RNS Number:1749U
Xansa PLC
13 January 2004

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 12 January
2004 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 213,213 of the Company's
ordinary shares of 5 pence each ("Ordinary Shares") on 12 January 2004 at 83.5
pence each. 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 "Matching" shares provided out of the AESOP Trust.  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 AESOP as well as holding Ordinary Shares required for "
Matching".



Except where otherwise referred to, the directors named below were allocated 298
Ordinary Shares each (149 "Partnership" shares and 149 "Matching" shares) having
elected to participate in the AESOP.  Mr A Cox was allocated 300 Ordinary Shares
(150 "Partnership" shares and 150 "Matching" shares).  This small difference in
the allocation arises because he had 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:            38,609

Mr P R Gill:           23,091

Mr S R Weston:         14,241

Mr A L Wood:        1,225,057



The Company, further announces that it received notification on 12 January 2004
that at 9 January 2004 Xansa Trustee Company Limited, had transferred 1,609
Ordinary Shares and had sold 74,911 Ordinary Shares at 83.5 pence each to and 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

            Mr A L Wood



The total holding of the AESOP Trust amounts to 14,255,985 Ordinary Shares.





13 January 2004


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

RDSBJMJTMMIBBRI