Director Shareholding

RNS Number:7276O
Datamonitor PLC
15 August 2003

15 August 2003


Datamonitor PLC ("Datamonitor" or the "Company")


Cancellation of Options


Datamonitor has agreed with former CEO Thomas E Gardner to cancel options held
over the Company's ordinary 10p shares ("Ordinary Shares") for a sum of #100,000
payable by the Company. The options were over 1,063,840 shares with an exercise
price of 88p. The options expire in July 2005 under the agreement reached when
Mr Gardner left the Company in July 2002.



Mr Gardner also held options over shares owned by Mike Danson, CEO of
Datamonitor, and two former directors of the Company. The options were over
1,300,160 Ordinary Shares with an exercise price of 88p and expire in July 2005.



It has further been agreed that:




 a. Mr Gardner will cancel 998,274 options over Mike Danson's personal holding 
    in return for Mr Danson transferring 150,000 Ordinary Shares held by him to 
    Mr Gardner. Mr Danson's total holding in the Company will following the
    transaction be 28,901,792 Ordinary Shares (representing approximately 41.1
    per cent. of the issued share capital of the Company); and

 b. Mr Gardner will cancel 301,886 options over two former directors' (Simon
    Gruselle and Douglas Wilson) personal holdings in return for them waiving
    loans made to Mr Gardner totalling #29,451.



Commenting on the above transactions, Mike Danson said:



"We have reached an agreement with our former CEO, Thomas Gardner, to purchase
the options held by him. Given the current share price this transaction removes
potentially significant dilution for shareholders. Similarly, two former
directors and I reached agreement with Mr Gardner to cancel options he held over
our personal shareholdings; and we, too, are pleased to remove the potential
dilution over our personal holdings as the Company continues to make good
progress."



Grant of Options



Datamonitor announces that Mike Danson, founder and CEO of the Company, has been
granted options, subject to approval on a poll by independent shareholders
(excluding Mr Danson) of the Company at the next Annual General Meeting of the
Company, over 1,000,000 Ordinary Shares at an exercise price of 81p. The options
will be exercisable from 15 August 2006. The next Annual General Meeting of the
Company is expected to be held in April 2004.



Following the transfer of shares to Mr Gardner as set out above, Mr Danson
currently holds 28,901,972 ordinary shares in the Company representing
approximately 41.1 per cent. of the issued share capital of the Company.
Exercise of the options would take Mr Danson's holding in the Company to
29,901,972 Ordinary Shares representing approximately 41.9 per cent. of the
issued share capital at that time. Approval will be sought from independent
shareholders for a waiver from the Panel on Takeovers and Mergers (the "Panel")
of the obligation which would otherwise arise under Rule 9 of the City Code on
Takeovers and Mergers (the "City Code") for Mr Danson to make a cash offer to
all remaining shareholders in the Company to acquire their shares, were he to
exercise the options.



In the event that approval of the waiver in respect of exercise of the options
is not given by independent shareholders or the waiver is not granted by the
Panel, the options will not be issued.



Russell Chambers, appointed as a non-executive director in July 2003, is to be
granted 125,000 options over Ordinary Shares at an exercise price of 81p. The
options will be exercisable from 15 August 2006.



Commenting on the grant of options to Mike Danson, Bernard Cragg, Chairman,
said:



"Mike Danson founded Datamonitor in 1988. His current shareholding represents
his initial shareholding in the Company and until now he has not been granted
options. We are in the process of reviewing executive remuneration and the
normal package of a Chief Executive Officer would include share option
incentives. The issue of options to Mike is conditional upon shareholder
approval of the waiver of the obligation which would otherwise arise under Rule
9 of the City Code at the next AGM to be held in April 2004 and a circular will
be sent to shareholders in due course."



Enquiries:



Andrew Gilchrist

0207 675 7280


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