Capital Reorganisation

Roxboro Group PLC
30 June 2003

30 June 2003

The Roxboro Group PLC

Issue and redemption of B Shares and consolidation and sub-division of Existing
Ordinary Shares

At the Extraordinary General Meeting of The Roxboro Group PLC (the 'Company')
held on 16 June 2003 shareholders approved a return of capital by way of a bonus
issue of one redeemable non-cumulative preference share of 75p ('B Share') for
each existing issued ordinary share of 1p ('Existing Ordinary Share') held at
the close of business on 27 June 2003 and the consolidation and sub-division of
Existing Ordinary Shares on the basis of 100 new ordinary shares of 1.89p each
('New Ordinary Shares') for 189 Existing Ordinary Shares of 1p each (the
'Capital Reorganisation').

The proposed reduction and return of share capital (in accordance with Chapter
IV of Part V of the Companies Act 1985, as amended) of WGL (2003) Limited, a
wholly-owned subsidiary of the Company, became effective on 26 June 2003.  The
New Ordinary Shares and the B Shares have today been admitted to the official
list maintained by the Financial Services Authority (acting in its capacity as
competent authority for the purposes of Part VI of the Financial Services and
Markets Act 2000, as amended) and to trading on the London Stock Exchange plc's
market for listed securities. Accordingly, the Capital Reorganisation has now
become effective.

A total of 56,800,170 B Shares were issued today of which 51,612,199 were
redeemed thereafter for cash at par value.  Cheques for the redemption proceeds
will be posted on 7 July 2003. Following the issue of the B Shares, 56,800,170
Existing Ordinary Shares were consolidated and subdivided into 30,053,000 New
Ordinary Shares.


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