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Xansa PLC (XAN)

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Thursday 12 May, 2005

Xansa PLC

Director Shareholding

Xansa PLC
12 May 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 May 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 144,013 of the Company's ordinary shares
of 5 pence each ("Ordinary Shares") on 11 May 2005 at 90.25 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 76,028 "Matching" shares being provided out of the AESOP Trust and 67,985 "
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 276
Ordinary Shares each (138 "Partnership shares and 138 "Matching shares) having
elected to participate in the AESOP.  Mr A R Cox was allocated 278 Ordinary
Shares (139 "Partnership" shares and 139 "Matching" shares).  This small
difference in the allocation arises because he has a different level of residual
contributions available for investment.

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:             124,707
            Mr P R Gill:            33,210
            Mr S R Weston:          23,269

The Company further announces that it received notification on 11 May 2005, that
at 10 May 2005, Xansa Trustee Company Limited had transferred 16,472 Ordinary
Shares on behalf of participants leaving the AESOP.


Directors who are potential beneficiaries of the AESOP are:

            Mrs L K Barrat
            Mr A R Cox
            Mr P R Gill
            Mr S R Weston

As a result of the above transactions, the total holdings of the AESOP and Xansa
QUEST amount to 17,333,764 and 7,661,184 Ordinary Shares respectively.


12 May 2005


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