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Xansa PLC (XAN)

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Tuesday 14 May, 2002

Xansa PLC

Director Shareholding

Xansa PLC
14 May 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 13 May 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 110,199 of the Company's ordinary shares
of 5 pence each ("Ordinary Shares") on 13 May 2002 at £1.56 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 4,444,848 and 13,076,900
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 13 May 2002 that the executive
directors named below were allocated 160 Ordinary Shares each (80 "Partnership"
shares and 80 "Matching" shares) having elected to participate in the AESOP.

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

        Name:                    Ordinary Shares


        Mrs H M Cropper:         4,691,854

        Mr G R Dunn:             11,769

        Mr S R Weston:           6,826

        Mr A L Wood:             2,018,340


14 May 2002

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