Disposal

Hays PLC
26 November 2003

                                    HAYS PLC

    DISPOSAL OF THE TRADING OPERATIONS AND CERTAIN ASSETS OF HAYS LOGISTICS



26 NOVEMBER 2003



Hays plc has signed an agreement (the 'Agreement') for the sale of the trading
operations and certain assets of its Logistics Division (the 'Business') to
companies formed by Platinum Equity, LLC.  In order to maximise value for
shareholders, Hays has decided to retain certain properties in the UK, France
and Benelux (the 'Retained Properties'), along with the German Logistics and US
Home Delivery businesses, and intends to dispose of them separately.


The Agreement values the Business at £102.4 million on a cash-free and debt-free
basis and assuming a normalised level of working capital. In addition Hays
expects that the sale of the Retained Properties will generate aggregate net
proceeds, after tax and transaction costs, of approximately £100 million.


The Business



The Business is a leading provider of logistics services and supply chain
solutions, employing more than 16,000 staff in 140 locations across 11
countries, and managing more than 3 million square metres of warehouse space. In
the year ended 30 June 2003, the Business generated turnover of £854.0 million,
had an operating profit before goodwill amortisation and exceptional items of
£32.8 million and had net assets, after adjustment, of £75.7 million.



The Agreement



The effective date of the Agreement is 31 October 2003 and the purchaser will be
entitled to the profits of the Business from this time.  The price was based on
an agreed net asset target which assumed a normalised level of working capital.
To the extent that the actual net assets of the Business as at 31 October 2003
differ from this target, there will be a pound for pound adjustment to the
consideration.  At 31 October 2003 there was an estimated shortfall in net
assets of approximately £25 million, but this shortfall is offset against Hays
having previously extracted cash from the Business of an equivalent amount.  The
consideration (as adjusted) will be paid in cash at completion.  Tax and
transaction charges are estimated at £22.9 million.  The net proceeds of the
disposal will be used to pay down debt.



The transaction is conditional on the approval of Hays' shareholders, and a
circular containing notice of an Extraordinary General Meeting will be sent to
shareholders shortly. The transaction is also conditional upon clearance by the
European Commission under the EC Merger Regulation. The Board expects that the
conditions will be satisfied and the disposal completed early in 2004.



Retained Properties and businesses


The Retained Properties are being separated from the Business and, where
appropriate, arms length lease agreements are being established between the
relevant logistics company and the retained Group.  The aggregate annual rental
income from the Retained Properties amounts to £10.8 million.  The sale process
for the Retained Properties will commence shortly and is expected to be
completed in 2004.  In addition, as announced on 19 November, Hays has disposed
of five properties previously used by the Business, generating net proceeds of a
further £12.5 million.

The German Logistics and US Home Delivery businesses are also being marketed for
disposal.  These businesses generated aggregate sales of £80.7 million and
losses of £6.1 million in the year ended 30 June 2003.  The associated assets
were fully provided against at 30 June 2003, though the net proceeds or cost of
exit for these businesses cannot be accurately estimated at this time.


Under the terms of the Agreement, Hays will continue to provide certain
administrative services from shared facilities in the UK for a period of up to
nine months following completion.  At the end of this period, these facilities
are expected to be restructured and sold to the purchaser for a nominal sum.
The associated assets were fully provided against at 30 June 2003. Hays
announced on 9 September 2003 that the unprovided costs of restructuring these
and other shared facilities was approximately £10 million.



Hays will retain the historic pension liabilities in relation to the UK
employees of the Business.



Management



Management of the Business are not party to the Agreement and have not
contributed any equity towards the acquisition, but will continue to run the
Business following completion.  Xavier Urbain will resign from the Board of Hays
on completion.


Colin Matthews, Chief Executive Officer of Hays plc, commented:



'We are delighted with today's announcement of the sale of this business to
Platinum Equity which represents another significant step in the transformation
of Hays into a specialist recruitment and HR services business.  The Board
firmly believes that the transaction announced today, taken together with the
likely sale proceeds from the retained properties, represents the best way to
maximise value for shareholders.  We intend to press on with the disposal of the
remaining properties and the two small operations which will complete Hays' exit
from Logistics.  We also believe that the sale to Platinum Equity will allow the
business to prosper for the benefit of its customers and employees.'



ENQUIRIES


Hays plc                                                  [phone]
Colin Matthews, Chief Executive Officer
John Martin, Group Finance Director

Brunswick                                                 [phone]
Jon Coles





Citigroup Global Markets Limited is acting for Hays plc and no-one else in
connection with the disposal 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 disposal.





NOTE TO EDITORS



Platinum Equity (www.platinumequity.com)


Platinum Equity is a global acquisition firm headquartered in Los Angeles with
principal offices in Paris, New York, Boston and Atlanta. Privately held by
financier Tom Gores, the firm has completed 39 privately funded acquisitions
since 1995, and was recognized by Forbes magazine in 2003 as the 34th largest
private company in the United States.  Platinum's operating portfolio currently
includes 19 companies with aggregate revenue of more than $4 billion, and more
than 16,000 employees worldwide.



Platinum typically invests in companies that provide mission-critical products
and services to enterprise customers.  Generally, these mission critical
products and services encompass the technology tools that are essential to the
operation of a company's business and whose potential loss or disruption could
severely impact the customer's operations and financial performance.



The firm has demonstrated an ability to identify and rapidly resolve complex and
challenging operational issues in order to increase revenue and profitability of
the companies it acquires, and to building them into market leaders.  Through
this operations-intensive 'M&A&OSM' approach, Platinum also builds value by
successfully integrating add-on acquisitions.


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