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Xansa PLC (XAN)

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Tuesday 12 February, 2002

Xansa PLC

Director Shareholding

Xansa PLC
12 February 2002

TO:     Regulatory News Service
     The London Stock Exchange



Re: Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS



Xansa plc (the 'Company') announces that it received notification on 11 February
2002 for the purposes of Section 329 of the Companies Act 1985 that Xansa
Trustee Company Limited, trustee of the Inland Revenue approved Xansa All
Employee Share Ownership Plan ('AESOP') had purchased 56,509 of the Company's
ordinary shares of 5 pence each ('Ordinary Shares') on 11 February 2002 at £3.00
each. The Ordinary Shares had been purchased under the 'Partnership' shares
section of the AESOP from funds received from participating eligible employees.

In addition, under the terms of the AESOP, 'Partnership' shares are matched on a
1:1 basis. 'Matching' shares are transferred out of the Xansa Qualifying
Employee Share Ownership Trust ('Xansa QUEST') into the AESOP at nil cost.

As a consequence of this purchase and transfer of Ordinary Shares, the total
holdings of the AESOP and Xansa QUEST amount to 3,940,816 and 13,328,916
Ordinary Shares respectively.

Mrs J L Connell and Mr G R Dunn, executive directors of the Company, are
directors of Xansa Trustee Company Limited and Mr Dunn is also a director of
Xansa Employee Trust Company Limited, which acts as trustee of the Xansa QUEST.

In addition, the Company received notification on 11 February 2002 that the
executive directors named below were allocated 84 Ordinary Shares each (42
'Partnership' shares and 42 'Matching' shares) having elected to participate in
the AESOP.

The Company further announces that it received notification on 11 February 2002
that Mr S R Weston had been allocated 1,737 Ordinary Shares under the Company's
1998 ShareSave Scheme at a price of £2.23 per Ordinary Share.

As a consequence their beneficial and non-beneficial interests in Ordinary
Shares (excluding options) have increased to:

     Name:               Ordinary Shares


        Mrs H M Cropper:       4,691,488

        Mr G R Dunn:              11,403

        Mr S R Weston:             6,460

        Mr A L Wood:           2,017,974





12 February 2002



                      This information is provided by RNS
            The company news service from the London Stock Exchange