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Xansa PLC (XAN)

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Monday 04 July, 2005

Xansa PLC

Director/PDMR Shareholding

Xansa PLC
04 July 2005

TO:     Regulatory News Service
        The London Stock Exchange





Re:  Chapter 16, Paragraph 13 of CONTINUING OBLIGATIONS



Xansa plc (the "Company") announces that a provisional award has been made under
the Xansa Equity Incentive Plan (the "Plan").  The Plan aims to reward Executive
Directors and certain senior members of the management team for the delivery of
shareholder value and profitable business growth, and is underpinned by an
individual shareholding requirement in order to promote ownership among the
senior leadership group.



On 1 July 2005, the following Executive Directors were granted nil price options
under the Plan rules over the Company's ordinary shares of 5 pence each ("
Ordinary Shares").



Name of Director              Number of Options Granted

Mr A R Cox                                      395,753

Mr S R Weston                                   209,836



The above grants represent the maximum number of shares that may be earned on
the basis of the Company's performance against a range of objective financial
and operational targets derived from the Company's budget, and measured over
this current financial year.  At the end of the financial year, the Company's
performance will be assessed against the specific targets and this will
determine the number of shares earned by the participants.  To the extent that
any of the targets are not achieved, the portion of the Plan award relating to
these targets will lapse.



In addition, notwithstanding the performance of the Company against the targets,
if the Remuneration Committee is not satisfied that adequate underlying
financial performance has been achieved over the financial year, it may reduce
the number of shares earned, by such amount as it considers appropriate.



Participants in the Plan must commit to hold a number of Ordinary Shares for the
duration of the Plan award period ("Commitment Requirement").  For individuals
participating in the Plan for the first time, the Commitment Requirement is set
at 10% of pre-tax annual basic salary rising to 15% in respect of individuals
who are participating for a second time.



The number of shares earned for the year will be held in the Xansa plc 2004
Employee Benefit Trust, with 50% vesting at the end of the third year of the
Plan award period, and 25% of the Plan award vesting at the end of each of the
subsequent two years, subject to continuing employment and the maintenance of
the Commitment Requirement.



With respect to the awards made in December 2004, all options provisionally
granted to Executive Directors and shown below, lapsed due to the performance
conditions for the 2004 /2005 financial year not having been achieved.



Name:                            Number of Options Granted
and now Lapsed



Mrs L K Barrat                                     206,000

Mr A R Cox                                         442,900

Mr S Srivastava                                     90,920

Mr S R Weston                                      230,000





As a result of the above awards and lapses, the Directors' interests over
options in the Company's Ordinary Shares now stand at:



Name:                                    Number of Options



Mrs L K Barrat                                     329,679

Mr A R Cox                                       1,971,256

Mr S Srivastava                                    211,605

Mr S R Weston                                      856,616





This notification relates both to a transaction notified in accordance with DR
3.1.4R(1)(a) and DR 3.1.4(R)(1)(b) of the Disclosure Rules, the latter being a
disclosure made in accordance with section 324 (as extended by section 328) of
the Companies Act 1985.










4 July 2005


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