Disposal

Anite Group PLC
08 February 2005



For immediate release 8, February 2005

                                 Anite Group plc

                           Proposed disposal of Datavance

Anite Group plc ('Anite' or 'the Group'), the worldwide IT solutions and
services company, today announces that it has taken a further important step in
its programme of disposals of non-core, peripheral businesses:

Highlights

   •Conditional agreement to dispose of Anite's Paris-based IT consultancy,
    Datavance, in line with Anite's stated strategy of focusing on its core
    markets of Public Sector, Travel and Telecoms

   •total cash consideration of €19.0 million (circa £13.1 million), payable
    in full at completion

   •the disposal, to a management buyout team, constitutes a related party
    transaction under the UK Listing Authority Listing Rules ('Listing Rules')
    and is therefore conditional upon shareholder approval at an EGM; completion
    is expected soon thereafter

   •the disposal is expected to be dilutive to the Group's profitability for
    its current financial year ending 30 April 2005; the Group's tax percentage
    rate is expected to rise, which will result in the impact on Group earnings
    per share being greater than that on profits*

   •Anite's Board's strategy is to develop the Group organically and through
    acquisitions in its three core markets;

   •in the short term the proceeds of the disposal will be utilised for
    working capital purposes and will strengthen the Group's balance sheet

   •Datavance's results will be reported as a discontinued activity in the
    Group's future results. There will be a small profit on disposal, after
    writing off outstanding goodwill

   •Arma Partners, an independent investment banking firm focused
    exclusively on corporate finance advisory services to technology companies,
    acted as financial advisor to Anite in connection with this transaction.

Commenting on the disposal, Steve Rowley, Anite's Chief Executive, stated:

'We are pleased to have agreed this disposal. This follows the recent sales of
other businesses and is in line with our stated strategy of selling non-core
businesses. This will enable us to better focus on growth opportunities in our
core markets.'

For further information, please contact:                     www.anite.com

Anite Group plc                                              01753 804000
Steve Rowley, Chief Executive
Christopher Humphrey, Group Finance Director

Arma Partners                                                020 7290 8100
Adam de Courcy Ling/John Meehan

Smithfield                                                   020 7360 4900
Reg Hoare/Sara Musgrave

* Certain statements made in this announcement may be forward looking statements
that are subject to risk factors associated with, amongst other things, the
economic and business circumstances occurring from time to time in the countries
and sectors in which Anite Group plc operates. It is believed that the
expectations reflected in these statements are reasonable but they may be
affected by a wide range of variables which could cause actual results to differ
materially from those currently anticipated. Subject to its continuing
obligations under the Listing Rules, Anite Group plc assumes no responsibility
to update any of the forward looking statements contained herein.

Introduction

Anite has entered into a conditional agreement to dispose of its Paris based
subsidiary, Datavance, to a management buyout team, Financiere RDM, for a total
cash consideration of €19.0 million (circa £13.1 million), payable in full at
completion.

The disposal constitutes a related party transaction under the Listing Rules and
is therefore conditional, inter alia, upon shareholder approval. The resolution
to approve the disposal will be proposed at a forthcoming EGM. A circular
providing further details of the disposal is being posted to shareholders in the
near future.

Related Party Transaction

The purchaser will be majority owned by Eric Rozanes and Stephane Levy at
completion, both of whom have been directors of Datavance from its
incorporation. Following Anite's purchase of Datavance in July 2000, they
continued to manage Datavance. In addition, they are both directors of Anite
Holdings International Limited and Anite Telecoms Holdings Limited, two of the
Group's subsidiaries, and will cease to be directors on completion. Eric Rozanes
and Stephane Levy are deemed to be related parties under the Listing Rules and
the sale of Datavance to a company, which includes their substantial
participation, will be classified as a 'Related Party Transaction' under the
Listing Rules. Under the Listing Rules, a related party transaction has to be
approved by shareholders (other than by the related parties and their associates
(as defined in the Listing Rules)). Therefore, an EGM has been convened for 24
February 2005. Messrs. Rozanes and Levy will abstain, and have undertaken to
take all reasonable steps to ensure that their associates will abstain, from
voting on the resolution at the EGM.

Overview of Datavance

Founded in 1990, Datavance provides IT personnel for projects in software
applications development, systems and network management to French corporate
customers, primarily in the banking and telecoms sectors and is currently a part
of Anite's International division. Datavance was acquired by Anite in July 2000
for a total consideration of £49.4 million from its founders Jean-Marc Ganem,
Eric Rozanes and Stephane Levy in order to extend Anite's pan-European service
capabilities. The consideration was paid through a combination of cash and
shares, £20 million of which was structured as an earn-out payable in two
tranches. As at 30 April 2004, Datavance had 330 full time employees out of a
total of 517 in Anite's International division and for the financial year ended
30 April 2004 it had revenues of €28.8 million (circa £20.2 million) and profit
before tax of €2.9 million (circa £2.0 million).

For the six months ended 31 October 2004, Datavance reported revenues of €16.4
million (circa £11.1 million) and profit before tax of €1.6 million (circa £1.1
million), which was included in Anite's recently announced interim results. This
represented 50.4% and 51.8% of Anite's International division's turnover and
operating profits of ongoing businesses, respectively. The net assets of
Datavance as at 30 April 2004 and 31 October 2004 were €13.8 million (circa £9.3
million) and €16.1 million (circa £11.2 million) respectively. On 24 and 27
December 2004, Datavance made a total exceptional pre-completion dividend of
€13.29 million (circa £9.2 million) to Anite Holding SARL ('Anite Holding').

Background to, and reasons for, the Disposal
Anite's stated corporate strategy is to hold a market leading position in the
markets it serves within three core sectors - namely Public Sector, Travel and
Telecoms. Within these markets, Anite's delivery model is based upon business
solutions with Anite-owned software at their core. Following a strategic review
of its activities in 2004, the Board made the decision that, in order to improve
the Group's overall performance, certain peripheral, non-core businesses, should
be disposed of to enable the Group to focus on its principal businesses.

Consistent with this review, the Group has made a number of recent disposals
including:

• the sale of the entire issued share capital of Anite
  Benelux B.V., a Netherlands-based IT consultancy, in December 2003;

• the sale of the entire issued share capital of Anite
  Systems GmbH, a German based space consulting business, in September 2004;

• the sale of the business and assets of Anite Calculus
  Limited, a UK-based telecoms billing systems business, in November 2004; and

• the sale of the trade and certain assets and liabilities of
  Anite Transport, a division of Anite Public Sector Limited which provides
  solutions, services and consultancy to the passenger transport industry, in
  December 2004.

Since the acquisition of Datavance, its financial performance has deteriorated
due to increased competition and pricing pressure within the IT staffing
segment, with annual profits before tax declining from €6.5 million (circa £4.0
million) in the Group's financial year ended 30 April 2002 to €2.9 million
(circa £2.0 million) in the Group's financial year ended 30 April 2004. Revenues
declined to €28.8 million (circa £20.2 million) from €34.1 million (circa £21.0
million) over the same period.

Notwithstanding the deterioration in Datavance's financial performance, in
Anite's financial year ended 30 April 2004, Datavance accounted for
approximately 13.1% of Group profit before tax (ongoing businesses before
exceptional items and restructuring costs, amortisation and impairment of
goodwill and closed businesses and utilisation of contract provisions). In
Anite's interim unaudited accounts for the six months ended 31 October 2004,
Datavance accounted for approximately 12.4% of Group profit before tax (ongoing
businesses before exceptional items and restructuring costs, amortisation and
impairment of goodwill and closed businesses and utilisation of contract
provisions).

The Board expects the disposal to be dilutive to the Group's profitability. In
addition as a result of the disposal, the Group tax percentage rate is expected
to rise, which will result in the impact on Group earnings per share being
greater than that on profits. Datavance's results will be reported as a
discontinued activity in the Group's future results. There will be a small
profit on disposal, after writing off outstanding goodwill of circa £8.0
million.

Use of proceeds

It is the Board's strategy to develop the Group organically and through
acquisitions in its three core markets. In the short term the proceeds of the
disposal will be utilised for working capital purposes and will strengthen the
Group's balance sheet. Datavance's results will be reported as a discontinued
activity in the Group's future results.

The Disposal Agreement

Anite and Anite Holding have entered into an agreement with the purchaser
pursuant to which Anite Holding agreed, subject, inter alia, to shareholder
approval and the closing conditions set out below, to sell the entire share
capital of Datavance to the purchaser.

The transaction is also subject to the purchaser having obtained from Banque
Sanpaolo the funds to be borrowed by the purchaser in connection with the
transaction. The drawdown of funds is subject only to the satisfaction of the
conditions precedent set out in the loan agreement.

The purchaser has agreed to pay a total consideration of €19.0 million (circa
£13.1 million) in cash for 100% of the share capital of Datavance. The
consideration will be paid in full at completion.

An additional €1.0 million (circa £0.7 million) in cash consideration will be
payable in the event that, on or before 30 April 2006, certain events occur
including, inter alia, the purchaser entering into an agreement to sell all or
part of the business or share capital of Datavance or of the purchaser at a
transaction value (to be determined in accordance with the terms of the disposal
agreement) of €22.0 million (circa £15.2 million) or more.

The proposed disposal price is based on the sale of Datavance on a cash and debt
free basis as at 31 December 2004. In order to facilitate this, Anite has agreed
with the purchaser on an adjustment to the net cash position as at 31 December
2004, whereby any cash held by Datavance as at 31 December 2004 in excess of
€1.2 million (circa £0.8 million) will be payable to Anite Holding at
completion. In the event that following the 2004 calendar year audit of
Datavance, the unpaid tax liability and the employee profit share for the 2004
calendar year are less than €1.2 million (circa £0.8 million), then the
difference will be paid to Anite Holding within 65 business days from the date
of receipt by Datavance of the report prepared by the auditors on its financial
statements for the year ending 31 December 2004.

In the event that completion does not occur as a result of the resolution not
being passed by the shareholders at the EGM or as a result solely of an act or
omission of Anite or any member of the Group which results in certain conditions
precedent to the loan agreement between the purchaser and Banque Sanpaolo not
being satisfied, then Anite Holding has agreed to pay to the purchaser the
commitment fees for the provision of the loan to the purchaser which are payable
by the purchaser to Banque Sanpaolo. The Board estimates that the commitment
fees would be approximately €65,000 (circa £44,830).

                                    - Ends -

For further information, please contact:                     www.anite.com

Anite Group plc                                              01753 804000
Steve Rowley, Chief Executive
Christopher Humphrey, Group Finance Director

Arma Partners                                                020 7290 8100
Adam de Courcy Ling/John Meehan

Smithfield                                                   020 7360 4900
Reg Hoare/Sara Musgrave

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