Directors' Notification of Dealing in Shares, etc

On-Line PLC 29 March 2000 The Company is pleased to announce that its broker, Insinger Townsley, yesterday completed a placing of 175,000 shares at a placing price of £11.00. On-line has recently been subject to institutional interest. As it is hard for institutions to acquire a sufficiently large interest in the market, the Directors have made an amount of stock available as a placing. This placing has been made possible by the directors through the exercise of their options. Due to the adverse tax environment for option holders, on exercise of options the parties (in this case directors) immediately become liable for income tax, which in practice requires the parties to sell a portion of their holding to satisfy this liability. The company has taken advantage of this to facilitate the placing as follows: the directors listed below have taken up all their outstanding options and disposed of the minimum necessary to satisfy the costs and tax liabilities involved with the transaction. David Crump: exercised 151,000 options (of which 71,250 shares were placed). Holding following the transaction 84,750 shares (1.7%) Jonathan Mullins: exercised 156,000 options (of which 73,500 shares were placed). Holding following the transaction 164,486 shares (3.2%) Andrew Hewson: exercised 41,000 options (of which 18,250 shares were placed). Holding following the transaction 23,826 shares (0.5%) The options were exercised at varying prices between 50p and 200p. A small balance (12,000 shares) from On-line's remaining limited share issuing facility has been used to make up the full amount of the placing of 175,000 shares. In this way the company has been able to broaden its shareholder base. Application has been made for the 175,000 placing shares and the remaining 185,000 shares issued pursuant to the exercise of options to be admitted to trading on AIM. Admission is expected on 4 April 2000.
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