RNS Number:3673R
Spring Group PLC
28 October 2003

                  Spring Group plc ("Spring" or the "Company")

   Proposed disposal of Spring's IT training business ("Spring IT Training")



Spring, one of the UK's leading staffing businesses, today announces that it has
entered into a conditional contract to sell Spring IT Training.


The sale of Spring IT Training, a non-core business, is in line with Spring's
strategy and will enable the Company to focus on its core technology staffing
and general staffing operations.


The total consideration of #1.045 million will comprise #0.395 million in cash
and #0.650 million in unsecured loan notes.


During the year ended 31 December 2002, Spring IT Training's turnover was #16.5
million and it incurred an operating loss of #1.6 million; in the six months
ended 30 June 2003 Spring IT Training reported operating losses of #2.5 million
on turnover of #6.2 million.


The sale of Spring IT Training is a related party transaction and is therefore
conditional upon shareholder approval. The Independent Directors consider that
the disposal of Spring IT Training is in the best interests of Spring's
shareholders as a whole.


This summary should be read in conjuction with the full text of this
announcement.


Richard Barfield, Chief Executive Officer of Spring, said:


"As Spring has continued to grow its share of the technology and general
staffing markets in the UK and Europe, Spring IT Training has become
increasingly non-core. The disposal will sharpen the focus of our business and
enable Spring to concentrate on the growth of our core staffing operations."



Enquires:

Spring Group plc
Richard Barfield, Chief Executive Officer
Tel: 0207 655 8605


Robert W. Baird Limited
James Wellesley Wesley
Tel: 0207 488 1212


Financial Dynamics
Ben Atwell
Tel: 0207 831 3113




                  Spring Group plc ("Spring" or the "Company")



Proposed disposal of Spring's IT training business ("Spring IT Training")



Introduction

Spring, one of the UK's leading staffing businesses, today announces that it has
reached agreement with Vidyah Inc. ("Vidyah") to dispose of its IT training
business for a consideration of #1.045 million (the "Disposal"). The
consideration is payable on completion of the Disposal and will be satisfied
through the payment of #0.395 million in cash and the issue of #0.650 million in
unsecured loan notes.



The Disposal constitutes a related party transaction under the Listing Rules of
the UK Listing Authority ("Listing Rules") and is therefore conditional upon the
approval of Spring's independent shareholders. Vidyah is a related party because
it is an indirect subsidiary undertaking of Knowledge Universe Inc. ("Knowledge
Universe") and Knowledge Universe is a substantial shareholder in Spring.



The sale of Spring IT Training has the support of the Spring directors not
associated with Knowledge Universe (being Richard Barfield, William Grubbs,
Barrie Clark and Peter Magowan, together the "Independent Directors").  The
Independent Directors consider that the Disposal is in the best interests of
Spring's shareholders as a whole and, having been so advised by Robert W. Baird
Limited ("Baird"), consider that the Disposal is fair and reasonable so far as
shareholders are concerned.  In providing its advice to the independent
Directors, Baird has taken into account the commercial assessment of the
Independent Directors.



Background to, and reasons for, the Disposal

In line with Spring's strategy, in 2003 the Group has continued to invest in its
core businesses of technology staffing, workforce management and general
recruitment.



Spring Technology Staffing Services is the UK's largest specialist technology
staffing business. The Independent Directors believe that Spring's comprehensive
range of technology staffing services and its financial strength position Spring
to achieve further growth in the UK and internationally, both organically and
through acquisition.



hy-phen, which combines Spring's proprietary technology and recruitment industry
expertise into a managed service for the technology and general staffing
markets, is continuing to win significant new contracts to become what the
Independent Directors believe will be one of the largest managed service
providers in Europe.



Spring Personnel is a substantial general staffing business with significant
operations around the UK focusing on finance and accountancy, PA/secretarial,
industrial and commercial recruitment. Spring plans to invest in this business
to achieve increased revenues and grow its market share.



Spring IT Training is one of the UK's leading specialist technology training
businesses. However, Spring IT Training is not a core business for Spring and as
a consequence the Board has decided to sell it. During the year ended 31
December 2002, Spring IT Training's turnover was #16.5 million and it incurred
an operating loss of #1.6 million. In the six months ended 30 June 2003 Spring
IT Training incurred an operating loss of #2.5 million on a turnover of #6.2
million. As at 31 December 2002, Spring IT Training had net assets of #2.5
million.



The Disposal is in line with Spring's strategy and the Disposal will enable the
Group to focus on the continued growth and development of Spring Technology
Staffing Services, hy-phen and Spring Personnel.



The Disposal Agreement

Spring IT Services Limited, a subsidiary of Spring ("Spring IT Services"), has
entered into a sale and purchase agreement (the "Disposal Agreement") with
Vidyah pursuant to which Spring IT Services has agreed, subject to the approval
of its shareholders, to sell Spring IT Training to Vidyah.



The consideration of #1.045 million receivable under the Disposal Agreement is
subject to a working capital adjustment at completion. The consideration is to
be satisfied as follows:



(a)           #0.395 million in cash which will be placed on deposit with the
rest of Spring's cash resources; and

(b)           #0.650 million through the issue by Vidyah of unsecured loan
notes. Interest at the rate of 10% per annum is payable half yearly on the
principal outstanding under the unsecured loan notes. The principal is repayable
as to one third on each of the second, third and fifth anniversaries of the date
of issue of the unsecured loan notes.  Spring intends to retain the unsecured
loan notes.



The Disposal Agreement contains customary limited warranties given by Spring IT
Services in respect of Spring IT Training as well as a customary tax indemnity.
In addition, the lease over a property in Leeds, which is shared by Spring IT
Training and Spring Technology Staffing Services, will be assigned to Spring IT
Services as soon as practicable.  Furthermore Spring Technology Staffing
Services will grant an underlease to Vidyah over that part of its Birmingham
premises which is occupied by Spring IT Training.



The obligations of Spring IT Services under the Disposal Agreement are
guaranteed by Spring and the obligations of Vidyah are guaranteed by Vidyah
International Inc., the immediate holding company of Vidyah.



Related Party and the Extraordinary General Meeting

For the reasons stated above and because four of Spring's directors (being
Steven Fink, Thomas Kalinske, Joseph Harch and Philip Simon, together the "
Related Party Directors") are appointed to the Spring Board by a subsidiary of
Knowledge Universe, the Disposal constitutes a related party transaction under
the Listing Rules. Under the Listing Rules, a related party transaction has to
be approved by Spring shareholders (other than the related party and its
associates) in general meeting. Consequently, an extraordinary general meeting
(the "Extraordinary General Meeting") has been convened for 14 November 2003.
Both ET Training LLC (the subsidiary of Knowledge Universe which holds the
interest in Spring) and Thomas Kalinske will abstain, and have undertaken to
take all reasonable steps to ensure that their associates will abstain, from
voting at the Extraordinary General Meeting.



A notice convening the Extraordinary General Meeting, at which the resolution
will be proposed to approve the Disposal, will be set out in a circular, which
is expected to be despatched to Spring shareholders later today.



Further information

Baird, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Spring and no one else and will not be
responsible to anyone other than Spring for providing the protections afforded
to customers of Baird nor for giving advice in relation to the Disposal.






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

DISIIFFRIRLTFIV