Acquisition of RSATs. etc.

Capita Group PLC
17 May 2001

17 May 2001



Capita Enhances Commercial Support Services Offering For The Private Sector



Key Highlights:



*       Acquisition of the Royal & SunAlliance Trust Companies (RSATs
companies), Corporate Trustees and providers of trust and administration
services, from Royal & SunAlliance for a purchase consideration of £24 million
payable in cash.  The business comes with net assests of £18 million, of which
approximately £17 million are cash or cash equivalents.



*       Acquisition of the remaining 68.5% shares in myshares, the leading
provider of software to administrators of employee share plans, for £1.97
million to be satisfied in cash.



Rod Aldridge, Executive Chairman of Capita commented:



'The acquisition of the Royal & SunAlliance Trust Companies and the remaining
shares in myshares extends and builds upon Capita's commercial support (IRG's)
services offering, reinforcing Capita's presence and capability in fast
growing markets in the private sector.



'The acquisition of the RSAT companies expands our service offering to leading
UK companies.  Equally, the strong corporate client list of myshares adds
significantly to our relationships with major corporates and most of the
FTSE100 companies.  The new acquisitions not only extend our private sector
client base offering further opportunities for cross selling Capita's broader
range of business services but also provide valuable additional services that
can be introduced to existing Capita clients - a clear two way benefit.'





For further information:

The Capita Group Plc
     020 7799 1525

Rod Aldridge, Executive Chairman

Paul Pindar, Chief Executive

Shona Nichols, Group Marketing Director

Press Office
         020 7544 3141

Issued by

Hogarth Partnership, John Olsen/James Longfield
020 7357 9477







                Capita IRG's service offering extended through

Acquisition of RSA Trust Companies



The Capita Group Plc (Capita), the leading provider of professional support
services, has today announced the acquisition of the RSA Trust Companies ('
RSATs'), Corporate Trustees and providers of trust and administration services
to both the personal and corporate sectors, from Royal & SunAlliance for £24
million.  The consideration is to be satisfied in cash.



In the year to 31 December 2000, RSATs reported a trading profit (excluding
interest) of £0.7 million on turnover of £4.1 million.  At 30 April 2001,
RSATs had net assets with a book value of £18 million, of which around £17
million were in the form of cash or cash equivalents.  The acquisition is
anticipated to be earnings enhancing in the current year and will be managed
as part of Capita IRG.



RSATs employ 60 people in offices in London and Jersey and offer a range of
trust and administration services to the corporate and personal sectors.  For
corporate customers, RSATs act as corporate trustees for a range of corporate
debt instruments, such as debentures, loan stocks and other special purpose
trust vehicles, such as Property Enterprise Zone Trusts and Pipeline Financing
Trusts.  RSATs also act as a custodian for offshore unit trusts for a range of
clients including Lloyds TSB, Matrix Securities and Standard Bank.



For personal customers services include: trust administration, wills and
executorship and portfolio management services.  RSATs also offer wealth
management services to members of the Sun Alliance pension scheme.  Capita has
entered into a five year, exclusive, contract with Royal & SunAlliance to
continue to offer these services.



Rod Aldridge, Executive Chairman of Capita, commented:



'Capita IRG has been a tremendous success for the Group in the development of
our private sector business.  Not only is Capita IRG continuing to perform
very well but we have also been able to introduce other service offerings
provided by the Group to their extensive client base.  Already 30 clients have
become clients of our HR division, taking pension, payroll and recruitment
services.  The acquisition of RSATs takes this strategy a stage further, both
strengthening and expanding the range of services we currently offer through
Capita IRG.



'The addition of the RSAT companies will make Capita IRG the leading
independent corporate trustee business in the UK.  We also believe that the
services offered to members of the Sun Alliance pension scheme have the
potential to be offered to other Capita IRG clients, where we act for 50% of
all UK quoted companies.  We particularly feel that this will be relevant to
the ESOP business, an area of high interest to companies.  We welcome the
RSATs employees to the Capita Group and look forward to working with them to
expand their business within Capita IRG.'



Royal & SunAlliance Managing Director, Steve Broughton, commented:



'The Trust Companies have been consistently producing very satisfactory
profits but they are a fairly discrete part of the RSA Group which we decided
was not core to our operations.  The sale to Capita provides us with a good
opportunity to dispose of these businesses whilst securing future roles in a
successful Group for our colleagues in the Trust Companies.'



Acquisition of myshares, leading provider of Employee Share Scheme Support
Services



The Capita Group Plc has acquired the remaining 68.5% shares in myshares that
it does not already own, for £1.97 million to be satisfied in cash.



Myshares provides software to administrators of employee share plans in major
corporates. Through market leading administration software and web-based
communication software myshares offers the UK's most comprehensive share plan
service to major corporates.





Commenting on the acquisition, Rod Aldridge, Executive Chairman said:



'Myshares will enhance Capita's existing Employee Share Scheme Support
Services and Capita's wider HR offering, whilst expanding Capita's
relationships and client base in the private sector.  There is an obvious
synergy in their activities and markets and I am delighted to welcome myshares
fully in to the Group.  This is a growth market with companies increasingly
looking to outsource the administration of employee share plans and integrate
them with other employee benefits.  The Government's introduction of the new
All Employee Share Ownership Plans (AESOPs), with the objective of doubling
the number of companies with employee share ownership, is also driving forward
the market.'



Illustrating the clear compatibility of products and services, Capita IRG
today announces that it has signed an agreement with Abbey National to exploit
the fast growing market for the new All Employee Share Plans (AESOPs).
Myshares' services are an integral part of this new joint service.  This three
year deal includes the outsourcing of Abbey National's own AESOP
administration to Capita IRG and myshares and in total is expected to be worth
approximately £2 million over the next three years.



Myshares products are used by 200 major corporates, including 40 of the
FTSE-100 companies, and 10 specialist third party administrators.  30% of
executive share options in the UK are maintained by myshares software.  Capita
IRG provides administration services to 70 companies and share registration
services to over half the London Stock Market.



                                    -Ends-



Notes to Editors



The Capita Group Plc



The Capita Group Plc is one of the largest and fastest growing professional
support services organisations in the UK. Capita provides an integrated range
of professional support services on long-term contracts across the private
sector, local and central government and education in the UK.  With over
11,000 people working across a network of over 120 sites, generating a
turnover in excess of £450 million, Capita's achievements promoted it to the
FTSE 100 in 2000.



Capita draws on their wide base of skills and sector expertise to generate and
successfully implement tailored service solutions.  Capita's capability spans
leading edge customer and administration services, HR services, IT and
strategic support, software and property consultancy.



Capita IRG is one of the UK's leading share registration businesses, providing
services to over 1,400 companies from FTSE 100 to AIM and OFEX constituents.
In 2000 Capita IRG acted as registrar in 80% of the London Stock Market
flotations.  The business also delivers employee share scheme administration,
trustee services and security printing to their extensive private sector
customer base.