Rule 8.3 - Watermark Group

FORM 8.3

   DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE    
             (Rule 8.3 of the City Code on Takeovers and Mergers)              

1. KEY INFORMATION

Name of person dealing (Note 1) Strategic Equity Capital Plc                   
                                                                               
Company dealt in                Watermark Group                                
                                                                               
Class of relevant security to   Ordinary shares                                
which the dealings being                                                       
disclosed relate (Note 2)                                                      
                                                                               
Date of dealing                 28/04/06                                       

2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                                         Long                    Short         
                                                                               
                                  Number        (%)       Number        (%)    
                                                                               
(1) Relevant securities          4,278,000     9.598                           
                                                                               
(2) Derivatives (other than                                                    
options)                                                                       
                                                                               
(3) Options and agreements to                                                  
purchase/sell                                                                  
                                                                               
Total                                                                          

(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

                                         Long                    Short         
                                                                               
                                  Number        (%)       Number        (%)    
                                                                               
(1) Relevant securities                                                        
                                                                               
(2) Derivatives (other than                                                    
options)                                                                       
                                                                               
(3) Options and agreements to                                                  
purchase/sell                                                                  
                                                                               
Total                                                                          

(c) Rights to subscribe (Note 3)

Class of relevant security:     Details                                        
                                                                               

3. DEALINGS (Note 4)

(a) Purchases and sales

Purchase/sale              Number of securities      Price per unit (Note 5)   
                                                                               
Purchase                   200,000                   1.248125p                 

(b) Derivatives transactions (other than options)

Product name,  Long/short (Note  Number of securities     Price per unit (Note 
e.g. CFD       6)                (Note 7)                 5)                   
                                                                               

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product name, Writing,    Number of     Exercise Type, e.g. Expiry  Option     
e.g. call     selling,    securities to price    American,  date    money      
option        purchasing, which the              European           paid/      
              varying     option                 etc.               received   
              etc.        relates (Note                             per unit   
                          7)                                        (Note 5)   
                                                                               

(ii) Exercising

Product name, e.g. call    Number of securities      Exercise price per unit   
option                                               (Note 5)                  
                                                                               

(d) Other dealings (including new securities) (Note 4)

Nature of transaction      Details                   Price per unit (if        
(Note 8)                                             applicable) (Note 5)      
                                                                               

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the person 
disclosing and any other person relating to the voting rights of any relevant  
securities under any option referred to on this form or relating to the voting 
rights or future acquisition or disposal of any relevant securities to which   
any derivative referred to on this form is referenced. If none, this should be 
stated.                                                                        
                                                                               

Is a Supplemental Form 8 attached? (Note 9) [YES/NO] - NO

Date of disclosure                           02/05/06                          
                                                                               
Contact name                                 Ms J Dempster                     
                                                                               
Telephone number                             01392 477574                      
                                                                               
If a connected EFM, name of offeree/offeror                                    
with which connected                                                           
                                                                               
If a connected EFM, state nature of                                            
connection (Note 10)                                                           

Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk