Board Changes & Equity Issue

Numis Corporation PLC
29 April 2003





                           Numis Corporation Plc
                   Board changes, £5.7 million equity issue,
                    and adoption of Long Term Incentive Plan


Numis Corporation Plc ('Numis' or 'the Company') is delighted to announce today
the appointment of Michael Spencer as chairman of the Company.  Geoffrey Vero
also joins the Board as a non-executive director.  David Craig and Paul Gaunt
are leaving the Board to pursue other interests and the Board would like to
thank both of them for their significant contributions to the growth and
development of the Group in recent years.


The Company also announces that it is proposing to raise approximately £5.7
million, before expenses, by an equity issue ('the Subscription') to
Intercapital Private Group Limited ('IPGL') of 1.828 million new ordinary shares
at 315p per share. The Subscription will give IPGL an interest of approximately
9.99% in the Company, as enlarged by the Subscription and the proposed issue of
initial shares under the Long Term Incentive Plan, referred to below.


Board Changes


Michael Spencer is chairman of IPGL which he founded in 1986 and which is making
the Subscription.  IPGL has holdings in financial services and technology
companies including a 25.6% shareholding in Icap plc ('Icap').


Michael Spencer has been Group Chief Executive of Icap since 1999, having
previously been the founder and chief executive of Intercapital Limited, which
merged with Exco plc in 1998 to become Intercapital plc. Icap is the world's
largest inter-dealer broker and currently has a market capitalisation of
approximately £986 million.


Commenting on his appointment, Michael Spencer said: 'I am extremely pleased to
be invited to become chairman of Numis, which I believe has the potential to
become a real force in corporate broking and investment banking. I am already
impressed by the energy and intellectual firepower of the team here and I am
looking forward to helping them move the business forward.'


Geoffrey Vero is a chartered accountant with  a long and distinguished career in
the private equity industry. He was an Investment Director of ABN Amro Private
Equity (previously Causeway Capital) from 1987 until 2002 and before that was an
Investment Director at Lazard Development Capital. He has also held senior
positions at  Savills and  Diners Club.


The Company welcomes the arrival of both Michael Spencer and Geoffrey Vero to
the Board and the considerable experience and contacts that they will bring to
the business.  Further details on Michael Spencer and Geoffrey Vero, in
accordance with the rules of the Alternative Investment Market of the London
Stock Exchange, are set out at the end of this announcement.


David Craig and Paul Gaunt are leaving the Board to pursue other interests and
the Board would like to thank both of them for their significant contributions
to the growth and development of the Group in recent years.



The Subscription


The purpose of the Subscription is to develop the Group's business and to enable
the Group to take advantage of investment and business  opportunities as and
when they arise.  The new ordinary shares to be issued pursuant to the
Subscription will rank pari passu in all respects with all the Company's
ordinary shares currently in issue.


The Subscription is subject, inter alia, to certain approvals by the Company's
shareholders at an extraordinary general meeting of the Company to be convened
shortly.


IPGL is a private company incorporated in England.  It has holdings in financial
services and technology companies.  For the year ended 31 March 2002, IPGL made
a consolidated profit before tax of £20.7m and as at 31 March 2002 the company
had consolidated net assets of £55.7 million.  The chairman of IPGL is Michael
Spencer who, together with his wife, owns approximately 41.6 per cent of IPGL's
issued share capital.  Michael Spencer is deemed under the Companies Act 1985 to
be interested in the entire issued share capital of IPGL.


Long term incentive plan


The Board is also proposing the adoption of a Long Term Incentive Plan ('LTIP').
The success of the Group is dependent upon the efforts of its employees and,
although most employees are currently shareholders, the Group is proposing the
establishment of the LTIP to provide further incentivisation to staff and to
encourage greater and wider share ownership amongst them.  The LTIP may also
serve as a valuable tool in the recruitment of new teams and individuals.


Under the LTIP, employees may be invited to subscribe for new ordinary shares or
to purchase existing ordinary shares in the Company on terms the effect of which
is that, for each new ordinary share subscribed or purchased, employees will
receive, at no further cost to them, one further share (each a 'matching 
share').  Subject to certain limited exceptions employees must remain in 
employment with the Group for a period of 5 years to achieve the matching 
benefit.


Subject to the passing of the requisite resolutions at an extraordinary general
meeting ('EGM') of the Company to be convened shortly, it is proposed that up to
424,338 new ordinary shares be subscribed by certain employees and directors of
the Group under the LTIP after the EGM at the Subscription price. This will be
matched by an issue of new ordinary shares at the Subscription price pursuant to
the terms of the LTIP. The cost of providing matching share benefits under the
LTIP will be borne by the Group.


Initially, the maximum number of ordinary shares which may be the subject of
awards under the LTIP (including the matching shares) will be 938,105 ordinary
shares (representing approximately 5 per cent of the enlarged ordinary share
capital after the Subscription).   The number of ordinary shares which may be
subject to awards under the LTIP will be limited, so that in any period of ten
consecutive years the number of ordinary shares issued or transferred, or liable
to be issued or transferred, to participants under the LTIP (excluding ordinary
shares acquired by participants at their then market value) when aggregated with
the number of ordinary shares issued or transferred, or liable to be issued or
transferred, pursuant to options, awards or other rights granted pursuant to any
other employee share scheme established by the Company or to which the Company
is a party may not exceed 20 per cent of the Company's issued share capital from
time to time.


Aim Admission


The new ordinary shares to be issued under the Subscription and those to be
initially issued under the LTIP will rank pari passu in all respects with the
existing issued ordinary share capital of the Company. Application will be made
for admission of the new ordinary shares to be issued pursuant to the
Subscription and the LTIP to trading on the Alternative Investment Market of the
London Stock Exchange plc and it is expected that dealings will commence in the
new shares on or about Thursday 19 June 2003.


Extraordinary General Meeting


Further details of the Board changes, the Subscription and the LTIP are
contained in a circular to be despatched to shareholders shortly.  The circular
will also contain notice of an extraordinary general meeting at which
shareholders' approval will be sought for the Subscription, an increase in the
Company's authorised share capital and related authorities under Sections 80 and
89 of the Companies Act 1985 and for the adoption of the LTIP.


Change of Nominated Adviser


The Company announces the appointment, with effect from today, of
PricewaterhouseCoopers Corporate Finance as its nominated adviser.



Enquiries:


Numis Corporation Plc

Oliver Hemsley               020 7776 1500



Gavin Anderson & Company     020 7554 1400

Neil Bennett
Laura Hickman




Undernote

The following details are required under Schedule 2 of the Rules of the
Alternative Investment Market of the London Stock Exchange plc:



The directorships held by Michael Alan Spencer, aged 47, over the five years
preceding the date of appointment are as follows:



Current directorships:



Voltapalm Limited

European Derivatives Clearing House Limited

The Weekend City Press Review Limited

Intercapital Bonds Limited

Intercapital Private Group Limited

Intercapital Derivatives Services Limited

City Index Market Makers Limited

City Index Limited

European Derivatives Clearing Company Limited

Intercapital Debt Trading Limited

BetDirect Limited

Betonline Limited

Bondweb Limited

Securityweb Limited

Equityweb Limited

International Derivatives Clearing House Limited

Intercapital Brokerage Services Limited

Garban-Intercapital Metals Limited

City Index (Holdings) Limited

Intercapital PLC

Intercapital Europe Limited

Garban-Intercapital Management Services Limited



Icap PLC

Garban Securities Limited

TFS-Icap Limited

Blue Square Holdings PLC

Moving Image Restaurants PLC

Mirror Image Restaurants PLC

Sheffield Haworth Limited

Garban LLC

TFS-Icap Currency Options Limited

TFS-Icap Holdings Limited

Consolidated Asset Management PLC

Exco International Holdings Inc

Exco International Inc

First Brokers Securities, Inc

Garban Harlow LLC

Garban Intercapital North America Inc

GOVEX LLC

ICAP New Jersey (No2) LLC

Intercapital America Inc

Intercapital Brokers (Australia) Limited

Intercapital Commodity Derivatives Inc

Intercapital Commodity Swaps PTE Ltd

Intercapital Fixed Income (Australia) Pty Ltd

Intercapital Government Securities Inc

Intercapital Group Services Inc

Intercapital International Inc

Intercapital Securities Inc

Intercapital Brokers (Asia) Ltd

Intercapital Derivatives Services Limited

Intercapital Emerging Markets (Asia) Ltd

Intercapital Group (Hong Kong) Ltd

Intercapital USA Inc



Former directorships held during last five years:



AFA Dart Limited

Intercapital Securities Limited

Intercapital Aviation Limited

On:Line Finance Holdings Limited

Intercapital Commodity Swaps Limited

Valerie Chitty Services Limited

Alpha Brokers (Metals) Holdings Limited

T & M Securities Limited

Intercapital Brokers Limited

Stanbourne Limited

Direct Financial Services LLC

Garban Intercapital Holdings (USA) Inc

ICAP Futures (Australia) Pty Ltd

Intercapital Currency Options Limited

Intercapital Group (Australia) Pty Limited

Blue Square Interactive Development Ltd

Blue Square Limited

Delta Clearing Corp







The directorships held by Geoffrey Osborne Vero, aged 56, over the five years
preceding the date of appointment are as follows:



Current directorships:



Govern Finance Limited

Westcane Limited (Non-Executive)

Medihealth Ltd (Non-Executive)

Mill Hill School Foundation Limited (Non-Executive Governor)

Mill Hill School Enterprises Ltd (Co Ltd by Guarantee) (Council Member)

ABN AMRO Quoted Investments (UK) Limited

Modular Stock Limited (Non-Executive)



Former directorships held during the last five years:

Lyric Hotels Limited (Non-Executive)

Peaston & Company Limited (Non-Executive)

Peaston & Company (Dundee) Limited (Non-Executive)

Peaston & Company (Plymouth) Limited (Non-Executive)

Parker Hirst Limited (Non-Executive)

Parker Hirst Group Limited (Non-Executive)

Beaumont Industries Limited (Non-Executive)

European Automotive Components Ltd (Non-Executive)

Optoplast plc (Non-Executive)

Kennford Properties Limited (Non-Executive) (Members voluntary liquidation)

ABN AMRO Private Equity (UK) Limited (formerly ABN Amro Causeway Ltd)

CAL Group Limited (Non-Executive)

Old Cal Limited (Non-Executive)

CAL Group Services Limited (Non-Executive)

Chamberlain Plastics Limited (Non-Executive)



There are no other matters which are required to be announced as required under
paragraph (f) of Schedule 2 of the AIM Rules


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