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Xansa PLC (XAN)

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Tuesday 12 April, 2005

Xansa PLC

Director Shareholding

Xansa PLC
12 April 2005

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 April
2005 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 131,387 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 11 April 2005 at 100
pence each from the Xansa Qualifying Employee Share Ownership Trust ("Xansa
QUEST").  The Ordinary Shares had been purchased under the "Partnership" shares
section of the AESOP from funds received from participating eligible employees.



Under the terms of the AESOP, "Partnership" shares are matched on a 1:1 basis
with 79,887 "Matching" shares being provided out of the AESOP Trust and 51,500 
"Matching" shares being provided out of the Xansa QUEST and into the AESOP Trust
at nil cost.  The Trust is a discretionary trust for the benefit of employees of
the Company and its subsidiaries, which operates in conjunction with the
Company's AESOP and holds Ordinary Shares purchased by employees under the "
Partnership" and "Matching" shares section of the AESOP.



Except where otherwise referred to, the directors named below were allocated 250
Ordinary Shares each (125 "Partnership" shares and 125 "Matching" shares) having
elected to participate in the AESOP.



As a consequence, the beneficial and non-beneficial interests in Ordinary Shares
(excluding options) of the directors listed below have increased to:



Name:                       Ordinary Shares

Mr A R Cox:                    124,429
Mr P R Gill:                    32,934
Mr S R Weston:                  22,993



As a result of the above transactions, the total holdings of the AESOP and Xansa
QUEST amount to 17,279,627 and 7,873,182 Ordinary Shares respectively.




12 April 2005


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