Earn Outs

Anite Group PLC
21 January 2003


For immediate release                                         21 January 2003




                                ANITE GROUP PLC

              Anite completes three further earnout renegotiations

                           95% of earnouts now agreed



Anite Group plc ('Anite' or 'the Group'), the worldwide IT solutions and
services company, today announces significant further progress in its earnout
renegotiations.  Highlights are:



•  95% of the Group's total potential earnout liabilities successfully
   renegotiated

•  result of remaining significant renegotiations announced today (Parsec,
   ITS and Anite.net). In addition, the Group is now addressing its remaining,
   minor,  earnout liabilities which are unlikely to achieve their full earnout

•  earnout obligations for Calculus, Carus, Didgicom, MSPS, Parsec, Rox,
   ITS and Anite.net therefore all successfully renegotiated in full

•  as a result of the renegotiations, over the three year period ended 30
   April 2005 the actual number of shares in issue is expected to increase by
   around 15% to 353.4m when compared to the number in issue at the year ended 
   30 April 2002 (306.8m)

•  the average number of shares in issue is therefore expected to be
   significantly below that anticipated at the time of the announcement of the
   Group's preliminary results on 9 July 2002 (380m) and that forecast in the
   Annual General Meeting trading statement on 4 September 2002 (369m)

•  the primary achievement from the negotiations has been to provide a
   full buy out of the Group's earnout obligations at a discount, or to replace
   share issues with loan notes, thus reducing dilution of earnings per share
   whilst taking advantage of the Group's forecast strong cash generation or to
   fix the price at which shares are to be issued, thereby creating further 
   certainty for shareholders



John Hawkins, Chief Executive of Anite, stated:



'I am delighted that we have been able to reach a further milestone in respect
of the remaining significant potential earnout liabilities thus providing
greater certainty for our shareholders.



'We have significantly reduced the forecast dilution of earnings as a result of
the process and can now direct all of our attention on managing the Group's
assets and good housekeeping.'


For further information, please contact:                          www.anite.com
Anite Group plc                                                   0118 945 0129
John Hawkins, Chief Executive
Neil Bass, Group Financial Controller
Weber Shandwick Square Mile                                        020 7067 0700
Reg Hoare/ Sara Musgrave





Introduction


Anite indicated at the time of its half year trading statement issued on 20
November and at the time of its interim results announcement on 11 December 2002
that, following successful renegotiations of the earnout obligations for
Calculus, Carus, Didgicom, MSPS, Parsec (partially), and Rox, representing 78%
of the Group's total potential earnout liabilities, negotiations to crystallise
the remaining smaller uncapped earnouts were underway and were close to
completion.  It has been the Group's policy that, where possible, the aim of the
negotiations was to replace share issues with loan notes thus reducing dilution
of earnings per share whilst taking advantage of the Group's forecast strong
cash generation or to fix the share price at which the shares are to be issued,
thereby providing greater certainty for shareholders.



The Group is therefore pleased to announce today that it has now successfully
renegotiated 95% of its total potential earnout liabilities as a result of
entering into agreements with the sellers of the three principal remaining
acquisitions, Parsec, ITS, and Anite.net.



Parsec Systems Limited ('Parsec')



The Group has entered into agreements with the sellers (the 'Parsec Sellers') of
Parsec, an e-business solutions and consultancy business that Anite acquired in
September 2001, in respect of the remaining element of its earnout commitments
to the Parsec Sellers, having announced in July 2002 that the Group had
crystallised the 2002 element.



Under the terms of the Parsec sale and purchase agreement (the 'Parsec SPA'),
the maximum earnout of £20 million payable on the achievement by Parsec of
various profit targets through to April 2004 was due to be satisfied (i) as to
50% by the issue and allotment by Anite of Anite ordinary shares to the Parsec
Sellers at an issue price calculated by reference to the average of the middle
market price in the period leading up to their allotment; and (ii) as to 50% by
the issue of loan notes.  £10 million has already been paid to the Parsec
Sellers pursuant to the earnout provisions of the Parsec SPA.



Under the new agreements, the primary provisions are as follows:



(i)   earnout payments to the Parsec Sellers will be satisfied as
      to 100% in guaranteed loan notes

(ii)  the maximum aggregate amount payable to the Parsec Sellers
      in the period 1 May 2002 through to April 2004 is reduced from £10 million 
      to £7.5 million.

(iii) the profit targets required to be met to achieve the earnout
      payments are altered, with an overall reduction of 8%


Ideal Technology Services Limited ('ITS')



Under the original terms of the sale and purchase agreement entered into in
connection with the acquisition of ITS (the 'ITS SPA'), a maximum earnout of
£4.75 million was payable to the sellers of ITS (the 'ITS Sellers') in relation
to the periods to 30 April 2005, the quantum of the earnout being dependent on
the performance of ITS during such periods.  In addition, it was provided that
all earnout payments would be satisfied as to 60% of each payment by the issue
of Anite ordinary shares at an issue price calculated by reference to the
average of the middle market price in the period leading up to their allotment
and as to 40% by the issue of guaranteed loan notes.



Under the terms of the variation agreement entered into between Anite and the
ITS Sellers, all earnout payments that fall due will be paid as to 100% by the
issue of guaranteed loan notes.  The quantum and timing of any payments remain
as provided for under the original terms of the ITS SPA.



Anite.net



Anite announced the acquisition of Anite.net on 1 May 2002.  Under the terms of
the original sale and purchase agreement (the 'Anite.net SPA'), Anite agreed to
pay an initial consideration of £420,000, with a maximum earnout of £4.05
million payable in relation to the periods to 30 April 2005.  Earnout payments
under the original terms of the Anite.net SPA were payable as to 65% by the
issue of Anite ordinary shares at an issue price calculated by reference to the
average of the middle market price in the period leading up to their allotment
and as to 35% by the issue of guaranteed loan notes.



Anite and the sellers of Anite.net (the 'Anite.net Sellers') have now agreed to
crystallise the potential earnouts on the following terms:



-    Anite will pay to the Anite.net Sellers c. £2.94 million (i.e.
     72.5% of the maximum aggregate amount payable under the provisions of the
     earnouts) (the 'Settlement Payment')

-    the Settlement Payment will be paid as to 80% in bank guaranteed
     loan notes (with the guarantee becoming effective as from 1 May 2003) and 
     as to 20% in Anite ordinary shares, such shares to be deemed to be valued 
     at 50 pence per share



Following payment of the Settlement Payment, Anite will have no further
potential earnout obligations in relation to the acquisition of Anite.net.



                                    - Ends -




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