Rule 8 - API Group PLC

RNS Number:0853J
Wynnefield Capital Inc
25 February 2005


                                  Date of Disclosure      25 February 2005

                    DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 
                       OF THE CITY CODE ON TAKEOVERS AND MERGERS

Date of dealing     17 February 2005

Dealing in     API GROUP PLC                          (name of company)

1)  Class of securities (eg ordinary shares)     Ordinary shares

2)  Amount bought      Amount sold      Price per unit

          105,000                                1.495

3)  Resultant total of the same class owned or controlled 
    (and percentage of class)    1,030,000                 (3.04%)


4) Party making disclosure     WYNNEFIELD CAPITAL INC


5)  EITHER (a) Name of purchaser/vendor (Note 1)    
    OR     (b) if dealing for discretionary client(s), name of fund 
               management organisation

               WYNNEFIELD CAPITAL INC

6)  Reason for disclosure (Note 2)                                     
    (a) associate of (i) offeror (Note 3)                       NO
                    (ii) offeree company                        NO

Specify which category or categories of associate (1-8 overleaf) 

If category (8), explain

     (b)  Rule 8.3 (ie disclosure because of ownership or control of 1% 
          or more of the class of relevant securities dealt in)  YES

Signed, for and on behalf of the party named in (4) above  N/A  

(Also print name of signatory)     STEPHEN ZELKOVICZ

Telephone and extension number     001 212-760-0278


Note 1.  Specify owner, not nominee or vehicle company.  If relevant, also 
         identify controller of owner, eg where an owner normally acts on 
         instructions of a controller

Note 2.  Disclosure might be made for more than one reason; if so, state all 
         reasons.

Note 3.  Specify which offeror if there is more than one.

Note 4.  When an arrangement exists with any offeror, with the offeree company 
         or which an associate of any offeror or of the offeree company 
         in relation to relevant securities, details of such arrangement must 
         be disclosed, as required by Note 6 on Rule 8

Note 5.  It may be necessary, particularly when disclosing derivative 
         transactions, to append a sheet to this disclosure form so that
         relevant information can be given.

Note 6.  In the case of an average price bargain, each underlying trade 
         should be disclosed.

Note 7.  The resultant total percentage holding of the class of relevant
         security is to be calculated by reference to the percentage held and 
         in issue outside treasury.

For full details of disclosure requirements, see Rule 8 of the Code.  If in 
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:
020 7638 0129. Email: [e-mail]


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

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