RNS Number:4249M
Envesta PLC
17 June 2003

For immediate release: 17 June 2003

Envesta plc

                  Preference Share Conversion & Board Changes



Envesta plc ("Envesta" or "the Company"), the alternative telephony provider, is
pleased to announce that Mr Lyndon Chapman, currently a part-time Executive
Director, has been appointed Chairman and Acting Chief Executive.



Mr Stephen Dean who has been Non-Executive Chairman for the past two years has
resigned to concentrate as Executive Chairman of Cater Barnard plc, which has
been a substantial shareholder and financier of Envesta.  The appointment of at
least one Non-Executive Director with telecomms industry experience is expected
soon.



Cater Barnard plc has converted its #1,828,750 of 2.5% cumulative redeemable
preference shares into 24,385,333 Ordinary shares and these Ordinary shares have
been placed at 2.25p per share.  In addition, the Company has been informed that
6,177,618 Ordinary shares owned by Global Investments Limited have been disposed
of at 2.25p per share.  Cater Barnard plc and Global Investments Limited are
both companies in which Stephen Dean has an interest.



The conversion by Cater Barnard plc of its preference shares has removed a
future liability of #1,828,750, and interest at 2.5%, that was due to be paid by
the Company in March 2006.  In consideration for this conversion, Envesta has
paid Cater Barnard plc #88,150 and 4 million new Ordinary shares.  The Company
has been informed that these shares have been placed at 2.25p.  The remaining
directors of Envesta, having consulted their nominated adviser, Corporate
Synergy plc, believe this consideration to be fair and reasonable.  No other
payments or compensation are due from Envesta to Cater Barnard or Stephen Dean.



Following the transaction, Cater Barnard now holds no beneficial interest in the
issued share capital of the Company, although Stephen Dean will hold a 7.5%
beneficial interest in Envesta through Global Investments Limited.  The
remaining #250,000 of the 12-month Loan Note due to Global Investments was
repaid in full on 9th May 2003.



5,000,000 share options issued to Stephen Dean on 8 July 2002 are also
cancelled.



The company was also informed that Froxfield Consultancy has sold 1,533,329
shares at 2.25p, which leaves its shareholding at 8,933,343 shares. Matt Baker,
a Director of Envesta, holds a beneficial interest in Froxfield Consultancy and
the disposal has been made for personal financial reasons.



Lyndon Chapman commented "On behalf of my colleagues on the Board, I would like
to thank Stephen for his contribution to the growth and development of Envesta
over the years since its formation."



The Company also announced that Seymour Pierce Ellis has been appointed company
stockbrokers.



For further information please visit www.envestaplc.com or contact:


Kevin McGovern                         Neil Badger                          Rosie Brown/
Finance Director                                                            Simon Hudson
Envesta plc                            Seymour Pierce Ellis                 Tavistock Communications
Tel: 0870 767 7778                     Tel: 01293 517 744                   Tel: 020 7600 2288
Kevin.mcgovern@envestaplc.com          neilbadger@seymourpierce.com         rbrown@tavistock.co.uk




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