Director/PDMR Shareholding

RNS Number : 5627T

Intercede Group PLC

08 June 2009

Intercede Group plc ('Intercede' or the 'Company')

Directors' Holdings in Company

And

Notification of Interest

Further to the conversion of loan notes to ordinary shares (the 'Conversion') and the resultant increase in the Company's issued share capital announced on 1 June 2009, the Company has been advised of changes to the notifiable holdings of directors and significant shareholders as set out below:

The Company was notified on 5 June 2009 by the Trustees of The Azalia Trust, being persons connected with Jacques Tredoux, a director of Intercede, pursuant to DTR 3.1 and DTR 5.1, that on 1 June 2009 The Azalia Trust indirectly acquired through controlled undertakings an aggregate of 5,740,485 ordinary shares of 1p each in the Company as a result of electing to convert the Trust's indirect interests in convertible loan notes at the conversion prices of 20p and 15p per share. Following the conversion, the Trust now has an aggregate indirect holding of 11,063,128 ordinary shares, representing 22.96% of the issued ordinary share capital of the Company.

The controlled undertakings of The Azalia Trust with disclosable holdings are:

Name of undertaking	Number of shares acquired as a result of Conversion	Existing shareholding prior to Conversion	Percentage holding following Conversion
Friskney Enterprises Limited	1,800,545	0	3.74%
Ferrybridge Enterprises Limited	1,854,907	0	3.85%
React Invest Limited*	2,085,033	1,344,683	7.12%

* React Invest Limited hold a further 402,448 shares which are not for the beneficial interest of Azalia Trust giving a total shareholding of 3,832,164 shares (7.95%).

The Company was notified on 5 June 2009 by the Trustees of The Woodcock Trust, being persons connected with Jacques Tredoux, pursuant to DTR 5.1.2 (2), that as a result of the increase in the issued share capital of the Company, The Woodcock Trust is now indirectly holding 3.04% of the Company's issued share capital, having previously held 4.31% of the same. The 1,463,216 shares in which the Trust is interested are registered in the name of Pershing Keen Nominees Limited, which is a nominee of Angus Investment Holdings Limited ('Angus'). Angus is controlled by The Woodcock Trust, of which Jacques Tredoux and his wife and children are members of the class of discretionary beneficiaries.

The holdings of the directors of the Company following the Conversion are as set out in the table below:

Director	No. of shares held	% of issued share capital
R A Parris	6,472,232	13.43%
A M Walker	1,248,077	2.59%
R Hoggarth	168,721	0.35%
J S Sikorski	106,686	0.22%

The Azalia Trust and The Woodcock Trust have an aggregate indirect holding of 12,526,344 ordinary shares in the Company (26.00%). Although Jacques Tredoux does not have any direct holdings in the ordinary shares of the Company, he and his wife and children are members of the class of discretionary beneficiaries under the Trusts.

The Company wishes to clarify other significant shareholdings as at 5 June 2009 resulting from the Conversion and increase in its issued share capital to 48,178,005 ordinary shares.

Shareholder	No. of shares held	% of issued share capital
Anjar International Limited	3,241,631	6.73%
Plastic Technologies Ltd	3,147,436	6.53%
Barclayshare Nominees Limited	1,655,661	3.42%
Cogefin (Bermuda) Limited	1,582,541	3.28%
Hargreave Hale Nominees Limited	1,568,788	3.26%