Dispensation from Rule 9

ITIS Holdings PLC
10 February 2004


ITIS Holdings plc ('ITIS' or the 'Company')

Dispensation from Rule 9 of the City Code on Takeovers and Mergers


On 20th January 2004, ITIS announced that it had reached agreement with
Minorplanet Systems PLC ('Minorplanet') to terminate Minorplanet's trading
relationship with NavTrak, the stolen vehicle tracking business. It was also
announced that ITIS was proposing to enter into an agreement (the 'Share
Purchase Agreement') with Minorplanet whereby ITIS would repurchase from
Minorplanet 2,177,215 Ordinary ITIS Shares (the 'Shares') at a price of 20p per
Share (the 'Buy Back').

In order to enter into the Share Purchase Agreement and undertake the Buy Back
the Directors require authorisation from ITIS shareholders in general meeting. A
circular (the 'Circular') seeking such authorisation was dispatched to ITIS
shareholders on 20th January 2004. The Circular also contained an additional
resolution which, if approved, would grant the Directors a general power to
repurchase up to an additional 7,664,873 Ordinary Shares on an on-market basis
(the 'General Authority').

The Company further announces that under the Rules of the City Code on Takeovers
and Mergers (the 'City Code'), Stuart Marks, Chief Executive of the Company and
persons with whom he is deemed to be acting in concert (the 'Concert Party')
would be required, by virtue of their shareholding in ITIS, in aggregate
amounting to 31,211,935 Ordinary ITIS Shares (representing 31.71 per cent of the
issued share capital), to make a mandatory offer for the Company in the event
that either (i) the Buy Back was effected by the Company and/or (ii) the Company
exercised its powers under the General Authority to purchase its own shares.

The Panel on Takeovers and Mergers (the 'Panel') has agreed to waive the
obligation which would otherwise arise under the City Code for a general offer
to be made by the Concert Party for the Company as a result of the Buy Back or
pursuant to the General Authority ('Whitewash'), subject to approval by an
independent vote on a poll by ITIS shareholders (other than those connected with
the Concert Party) in general meeting.

It is therefore proposed that an extraordinary general meeting of the Company
(the 'Extraordinary General Meeting') is held at the offices of Altium Capital
Limited, 30 St James Square, London SW1Y 4AL, at 9.15 am on 27th February 2004
and at which a resolution (the 'Resolution') will be proposed to approve the
waiver by the Panel of the requirement for the Concert Party to make a general
offer under the City Code. A further circular, containing details of the
Whitewash and convening the Extraordinary General Meeting, is expected to be
sent to ITIS shareholders later today.

The Directors other that Stuart Marks (the 'Independent Directors') believe the
waiver of the obligation on the members of the Concert Party (both individually
and collectively) to make a general offer to ITIS Shareholders under Rule 9 of
the City Code to be fair and reasonable so far as the ITIS Shareholders are
concerned and to be in the best interests of ITIS Shareholders as a whole and
unanimously recommend that ITIS Shareholders vote in favour of the Resolution.

To avoid holding two general meetings relating to the same subject on different
dates, the Chairman of ITIS, Sir Trevor Chinn, will be exercising the
discretionary powers available to him under the Company's articles of
association to adjourn the extraordinary general meeting convened for 10.30 am
on 12th February 2004, notice of which was given to Shareholders on 20th January
2004, until the later of 9.30 am on 27th February 2004 and the conclusion of the
Extraordinary General Meeting.


Director's service contract

The Company also announces that on 29th January 2004, Giles Harridge, an
executive director of the Company, entered into a compromise agreement with the
Company pursuant to which Mr Harridge's service agreement dated 4th October 2000
would terminate with effect from 16th January 2004.

Mr Harridge continues to provide services as a director of the Company.



Contacts:

Stuart Marks, Chief Executive, ITIS Holdings plc         0161 929 5788
Ginny Pulbrook, Citigate Dewe Rogerson                   020 7638 9571



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