
 'United States' or 'US'                    the United States of America, each State thereof, its
                                            territories and possessions (including the District of
                                            Columbia) and all other areas subject to its jurisdiction
'uncertificated' or 'in uncertificated form an ordinary share recorded on a company's share register as
'                                           being held in uncertificated form in CREST and title to
                                            which, by virtue of the Uncertificated Securities Regulations
                                            2001, may be transferred by means of CREST
'Underwriting Agreement'                    the conditional underwriting agreement dated 5 February 2008
                                            entered into between the Company and Southwind Limited, and '
                                            Underwriting' shall be construed accordingly




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