Pref. Share Offer-Replacement

Debt Free Direct Group PLC
16 February 2004

The following replaces the Preference Shares Offer announcement released 16 Feb
04 at 07:00 under RNS number 4299V.

The impact of this is to increase the acceptance percentage and change dependent
numbers in consequence.

All other details remain unchanged, and the full amended text appears below.





                          DEBT FREE DIRECT GROUP PLC:
                     OFFER FOR PREFERENCE SHARES/LOAN NOTES


Further to the announcement made earlier today, there has been a clarification
with regard to further acceptances received.  Consequently the statement has
been amended as follows.


On 22 December Debt Free Direct Group plc ('the Company') announced that it had
made an offer ('the Offer') to acquire all of the preference shares and loan
notes issued by its subsidiary Debt Free Direct Limited ('Debt Free Direct').
This Offer was subject to a number of conditions all of which have now been
satisfied.


Outcome of the Offer


The Directors are pleased to announce that acceptances of the Offer were
received in respect of 96.5% by value of the total preference shares and loan
notes (£2,823,464).



The amount payable by the company in February 2004 in cash in respect of the
acquisition of  preference shares and loan notes is £1,359,985.   The remaining
preference shares (totalling £103,283) fall due for redemption as follows:


                                 £

2005                            34,821
2006                            53,402
2007                            15,060

                               103,283



Consequently the total cash payable by the Company in respect of the Offer and
the future acquisition or redemption of the remaining preference shares will be
£1,463,268 .


The total amount which would have been payable had the Offer been accepted in
full for cash would have been £2,051,434.  The maximum amount which would have
been payable upon due redemption of the loan notes and preference shares had the
Offer not have been accepted would have been £2,926,747.


Pursuant to the Offer 2,032,520 Ordinary Shares will be issued at a price of 60p
per Ordinary Share (the price at which Ordinary Shares were issued as part of
the recent placing).   These shares are subject to 'lock-in' arrangements for a
two year period.




Enquiries:

Paul Latham
Debt Free Direct Group plc [phone]


David Youngman
WH Ireland Group plc (0161 832 2174)


                      This information is provided by RNS
            The company news service from the London Stock Exchange