Share Dealing

Proposed Withdrawal from PLUS 
2 June 2011 
GB0009606764 
 
ANS GROUP PLC 
("ANS Group" or the "Company") 
Proposed Withdrawal from PLUS

The  Directors  of  the Company have concluded that the costs of maintaining a listing on  the  PLUS-quoted Market  are no longer matched by the benefits to the Company and that maintaining the listing is no  longer in  the  best interests of the Company and its shareholders. Accordingly, the Directors are proposing  that the  Company  should  be withdrawn from the PLUS-quoted Market with effect from the close  of  business  on Thursday, 16 June 2011.
 
The  Directors  are conscious that, if the withdrawal goes ahead, it may be difficult for  shareholders  to trade  in  the Company's shares and some shareholders may not wish to hold shares in an un-listed  company. Therefore, if the withdrawal goes ahead, the Company intends to make a tender offer to acquire shares  from any  such  shareholders and, pending implementation of the tender offer, the Directors will  try  to  match sellers with buyers.
 
Following  withdrawal,  the Company intends to put in place new incentive arrangements  for  Directors  and senior  employees  which, whilst appropriate for an un-listed company, may result in material  dilution  to other shareholders.
 
Implementation  of  the  tender  offer will require, amongst other things,  agreement  from  the  Panel  on Takeovers and Mergers to a waiver of the obligation on Scott Fletcher and Lowry Trading Limited to  make  a general  offer under Rule 9 of the City Code that would otherwise arise as a result of the tender offer.  A circular  seeking shareholder approval for, amongst other things, this waiver, is expected to be posted  to shareholders as soon as possible after the Company is withdrawn from the PLUS-quoted Market.
 
Under the PLUS rules, ANS Group is required to give shareholders a period of 10 business days to object  to the  intended  withdrawal  of  its securities from the PLUS market. Any shareholder  wishing  to  raise  an objection should contact PLUS in confidence by Thursday, 16 June 2011.
 
The Directors of ANS Group Plc are responsible for the contents of this announcement.