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Capita Group PLC (CPI)

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Tuesday 11 April, 2000

Capita Group PLC

Acquisition of IRG Plc & Other Investments

Capita Group PLC
11 April 2000

              Capita enhances private sector offering
            through investment in shareholder services
Key highlights:

*  Acquisition of IRG Plc ('IRG'), the UK's 3rd largest share
   registration services company, for £100 million.
*  £2.5 million investment in ('myshares-
   online'),  a new company offering employee shareholders online
   information and administration services.
*  Placing of 6.7 million new ordinary shares at £15.10 per share
   to raise £99.6 million net of expenses principally to fund the
   acquisition of IRG.

Rod Aldridge, Executive Chairman of Capita commented:

'The acquisition of IRG and our investment in myshares-online
considerably enhance Capita's service offering to the private
sector and will establish a key platform for further growth in
financial and human resource services.  The two businesses are
complementary and will benefit from each other's customer bases,
market knowledge and skill sets in the provision of employee share
administration services.  Both businesses will also benefit from
Capita's extensive IT, business process, HR and customer support
services expertise.  IRG and myshares-online enjoy an outstanding
private sector client list and this provides Capita with further
strong building blocks for our continued expansion into the
private sector market'.

For further information:

The Capita Group Plc                         020 7799 1525
Paul Pindar, Chief Executive
Shona Nichols, Group Marketing Director

Credit Lyonnais Securities                   020 7588 4000
Shaun Dobson

HSBC Investment Bank plc                     020 7336 9000
Alistair Rae

Issued by Hogarth Partnership                020 7357 9477
John Olsen / James Longfield

11th April 2000

             Acquisition of IRG Plc and investment in

The  Capita  Group  Plc ('Capita'), the UK's leading  professional
support services organisation, today announces the acquisition  of
the entire interests in the share capital of IRG Plc ('IRG') for a
total  consideration  of £100m.  It also  announces  that  it  has
entered  into a subscription agreement to invest £2.5  million  in ('myshares-online') for a 31.5% holding in
the company.


IRG Plc is one of the leading share registration businesses in the
UK  providing services to over 1,200 companies ranging from  FTSE-
100  to  AIM  and OFEX constituents.  The business  also  delivers
employee   share  scheme  administration,  trustee  services   and
security printing.

The purchase consideration for IRG of £100 million comprises £56.1
million  payable  in  cash, £2 million in new ordinary  shares  in
Capita and £41.9 million in guaranteed loan notes issued by Capita
('Loan Notes').

IRG  achieved an audited profit before tax of £3.33 million in the
year  ended  31 March 1999 on turnover of £26.59 million.  In  the
year  ended  31  March 1999, the owners, who  will  no  longer  be
associated  with  the business, received a total  remuneration  of
£5.19 million.  Net assets as at 31 March 1999 were £6.03 million.

IRG  has  grown  its  client  base both  organically  and  through
acquisition to a total of over 1,200 companies quoted or dealt  on
the  London  Stock  Exchange. The business has  increased  margins
through  gaining  efficiencies  and  by  vertical  integration  to
provide  the  client base with additional higher  value  services,
including  employee share scheme administration, trustee  services
and security printing.

IRG's client base and service offering are a valuable addition  to
the   Capita  Group.   IRG's  core  administration  processes  and
customer services fit ideally alongside Capita's existing services
and  skills,  but  also  have  the advantage  of  contributing  an
extensive private sector client base.  The company will be renamed
Capita  IRG, thus increasing the brand awareness of Capita  across
the private sector which in turn will help Capita to provide other
outsourcing  services to IRG's client base.  Capita can  introduce
further  efficiencies into IRG's business, enhance the IT delivery
of  their  existing services and further develop their  additional

Commenting on the acquisition of IRG, Paul Pindar, Capita's  Chief
Executive said,

'We  are  delighted to welcome IRG into the Capita fold. It  is  a
well  established company with an extensive, stable private sector
client  base  and enjoying high quality, recurring  revenues.   It
fits excellently alongside our existing services and skills.   The
business  has  quadrupled in size in the last  five  years  whilst
significantly  increasing  operating  margins.   The  company  has
demonstrated  that  it is well positioned to  respond  to  current
market  demand,  especially the increase  in  private  shareholder
activity which we believe will be a continuing trend.' is a recently established company  focused  on
employee  share scheme services and is the developer of  the  UK's
first internet tool for employee shareholders.

Capita  will invest £2.5 million for a 31.5% holding of  myshares-
online  share capital.  3i Group, Europe's leading venture capital
investment company, is also backing the company with an investment
of £1.5 million for a 13.5% holding.

Myshares-online was founded by Capital Strategies Ltd,  a  company
with a strong record in advising on employee equity participation.
It  was established to capitalise upon the anticipated increase in
employee  share schemes that will result from the UK  Government's
new  policies  designed  to double the number  of  companies  with
employee  share  owners.   The Government recently  announced  the
introduction  of  a tax-advantaged new all-employee  share  scheme
from July 2000, the phasing out of profit sharing schemes and  new
CGT  rules for employee shareholders.  This will result in a major
replacement programme, with companies bringing their present share
schemes  under  one roof and seeking more efficient administration
and  communication  tools utilising current  internet  technology.
Nigel  Mason, the CEO of myshares-online, is a special advisor  to
the Government on the design of the new all-employee share plan.

To  establish  itself  in  the market  place  and  to  provide  an
immediate  platform  for  future growth, myshares-online  recently
acquired the UK's leading share plan administration software.  The
product,  called 'Rolls', is used by 35 of the FTSE-100  companies
and  45  of  the FTSE-250.  Previously owned by the  Institute  of
Chartered Secretaries and Administrators ('ICSA'), the acquisition
brings with it a valuable client base and good technical and sales
teams.  ICSA is a shareholder in myshares-online and will continue
to endorse Rolls as a leading tool for share plan administration.

Myshares-online  is  developing a 'personal portal'  for  employee
shareholders which will be launched later this year.  Licensed  to
major  corporates as an employee communication and  administration
tool,   the  internet  service  will  provide  employees  with   a
comprehensive  picture  of, and ability to  manage,  their  equity
entitlements.   Users will effectively be recruited  in  bulk  via
major corporate employers and should be loyal regular users  of  a
unique service.

Myshares-online  and  IRG have agreed that IRG  will  provide  the
outsourced  administrative  services  for  both  new  and,   where
practicable, existing customers of myshares-online.

Capita will be represented on the Board of myshares-online by Paul
Pindar, Capita Group's Chief Executive, and David Kaye, a Director
of  IRG.  The business is expected to be profitable in its  second
year,  with  revenues  generated  from  annuity,  consultancy  and
transaction income.

Commenting on Capita's investment in myshares-online, Paul  Pindar

'This  is an exciting opportunity for Capita bringing benefits  to
the  Group  not  only  through investment in a  highly  attractive
business and market opportunity, but also from the combination  of
Capita's  extensive IT skills and share administration  processing
services from our newly acquired business IRG.  Together myshares-
online and IRG will jointly develop employee share scheme services
that  meet  the  growing  expectations of  corporate  clients  and

Vendor Placing and Cash Placing:

Under  the  terms  of the acquisition of IRG,  Capita  is  issuing
3,420,449 new ordinary shares at £15.10 per share ('Vendor Placing
Shares'),  £41.9  million in Loan Notes and 132,450  new  ordinary
shares  to certain vendors of IRG shares ('Consideration Shares').
A further 3,279,551 new ordinary shares are being placed on behalf
of  Capita  at  £15.10 per share ('Cash Placing  Shares')  raising
£49.5  million  in cash (before fees and expenses) principally  to
fund  the  redemption  of the Loan Notes and the  cancellation  of
outstanding options over unissued IRG shares.

Agreement  has  been reached with Credit Lyonnais  Securities  and
HSBC  Investment Bank plc for the placement of the Vendor  Placing
Shares  and the Cash Placing Shares with institutional  and  other
investors  at a price of £15.10 per share credited as fully  paid.
The   Vendor   Placing  Shares,  Cash  Placing  Shares   and   the
Consideration Shares, which represent approximately 3.3 per  cent.
of  the  present  issued share capital of Capita, will  rank  pari
passu in all respects with the existing ordinary shares of Capita,
save  that these will not qualify for the final dividend  of  2.6p
per  share (to be declared at the forthcoming AGM) payable  on  27
April 2000 in respect of the year ended 31 December 1999.

Application  will  be made to the London Stock  Exchange  for  the
Vendor   Placing   Shares,  the  Cash  Placing  Shares   and   the
Consideration Shares to be admitted to the Official List and  this
is expected to take place on 18 April 2000.

Notes to Editors:

Capita  Group  Plc  is  one  of the largest  and  fastest  growing
professional  support services organisations in the UK,  operating
in a sector forecast for continued rapid growth. Capita is a first
choice  partner  in the provision of innovative  business  support
services. The company is dedicated to enhancing quality and  value
in  its  customers' business and their customer facing operations.
It draws on a wide base of professional expertise to generate, and
successfully  implement, tailored solutions.  Capita's  capability
spans  leading  edge customer service and contact  centres;  human
resource   services;  systems  and  strategic  support;   software
services   and  property  consultancy.  With  over  6,700   people
operating  from over 100 UK sites, Capita is quoted on the  London
Stock  Exchange and is a FTSE 100 company with an annual  turnover
in  excess of £320 million and a market capitalisation of over  £3

Capita Group's website address: