Director Shareholding

Roxboro Group PLC
04 July 2003

                             THE ROXBORO GROUP PLC



Disclosure of directors' interests in shares or debentures and notifications of
dealings under the UKLA listing rule requirements

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 (the 'Bonus Issue') 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 'Share Capital Consolidation' and together with the Bonus Issue,
the 'Capital Reorganisation').

Pursuant to paragraph 16.13 of the listing rules made by the UKLA for the
purposes of Part VI of the Financial Services and Markets Act 2000, as amended,
notice is hereby given of changes to the interests of the directors of the
Company in the Company's securities following the issue and, where elected,
redemption of B Shares and the Share Capital Consolidation, as follows:

Director                Previous Holding                             New Holding(s)
Sir Alan Cockshaw       Existing Ordinary Shares        30,000       NewOrdinary Shares        15873

                                                                     B Shares allotted         30000

                                                                     B Shares redeemed         30000

                                                                     B Shares retained         Nil


H L Tee                 Existing Ordinary Shares        2,590,922    New Ordinary Share        1370857

                                                                     B Shares allotted         2590922

                                                                     B Shares redeemed         Nil

                                                                     B Shares retained         2590922


A J Vaisey              Existing Ordinary Shares        82,600       New Ordinary Shares       43702

                                                                     B Shares allotted         82600

                                                                     B Shares redeemed         82600

                                                                     B Shares retained         Nil


J Hewitt                Existing Ordinary Shares        8,000        New Ordinary Shares       4232

                                                                     B Shares allotted         8000

                                                                     B Shares redeemed         8000

                                                                     B Shares retained         Nil


R Jeens                 Existing Ordinary Shares        10,000       New Ordinary Shares       5291

                                                                     B Shares allotted         10000

                                                                     B Shares redeemed         10000

                                                                     B Shares retained         Nil





Furthermore, as a result of the Share Capital Consolidation, the options granted
over Existing Ordinary Shares to the directors of Roxboro under the Roxboro No.
3 Executive Share Option Scheme are, with effect from 30 June 2003, granted over
New Ordinary Shares. The number of New Ordinary Shares subject to the options is
the same as the number of Existing Ordinary Shares, and the price payable for
each share on exercise of such options remains the same.

The executive directors are deemed to be interested in the shares held by the
Trustee of the Roxboro Group 1993 Employees' Share Ownership Plan Trust ('ESOP')
trust (the 'Trust'). These interests have changed insofar as, following the
Share Capital Consolidation, the Trustee of the Trust holds 3,692 New Ordinary
Shares in place of the 6,978 Existing Ordinary Shares previously held.

The above changes were with effect from 30 June 2003 and were disclosed to the
Company before 7 July 2003.




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