ANS Group Plc

May 19, 2010 02:00 ET

Notice of General Meeting

                                                                                                    19 May 2010
                                                 ANS GROUP PLC
                                                (PLUS: ANS.PL)
                                        ("ANS Group" or the "Company")
                                           Notice of General Meeting

ANS  Group, the Manchester based technology infrastructure specialist, announces that it has posted a  circular
to  shareholders in the Company convening a General Meeting of the Company to be held at  10.00 a.m. on 15 June

The  General  Meeting is being convened to enable shareholders in the Company to consider and, if thought  fit,

  (i)     approve the proposed sale of certain of the Company's shares in Conduco plc ("Conduco") to certain
          directors of the Company;
  (ii)    ratify a number of other related party transactions that the Company has undertaken over the last two
          years; and
  (iii)   approve proposed changes to the Company's articles of association.

As  explained more fully in the circular, the transactions referred to in paragraphs (i) and (ii) above require
approval and/or ratification pursuant to section 190 of the Companies Act 2006.

The  Company  holds  3,856,667  ordinary shares of £0.01 each in Conduco (the "Conduco  Shares"),  representing
30.85%  of Conduco's issued share capital, and intends to dispose of its entire shareholding in due course.  It
is  proposed that no more than 1,600,000 of the Conduco Shares to be sold by the Company will be acquired by  a
connected company of Scott Fletcher, Chairman of ANS Group, and by Chris Malthouse, Paul Sweeney and Ian  Hogg,
all  of whom are also Directors of the Company. The price to be paid by the connected company and the Directors
to  acquire  the  Conduco Shares will be not less than the mid-market value on the PLUS Market of  the  Conduco
Shares at the close of business on the day before any transaction takes place.

Although the Directors have not yet decided on the actual timing of the disposal of the Conduco Shares,  it  is
anticipated  that  the  Conduco Shares will be disposed of by the Company in full  within  12  months.  Further
announcements will be made when appropriate.

The circular is available on the Company's website - - and will also be available via the
PLUS Markets website -

The Directors of ANS Group are responsible for the contents of this announcement.


ANS Group Plc                                                               Tel: 0161 227 1000
Scott Fletcher, Chairman

St Helens Capital Partners LLP                                              Tel: 020 7368 6959
Mark Anwyl or Duncan Vasey

MC2                                                                         Tel: 0161 236 1352
Claire Brough

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