Demerger of DX

Hays PLC
03 June 2004


                                                                     3 June 2004

                                    Hays plc
                                 Demerger of DX

Introduction

The Board of Hays plc today announces its intention to demerge DX, its Mail
business.  Following the disposals of its Commercial and Logistics divisions,
this represents the final significant step in the transformation of Hays into a
focussed Specialist Recruitment and HR Services business.  As a result of the
demerger, Hays' shareholders will own shares in two independent, separately
listed companies.  The Board believes that both the on-going Hays and DX
businesses have exciting futures as independent entities.  The demerger of DX
will enable both businesses to focus on their own growth opportunities and
strategic development.

DX business overview

DX is a leading provider of secure business-to-business ('B2B') mail services in
the UK and Republic of Ireland.  It delivers over 1 million items per day and
operates a UK-wide, end-to-end mail delivery network, with operations including
collection, sortation and final mile delivery.  DX is headquartered near
Heathrow and has over 1,200 employees.

Key strengths and strategy

DX is focused on the B2B sector, where it has a well-developed customer base and
a stable, cash generative core Document Exchange and Parcels business.  The
management of DX intend to use the existing DX network to take advantage of the
significant opportunities presented by the on-going liberalisation of the UK
mail market.  As the only major operator currently offering end-to-end B2B mail
services other than Royal Mail, management believe that DX is well placed to be
a significant competitor in this market.  DX has a strong management team with
relevant expertise to grow the business and create shareholder value.

The DX network

DX operates a hub-based network, with the main hub at Nuneaton and three
regional hubs at Manchester, Watford and Nottingham.  In addition, the network
has facilities in 33 other locations across the UK and Republic of Ireland.  DX
contracts with local firms to collect and deliver mail to and from these
locations.  The DX network supports three business services: The Document
Exchange, Parcels and Mail.

(i) The Document Exchange was established in 1975. It provides a private mail
service for approximately 27,000 business members through a comprehensive
network of exchanges.  The Document Exchange operates mainly on a subscription
basis and is the only nationwide provider of document exchange services in the
UK.  The Document Exchange accounted for approximately 62 per cent. of DX
turnover in the year ended 30 June 2003.

(ii) The Parcels service offers door-to-door delivery of small, time-sensitive
items on behalf of clients, which include high street retailers in the
insurance, travel and optical industries.  Other activities include the delivery
of point-of-sale materials and bulk deliveries.  The Parcels service operates in
a fully competitive market outside the Royal Mail's reserved area.

(iii) The Mail service offers new licensed mail products, which have been
developed following the partial deregulation of the UK mail market in 2002.
AssureDX is a tracked mail service offering guaranteed, next-day delivery to
most UK business premises.  It was launched in September 2003 for business
customers not already members of the Document Exchange network.  AssureDX is
targeted at high volume B2B mailers.  In addition, SigneDX provides a similar
service which is signed for by the recipient on delivery and DX+ provides DX
members with deliveries to central business addresses within all major UK towns
and cities.

These recently launched licensed mail products currently represent only a small
proportion of total DX revenues.  Management believe that there are significant
opportunities for DX to grow in the substantial next-day B2B mail sector.

Financial information on DX

In the year to 30 June 2003 DX generated total revenue of £129.4 million,
operating profit before interest, tax and depreciation of £37.6 million and
operating profit of £33.3 million.  Over the same period, capital expenditure
amounted to £3.9 million.

Current trading

In the current financial year DX has traded satisfactorily.  After the
investment in the network required to deliver new licensed products, and to
establish the management and infrastructure needed to enable DX to operate
independently, operating profit before exceptional items is expected to be
slightly below last year's level.

DX Board and management

John Maxwell has agreed to become non-executive Chairman of DX.  Peter Brougham
has been Managing Director of DX since January 2003 and will continue as Chief
Executive of DX following completion of the demerger.  Michael-John Saunders
joined DX as Finance Director in December 2003 and will continue in this role
following the demerger.  Over recent months, Peter has made a number of other
senior appointments to the DX management team to provide DX with the necessary
management expertise to grow its new mail services.

Demerger structure and timetable

It is expected that the demerger will be effected through the transfer of the DX
business into a newly incorporated company which will be demerged by way of a
dividend in specie.  DX will be domiciled in the UK and will be listed on the
London Stock Exchange.

The demerger will be subject to, amongst other things, approval by Hays'
shareholders.  The Board expects that the demerger will be implemented before
the end of calendar year 2004.

DX will have an appropriate level of debt on demerger.  In addition, as a result
of the strong cash flow characteristics of the business, it is expected that DX
will support an attractive dividend payout following demerger.

Further information about the proposed demerger, including details of further
Board appointments, capital structure and dividend policy, will be provided in
due course.

Colin Matthews, Chief Executive Officer of Hays, commented:

'I am delighted with today's announcement of the demerger of DX as it represents
the final significant step in the transformation of Hays into a focussed
Specialist Recruitment and HR Services business, whilst also enabling Hays'
shareholders to participate in the future potential of the DX business.  The
Board believes that both the on-going Hays business and DX have exciting futures
as independent companies.'

Peter Brougham, Managing Director of DX, commented:

'I believe that DX is uniquely positioned to take advantage of the new
regulatory environment within the UK mail industry.  Through a combination of
our well-established document exchange business and the significant growth
opportunities from our new mail products, DX has the potential to deliver
considerable value to shareholders as an independently listed company.'

There will be a conference call for investors and analysts attended by Bob
Lawson, Colin Matthews, John Martin and Peter Brougham at 09:00 today.  Details
are as follows:

Dial in number:  [phone]
Password:  Hays

Enquiries:

Hays plc                                                 [phone]
Bob Lawson, Chairman
Colin Matthews, Chief Executive
John Martin, Group Finance Director

Brunswick                                                [phone]
Jon Coles/Alison Howard

Citigroup Global Markets Limited is acting for Hays plc and no one else in
connection with the demerger and will not be responsible to any other person for
providing the protections afforded to clients of Citigroup Global Markets
Limited or for providing advice in relation to the demerger.

Notes to editors

The Document Exchange and Parcels activities of DX were open to competition
prior to the recent liberalisation of the postal market which was introduced by
the Postal Services Act 2000.

In March 2002, the UK Postal Regulator invited applications for long-term
licences (with a minimum term of 7 years) to compete with Royal Mail's universal
services for the following activities:

•  Bulk mail - collection, sortation and delivery of over 4,000 mail items from 
   a single site in a similar format
•  Consolidation - collection, sortation and trunking of mail for delivery 
   locally by Royal Mail (commonly referred to as 'downstream access')
•  Enhanced document exchange - an exchange-to-door service for exchange members
•  Next-day tracked B2B mail - a service offering track and trace facilities 
   and a guaranteed latest time of next-day delivery.

On 23 December 2002, DX was awarded the first long term licence to introduce
additional mail services for businesses in the UK, allowing DX to develop its
next-day tracked B2B mail and enhanced document exchange products.

John Maxwell - Chairman, DX

John Maxwell (59) was Director General of The Automobile Association (1996 -
2000) and led the organisation through its demutualisation.  Prior to joining
The Automobile Association he was an Executive Director of Prudential plc,
responsible for Corporate Development.  He is a non-executive director of a
number of other companies.

Peter Brougham - Managing Director, DX

Peter Brougham (47) has been Managing Director of DX since January 2003.  Prior
to joining DX, he worked for 8 years at Emery Worldwide as Vice President EMEA
(1997-2003) and Operations Director of the same division (1995-1997).  He has
over 25 years experience in the express and logistics industry.

Michael-John Saunders - Finance Director, DX

Michael-John Saunders (43) is a chartered accountant and joined DX as Finance
Director in December 2003.  Previously he was Chief Operating Officer and
Finance Director for Boodle Hatfield, a London law firm, and prior to that he
was a partner at Arthur Andersen where he worked for 20 years.


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