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Xansa PLC (XAN)

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Monday 08 August, 2005

Xansa PLC

Director/PDMR Shareholding

Xansa PLC
08 August 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 August 2005, the following Executive Director was 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 G M Stuart                                 209,836

The above grant represents 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 participant.  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.

As a result of the above award, the Director's interest over options in the
Company's Ordinary Shares now stands at:

Name:                                              Number of Options

Mr G M Stuart                                      209,836

The Company further announces that it received notification on 8 August 2005
that at 5 August Xansa Trustee Company Limited, trustee of the Inland Revenue
approved Xansa All Employee Share Ownership Plan ('AESOP') had transferred 7,671
Ordinary Shares and had sold 10,515 Ordinary Shares at 90 pence each on behalf
of participants leaving the AESOP.

The AESOP 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 AESOP.

Executive directors who are potential beneficiaries of the AESOP are:-

Mrs L K Barrat
Mr A R Cox
Mr G M Stuart
Mr S R Weston

The total holding of the AESOP Trust amounts to 17,301,296 Ordinary Shares.

These notifications relate 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.

8 August 2005

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