Acquisition

Hansom Group PLC
28 November 2000


THE HANSOM GROUP PLC 
 
ACQUISITION OF FIRST PROPERTY ONLINE LIMITED 
CHANGE OF NAME 
INTERIM RESULTS 
and 
ADMISSION TO AIM
 
 
* The Hansom Group PLC announces that it has entered into a conditional
  contract for the acquisition of the entire issued share capital of First    
  Property Online Limited to be satisfied by the issue of 42,689,858 new 
  Ordinary Shares of Hansom.
 
* fprop is a web based business-to-business property transaction company
  established to facilitate the buying and selling of UK commercial property
  which began piloting its web site - www.fprop.com - in May of this year.
 
* It is the intention of the Directors that fprop will become one of the
  leading UK commercial property web site operators. To accelerate this
  process fprop has entered into conditional marketing agreements
  with six Chartered Surveying practices and commercial property companies,
  namely:
 
  - FPDSavills Commercial Limited
  - CLS Holding plc
  - Delancey Estates plc
  - Donaldsons
  - Fletcher King plc
  - Moorfield Group plc
 
* Under the conditional agreements, each has agreed to assist in supporting
  and promoting fprop's business in return for receiving an equity interest in
  Hansom's enlarged issued share capital. These in total amount to 17.6 per
  cent.
 
* Additional equity of at least 15 per cent. of the enlarged issued share
  capital will be made available to attract additional industry partners.
 
* Following completion, it is intended to change the name of the Company to
  First Property Online plc.
 
* The acquisition is categorised as a reverse takeover under the AIM rules
  and accordingly requires the approval of shareholders at the Extraordinary
  General Meeting to be held on 21 December, 2000. Subject to this approval,
  trading on AIM of the enlarged share capital is expected to commence on 22
  December, 2000.
 
Alasdair Locke, Non-Executive Chairman of Hansom, said 'I believe that the
acquisition of fprop will provide shareholders with the opportunity to
benefit from the very significant growth potential of its innovative platform
created to provide online business-to-business commercial property
transactions. Although fprop has only been trading for a few months, I
believe that it has a head start on its potential online competitors, and,
coupled with its tie ups with Savills and the other industry partners,
represents an excellent growth opportunity for Hansom shareholders.'
 
ENQUIRIES:
                                                                              
  The Hansom Group PLC            Alasdair Locke                020 7600 2288 
  First Property Online Limited   Ben Habib                     020 7828 2080 
  Tavistock Communications        Jeremy Carey / Peter          020 7600 2288 
                                  Willetts                                    
  Granville Baird                 Shaun Dobson                  020 7488 1212 
 
INTRODUCTION 
 
Hansom announces that it has entered into conditional agreements for the
acquisition of the entire issued share capital of First Property Online
Limited to be satisfied by the issue of 42,689,858 new Ordinary Shares.
 
fprop is a web based business-to-business property transaction company
established to facilitate the buying and selling of UK commercial property.
Following Completion, Ben Habib, one of fprop's co-founders, will be
appointed Chief Executive to the Company.
 
The Acquisition is categorised as a reverse takeover under the AIM Rules and
accordingly requires the approval of the Company's shareholders at the
Extraordinary General Meeting which has been convened for 21 December, 2000.
If the Proposals are implemented, trading on AIM of the Company's issued
share capital as enlarged by the Acquisition is expected to commence on 22
December, 2000, being the day after the Extraordinary General Meeting.
 
An AIM admission document has been published today which contains, inter
alia, full details of the Acquisition and a notice of meeting convening the
Extraordinary General Meeting.
 
BACKGROUND TO ACQUISITION 
 
Since the disposal of Datacab Limited on 14 July, 1999 the Company has
effectively been a cash shell. Since then, the Board has looked at a large
number of potential acquisitions to reverse into the Company.
 
At the annual general meeting of the Company held on 12 September, 2000 the
Chairman of Hansom reported that the Company would be in a position to make
an announcement in the not too distant future with regards to a major
acquisition. Today Hansom has entered into a conditional agreement to acquire
fprop, which the Board believes to be a business with significant growth
potential. Following Completion, fprop will be able to utilise Hansom's
current cash resources to fund the growth in its business for the benefit of
the Company's shareholders.
 
HISTORY OF fprop 
 
In late 1999, Ben Habib observed that whilst there were many web sites which
listed properties for sale in the UK, very few dealt with commercial property
and he identified none that used the Internet to help streamline the
transaction process, establish a commercial property's value and effect its
sale. As a result, Ben Habib and John Kottler founded fprop in February 2000.
 
fprop's web site (www.fprop.com) was launched on 29 May, 2000 and fprop
commenced trading through its web site on 10 July, 2000.
 
Ben Habib has considerable experience of the UK property market and since
1994 has managed the purchase, development and sale of over eighty
properties, with an aggregate value of some £70 million.
 
To date fprop has concentrated on developing its web site and its strategy
for growth. Since commencing trading it has sold two properties online, being
a former school in Egham, Surrey and a plot of freehold development land in
the West Midlands - both of these properties were owned by JKL. In addition,
a further two properties that had been for sale on fprop's web site were sold
via the third parties that introduced these properties to fprop. As at 27
November 2000, fprop's web site contained details of 8 commercial properties,
with an average guide price of £618,000.
 
Earlier this month fprop entered into conditional agreements ('Marketing
Agreements') with the following industry partners: FPDSavills, CLS, Delancey,
Donaldsons, Fletcher King and Moorfield ('Initial Partners'). The Marketing
Agreements come into effect upon Completion and the Directors and Proposed
Directors believe that such agreements will be instrumental in increasing the
profile and content of the fprop web site.
 
To date fprop's funding has been provided by JKL, Ben Habib and John Kottler.
 
fprop's BUSINESS
 
fprop's principal business is to offer an Internet based business-to-business
transaction service. This service is aimed at streamlining the traditional
methods of buying and selling commercial property in the UK whilst ensuring
that every property marketed on the fprop web site has the potential to
achieve market value.
 
fprop utilises the distribution capability and transparency of the Internet,
together with more conventional methods of marketing properties, to reach a
large potential market of buyers. Its online bidding process has been
developed by merging aspects of the conventional private treaty with those of
auction processes which it currently believes to be best suited for online
property sales. This process has also been designed to encourage both sellers
and buyers to act in a way that the Directors and Proposed Directors believe
reduces the risk of aborted deals.
 
The fprop web site displays a freely available detailed package of
conveyancing information on every property so that buyers do not incur
unnecessary preliminary costs and have a level of information required to
make a considered bid for a property.
 
The Directors and Proposed Directors intend to continue to develop the fprop
web site and bidding process based on market feedback and technological
advancements in order to continue to streamline and add liquidity to the
property transaction process.
 
Typically, the sales that fprop expects to transact will tend to be the less
complex commercial properties of up to £5 million in value. fprop is not
specifically targeting the more complex and typically larger commercial
properties which tend to require a higher level of personal interaction which
a web based system cannot always offer.
 
By operating a low cost transaction site targeting less complex commercial
property, the Directors and Proposed Directors believe the web site will be
complementary to the services of many agents, therefore enabling fprop to
work in partnership with such firms.
 
fprop's CHARGING STRUCTURE
 
Sellers of commercial property via fprop are currently charged a success fee
of 0.5 per cent. of the sale value of the property, currently capped at
£10,000 (plus VAT) and subject to a minimum fee of £2,000 (plus VAT). Buyers
are not charged any fees although a fee of of £75 is currently charged to
customers who request hard copy of detailed conveyancing information.
 
BENEFITS OF fprop's SYSTEM 
 
The Directors and Proposed Directors believe the following are currently the
key benefits to fprop's system:
 
a) To sellers 
 
Benefits to sellers are:
 
- The Internet has the ability to reach a much larger buying audience than
  would typically be achieved by standard property marketing methods.
- Properties can be introduced to the market in a very short time.
- Sellers have detailed knowledge of the demand for their property and can
  control their own sale via their personal 'propmonitors', which record the 
  number of 'hits' on a vendor's property information and log all of the bids
  received.
- Owing to the utilisation of good faith deposits the likelihood of bids
  being reneged is reduced.  However, even in this event, the bidding on the
  property would continue until another acceptable bid is received.
 
b) To buyers 
 
Benefits to buyers are:
 
- There is no cost associated with identifying a property of interest.
- The cost of undertaking due diligence on a property being bought through
  fprop (excluding solicitors' fees) is potentially nil. For example, buyers
  do not need to incur costs associated with procuring a local search, replies
  to enquiries and other property information, including negotiating a
  contract.
- fprop's bidding process allows potential buyers a reasonable period in
  which to consider their positions and procure any necessary approvals and
  bid.
- The chances of gazumping are low given that potential bidders are given
  adequate time during which to bid.
 
fprop's STRATEGY 
  
i)  Commercial property sales 
 
a)  Agreements with industry partners 

fprop aims to become one of the leading UK commercial property web site
operators. It intends to achieve this aim primarily as a result of its
property transaction service and also by entering into agreements with
chartered surveyors and property owners to aid the promotion of fprop's
services and thereby increase its market penetration and growth potential.
 
The Directors and Proposed Directors believe that fprop's prospects are
enhanced by operating a platform on the Internet in which these industry
partners own an equity stake, thereby incentivising such firms to market
their or their clients' properties via fprop and generally assist in and
develop the business.
 
As referred to above, fprop has already entered into conditional agreements
with six Initial Partners who have agreed to assist in supporting and
promoting fprop's business. Subject to Admission, the Initial Partners will
hold approximately 17.6 per cent. of the Company's enlarged issued share
capital.
 
Under the terms of the Marketing Agreements, each of which is conditional
upon Admission, the Initial Partners have agreed to:
 
 
- use, or recommend their clients use, fprop's web site where it is in their
  or their clients' best interest so to do; 
- advertise properties on fprop's listing service when it becomes available
  where it is in their or their clients' best interests so to do; and 
- assist in promoting and supporting fprop's business. 

The precise terms of each of the Marketing Agreements differ.
 
In consideration of the Initial Partners entering into the Marketing
Agreements each will receive, conditional on and with effect immediately
before Admission, an equity stake in fprop at par value. This will result in
the Initial Partners holding, in aggregate, 35 per cent. of the issued share
capital of fprop immediately before Admission.
 
The Initial Partners have also entered into the Initial Partner Acquisition
Agreements pursuant to which, conditional on Admission, the Company will
acquire the ordinary shares in fprop held by the Initial Partners in
consideration for the issue of new Ordinary Shares to them. Pursuant to the
Initial Partner Acquisition Agreements, the Initial Partners have agreed not
to dispose of any new Ordinary Shares (save in certain circumstances) for a
period of two years from Admission.
 
The Directors and Proposed Directors believe that fprop will enhance its
prospects by entering into marketing agreements with other industry partners.
It is with this aim in mind that the Company is seeking shareholders'
approval at the Extraordinary General Meeting for the disapplication of
pre-emption rights for up to 16,995,943 new Ordinary Shares, representing 20
per cent. of the issued share capital of the Company as enlarged by the
Acquisition. It is intended that at least 12,746,957 new Ordinary Shares,
being 15 per cent. of the issued share capital of the Company as enlarged by
the Acquisition, be issued to other industry partners. fprop has undertaken
with FPDSavills to use reasonable endeavours to procure that such 15 per
cent. of the enlarged issued share capital is issued to other surveying
practices and/or property agents. fprop has also undertaken to obtain
FPDSavills' consent prior to any such issue of new Ordinary Shares. These
undertakings will lapse after the next annual general meeting of the Company
which is expected to be held by the end of September 2001.
 
After the Company's annual general meeting in 2001, if the authority under
the disapplication of pre-emption rights has been utilised, the Company will
consider other incentivising structures for additional industry partners. The
precise mechanisms of such structures have not yet been finalised.
 
 
b)  Commercial property listings 

The Directors and Proposed Directors also believe that fprop's business would
benefit from expanding its services to include the listing of commercial
properties on behalf of the Initial Partners and other agents on the fprop
web site. By having both a sales and a listing service available on the web
site, the Directors and Proposed Directors expect that a number of benefits
will accrue to fprop, as well as to the Initial Partners and fprop's
customers. Such benefits include:
 
* enabling fprop to quickly achieve a critical mass of content on its web site
  in order to increase the number of hits on the web site;
* the ability to list commercial properties which may not be suited to fprop's
  transaction service, for example the more complex and larger properties;
* providing visitors to the web site with a broader cross section of   
  commercial properties to review;
* allowing the Initial Partners and any future partners to promote their  
  business, services and brand name on the fprop web site;
* allowing the Initial Partners and any future partners to market their
  properties via the fprop web site; and
* the potential for fprop to generate ancillary revenues from listing agents'
  properties and also advertising services on behalf of third parties  
  (including those of the Initial Partners and any future partners) which
  may include other chartered surveying practices, insurance companies,
  surveyors, conveyancing lawyers, property management services and banks.
 
ii)  Other future opportunities 
 
The Directors and Proposed Directors are aware that the fprop web site could
also be utilised to offer further shared services to the property industry.
Whilst the facilitation of the sale of commercial property is currently
expected to be fprop's principal source of revenue, the Directors and
Proposed Directors will consider other property related opportunities that
may arise as fprop develops.
 
MARKETING 
 
Given that fprop has, hitherto, been concentrating on the development of its
web site and strategy, it has, so far, undertaken low key marketing of its
web site capabilities.
 
However, in the light of the Marketing Agreements that fprop has entered into
and the Company's cash balances that will be available to the Enlarged Group
after Admission, fprop intends to initiate higher levels of marketing than it
has previously been able to.
 
Before fprop's brand is established and its partnership strategies fully
implemented it will be necessary for fprop to continue to use conventional
means of advertising properties in addition to its web site for its sales
instructions. This will typically take the form of advertising in selected
journals and regional newspapers, mail shots to prospective buyers and
property sales boards. These marketing channels will also assist in
establishing fprop's brand name.
 
COMPETITION 
 
The Directors and Proposed Directors believe that fprop currently has a head
start on its potential online competitors in the UK. There are currently a
number of commercial property web sites marketing a number of properties but,
as far as the Directors and Proposed Directors are aware, none of these offer
a facility to trade property online. The Directors and Proposed Directors are
therefore not aware of any online competitors.
 
Jones Lang LaSalle recently announced, in association with DTZ, CB Richard
Ellis and Reed (collectively, 'Project Pathway') a Pan-European information
service on the Internet which may, in due course, be converted into an online
transaction service. Goldman Sachs has also announced its intention to launch
an online property transaction service of some sort in the USA. However, few
details of either systems are publicly available at present.
 
The Directors and Proposed Directors do not believe that fprop is in direct
competition with existing agency practices. fprop's transaction service,
operated in partnership with agents, complements the services these agents
can provide their clients and should therefore enhance their own businesses.
They further believe that fprop's aim to streamline the property transaction
process is in the best interests of the clients of existing agency practices.
 
FINANCIAL INFORMATION ON fprop 
 
These figures do not represent the full impact of fprop's running costs over
the four months ended 30 September, 2000. Various other charges incurred by
fprop, which have been paid by JKL, amount to approximately £175,000 over the
4 month period to 30 September, 2000.
 

                                                                         
                                                          4 months ended 
                                                      30 September, 2000 
                                                                     (£) 
       Turnover                                                    15,215
       Cost of sales                                              (2,698)
                                                               ----------
       Gross profit                                                12,517
       Administrative expenses                                  (300,429)
                                                              -----------
       Operating loss                                           (287,912)
       Net interest receivable                                        360
                                                             ------------
       Loss on ordinary activities before taxation              (287,552)
       Tax on loss on ordinary activities                               -
                                                              -----------
       Loss for the financial period                            (287,552)
                                                              -----------
 
Since 1 October, 2000 fprop has borne all of its own costs. Under the terms
of the Acquisition Agreement, if fprop's net liabilities as at the date of
Completion are more than £200,000 then Ben Habib and John Kottler will pay to
Hansom the amount by which fprop's net liabilities exceed £200,000.
 
DIRECTORS AND EMPLOYEES
 
Adrian Palmer and John Warwick will resign at the Extraordinary General
Meeting to pursue other business interests. The Board would like to take this
opportunity to thank them both for their service to the Company. On
Completion, Ben Habib and Jeremy Phillips will be invited to join the Board
as Chief Executive and Finance Director respectively.
 
It is also the Company's intention to appoint two further Non-Executive
Directors in the near future, with the intention that one has experience in
the property sector.
 
fprop currently has six employees and, in addition, a marketing manager will
join fprop following Completion.
 
Set out below are curriculum vitae for the Board following Completion:-
 
Alasdair Locke, Non-Executive Chairman, aged 47. He has been Non-Executive
Chairman of Hansom since July 2000, and is also executive chairman of the
Abbot Group plc, a company listed on the London Stock Exchange with wide
ranging interests in the oil services industry. He will remain Non-Executive
Chairman following Completion.
 
Ben Habib, Chief Executive, aged 35. After graduating from Cambridge
University in 1987 he joined Shearson Lehman Hutton as a business analyst in
corporate finance. In 1989 he joined PWS Holdings plc ('PWS'), a quoted
reinsurance broker based in the City, as its finance director.
 
After five years at PWS, he left to become managing director of JKL, a
private property development and investment company. During his time at JKL
he managed the development and sale of over eighty properties with an
aggregate value of some £70 million. It was this experience that gave rise to
the concept of fprop.
 
Jeremy Phillips, Finance Director, aged 29. After graduating from Cambridge
University in 1993, he worked for Andersen Consulting for four years where he
gained experience in management accounting and corporate finance.
 
He then joined The Boots Company plc in 1998 where he initially worked on
extending the Boots brand before being selected as a founder member of Boots
Internet Ventures. His work in this department included the recently
announced joint venture with Granada Media to form a broadband Internet,
health, beauty and well-being portal. He resigned in November 2000 in order
to join fprop.
 
Further details on Ben Habib and Jeremy Philips are set out in Appendix 2 to
this announcement.
 
TERMS OF THE ACQUISITION   
 
Under the terms of the Acquisition Agreement and the Initial Partner
Acquisition Agreements, the Company has agreed to acquire the whole of the
ordinary share capital of fprop from the Vendors and the Initial Partners by
the issue of 42,689,858 new Ordinary Shares. Ben Habib and John Kottler have
given the Company certain warranties in relation to fprop's business. The New
Ordinary Shares will rank for all dividends and other distributions declared,
made or paid after Completion and will otherwise rank pari passu in all
respects with the existing Ordinary Shares. The New Ordinary Shares will
represent 50.2 per cent. of the enlarged issued ordinary share capital of the
Company following Admission.
 
RESTRICTION ON SHARE SALES
 
As fprop has not been earning revenue for at least two years, under the AIM
Rules, the Directors and Proposed Directors are not permitted to dispose of
any part of their beneficial shareholdings for a period of one year from the
date of Admission, save in certain circumstances specified in the AIM Rules.
Accordingly therefore, Alasdair Locke has agreed not to dispose of his
beneficial shareholding in the Company for one year from Admission and John
Kottler has agreed to the same period of restriction. In addition, Ben Habib
and the Initial Partners have all agreed not to dispose of their beneficial
shareholdings for a period of two years from Admission. Finally, Lord Pearson
and associated trusts, also being Vendors, have agreed to a one year
restriction on the disposal of their shareholdings in the Company. Each of
these share sale restrictions have exemptions in certain circumstances and
Lord Pearson and associated trusts can dispose of Ordinary Shares at any time
from Admission if they are bid for their Ordinary Shares by the Company's
nominated broker to satisfy investor demand.
 
Therefore, a total of 20,277,364 Ordinary Shares (being 23.9 per cent. of the
enlarged issued share capital) will be covered by sales restrictions for a
period of one year from Admission and 27,428,234 Ordinary Shares (being 32.3
per cent. of the enlarged issued share capital) will be covered by sales
restrictions for a period of two years from Admission.
 
FINANCIAL INFORMATION ON HANSOM 
 
The Company has announced today its unaudited interim results for the six
months ended 30 September, 2000. Owing to the Company being a cash shell
throughout the period, turnover for the period was nil (1999: £1,625,000) and
the loss after tax was £121,000 (1999: loss of £385,000 (restated)). As at 30
September, 2000, the Company had net assets of £3,658,000 (31 March, 2000:
£3,668,000) and cash at bank and in hand of £3,387,000 (31 March, 2000:
£2,773,000).
 
THE CITY CODE
 
Following Completion, the Enlarged Concert Group will hold approximately 50.2
per cent. of the enlarged ordinary share capital of the Company. The Enlarged
Concert Group is made up of two sub concert groups one of which comprises Mr.
B. N. Habib, Mr. J. C. Kottler and Lord Pearson of Rannoch and associated
trusts ('the fprop Concert Group') and the other concert group comprises the
Initial Partners ('the Initial Partners Concert Group'). The relevant
shareholdings of the fprop Concert Group, the Initial Partners Concert Group
and the Enlarged Concert Group following Completion will be as follows:
 

                                                                              
                                       New Ordinary         Percentage holding
                                             Shares       following Completion
                                                                           (%)
  (i)     The fprop Concert Group                                             
          Mr. B. N. Habib                12,486,783                      14.69
          Mr. J. C. Kottler              12,486,783                      14.69
          Lord Pearson of Rannoch         2,774,841                       3.27
          and associated trusts                                               
                                      -------------                   --------
          Total                          27,748,407                      32.65
  
  (ii)    The Initial Partners                                                
          Concert Group                                                       
          FPDSavills                      6,403,481                       7.54
          CLS                             1,707,594                       2.01
          Delancey                        1,707,594                       2.01
          Donaldsons                      1,707,594                       2.01
          Fletcher King                   1,707,594                       2.01
          Moorfield                       1,707,594                       2.01
                                      -------------                   --------
          Total                          14,941,451                      17.59
  
  (iii)   The Enlarged Concert           42,689,858                      50.24
          Group                                                               
 
Following Completion, the Enlarged Concert Group will, provided that it
continues to hold 50 per cent. or more of the Company's enlarged issued
ordinary share capital, be entitled to increase its aggregate holding of
Ordinary Shares without limit, and without incurring an obligation under Rule
9 of the City Code to make a general offer to shareholders of the Company.
However, as the fprop Concert Group will, after Completion, hold between 30
per cent. and 50 per cent. it will not be permitted to increase its holding
of Ordinary Shares without incurring an obligation under Rule 9 of the City
Code.
 
Whilst the Enlarged Concert Group continues to hold more than 50 per cent. of
the Company's enlarged issued ordinary share capital, individual members of
the Initial Partners Concert Group may increase their shareholdings to 29.9
per cent. of the Company's enlarged issued ordinary share capital without
incurring a Rule 9 obligation. Notwithstanding this however, acquisitions of
voting rights in the Company which take the Initial Partners Concert Group to
30 per cent. or more may give rise to a Rule 9 obligation.
 
No individual member of either the fprop Concert Group or the Initial
Partners Concert Group may increase their own individual shareholding to more
than 30 per cent. of the Company's enlarged issued share capital without
incurring an obligation under Rule 9.
 
The Panel has agreed, subject to shareholders' approval, to waive the
obligation under Rule 9 of the City Code, which would otherwise require the
fprop Concert Group and the Enlarged Concert Group to make a general offer
for the issued share capital of the Company as a result of acquiring the New
Ordinary Shares on Completion. The Acquisition is conditional, inter alia,
upon shareholders approving this waiver.
 
CHANGE OF NAME 
 
To reflect the fact that the Company's business after Completion will be
fprop's business, a special resolution is being proposed at the Extraordinary
General Meeting to change the name of the Company to First Property Online
plc.
 
PROPOSED SHARE OPTION SCHEME 
 
Subject to receiving shareholders' approval at the Extraordinary General
Meeting and Admission, the Company intends to adopt the First Property 2000
Unapproved Discretionary Share Option Scheme. This will enable the Company to
motivate and retain the Enlarged Group's key personnel by means of the grant
of unapproved share options and, as long as the Company satisfies all
statutory requirements, the grant of tax favoured enterprise management
incentive options.
 
CHANGE OF NOMINATED ADVISER AND NOMINATED BROKER 
 
English Trust Company Limited and Rathbone Neilson Cobbold Limited have
resigned as the Company's nominated adviser and nominated broker respectively
with immediate effect. In their place the Company has appointed Granville
Baird as its sole nominated adviser and nominated broker.
 
IRREVOCABLE UNDERTAKINGS 
 
Shareholders holding 9,170,740 Ordinary Shares representing 21.69 per cent.
of the existing Ordinary Shares entitled to vote at the Extraordinary General
Meeting have irrevocably undertaken to vote in favour of the resolutions to
be proposed at the Extraordinary General Meeting.
 
ENQUIRIES:
                                                                              
  The Hansom Group PLC            Alasdair Locke                020 7600 2288 
  First Property Online Limited   Ben Habib                     020 7828 2080 
  Tavistock Communications        Jeremy Carey / Peter          020 7600 2288 
                                  Willetts                                    
  Granville Baird                 Shaun Dobson                  020 7488 1212 
 
Note: A copy of the AIM admission document detailing the Proposals is
available at the offices of Granville Baird, Mint House, 77 Mansell Street,
London E1 8AF.
 
 
APPENDIX 1 
 
Definitions 
 
The following definitions apply throughout this announcement unless the
context otherwise requires:
 
'Acquisition'               the proposed acquisition of the whole of the  
                            issued share capital of First Property Online
                            Limited
'Acquisition Agreement'     the agreement dated 28 November, 2000 between the
                            Company and Mr. B. N. Habib, Mr. J. C. Kottler and
                            Lord Pearson of Rannoch and associated Trusts
'Admission'                 admission of the entire issued ordinary share
                            capital of the Company including the existing    
                            Ordinary Shares and the New Ordinary Shares to
                            trading on AIM
'AIM'                       the Alternative Investment Market of the London 
                            Stock Exchange
'AIM Rules'                 the rules of the London Stock Exchange concerning
                            the operation of AIM
'Board' or 'the Directors'  Mr. A. J. D. Locke, Mr. J. A. Warwick and Mr.
                            A. M. Palmer
'City Code'                 the City Code on Takeovers and Mergers
'CLS'                       CLS Holdings plc or its subsidiary CLS Capital
                            Partners KB
'Completion'                completion of the Acquisition, which is expected
                            to take place on 21 December, 2000 (being the date
                            of the Extraordinary General Meeting), subject
                            only to Admission
'Delancey'                  Delancey Estates PLC
'Enlarged Concert Group'    Mr. B. N. Habib, Mr. J. C. Kottler, Lord Pearson
                            of Rannoch and associated Trusts and the Initial
                            Partners
'Enlarged Group'            the Company and its subsidiary undertakings
                            following Completion
'Extraordinary
General Meeting'            the Extraordinary General Meeting of Hansom being
                            convened for 10.00 a.m. on 21 December, 2000
'Fletcher King'             Fletcher King Services Limited
'FPDSavills'                FPDSavills Commercial Limited
'fprop'                     First Property Online Limited
'Granville Baird'           Granville Baird Limited, which is regulated by The
                            Securities and Futures Authority Limited and is a
                            member of the London Stock Exchange, the Company's
                            nominated adviser and nominated broker
'Hansom' or 'the Company'   The Hansom Group PLC
'Initial Partners'          the six property related companies which have
                            entered into conditional subscription agreements
                            with fprop
'Initial Partner
Acquisition Agreements'     the agreements dated 28 November, 2000 between
                            each of the Initial Partners and the Company
'JKL'                       J.K.L. Property Limited
'London Stock Exchange'     London Stock Exchange plc
'Marketing Agreements'      letter agreements entered into by each of the
                            Initial Partners and fprop
'Moorfield'                 Moorfield Group PLC
'New Ordinary Shares'       the 42,689,858 new Ordinary Shares proposed to be
                            issued as consideration for the Acquisition
'Ordinary Shares'           ordinary shares of 1p each in the Company
'Panel'                     The Panel on Takeovers and Mergers
'Proposals'                 the proposals set out in this document which
                            require the approval of shareholders at the
                            Extraordinary General Meeting including, inter
                            alia, the Acquisition, the increase in the
                            Company's share capital and the change of the
                            Company's name
'Proposed Directors'        Mr. B. N. Habib and Mr. J. C. Phillips
'Vendors'                   Mr. B. N. Habib, Mr. J. C. Kottler, Lord Pearson
                            of Rannoch and associated trusts and the Initial
                            Partners
 
 
APPENDIX 2 
 
Additional information on the Proposed Directors required pursuant to AIM
Rule 16.8(e)
 
                                                                              
  Mr. B. N. Habib                                                             
  Current Directorships       Directorships held within the last five years   
  J. K. L. Property Limited   Jadehouse Limited                               
  Thaddeus Limited            40 Winchester Street Limited                    
  E&S Estates Limited         Photo-vend UK PLC                               
  Ripley (1999) Limited       Neighbourhood Centres (UK) plc                  
                              Neighbourhood Centres (2) Limited               
                              Neighbourhood Centres Investments Limited       
                              Nyegrove Limited                                
                              Kottler Investments & Developments Limited      
                              Angus Chisholm Limited                          
                              Takhar Mews Management Company Limited          
                              The Cloisters (Oxford) Management Company       
                              Limited                                         
                              The Priorslee Farm Mews Company Limited         
  Mr. J. C. Phillips                                                          
  Current Directorships       Directorships held within the last five years   
  Gifts UK Limited            None                                            
     
Neither Mr. B. N. Habib nor Mr. J. C. Phillips have:
 
(i)   been a partner in any partnership in the previous five years;
 
(ii)  any unspent convictions relating to indictable offences;
 
(iii) at any time been adjudged bankrupt or been a party to any form of
      individual voluntary arrangement;
 
(iv)  been a director of a company which has been placed in receivership,
      compulsory liquidation, creditors' voluntary liquidation or
      administration or entered into any company voluntary arrangement or any
      composition or arrangement with its creditors generally or any class of
      creditors whilst he was a director of that company or within twelve
      months after he ceased to be a director of that company;
 
(v)   been a partner in a partnership which has been placed into
      administration, compulsory liquidation or entered into any partnership
      voluntary arrangement whilst he was a partner at the time or within the
      previous twelve months of such event;
 
(vi)  been a director of any company or a partner of any partnership, any
      asset of which has been placed in receivership whilst he was a partner
      or director at the time or within the previous twelve months of such
      event; or
 
(vii) been publicly criticised by any statutory or regulatory authority or
      disqualified from acting as a director of a company or from acting in
      the management of the affairs of any company.