Director/PDMR Shareholding

API Group PLC
05 September 2006


FORM FOR NOTIFICATION RELATING TO TRANSACTIONS OF DIRECTORS, PDMRS OR CONNECTED
PERSONS

Please complete all relevant boxes in block capital letters.

1    Name of issuer                                   2      State whether the notification relates to (i) a
                                                             transaction notified in accordance with DR 3.1.4
     API GROUP PLC                                           (R)(1)(a); or (ii) DR 3.1.4(R)(1)(b) a
                                                             disclosure made in accordance with section 324
                                                             (as extended by section 328) of the Companies
                                                             Act 1985; or (iii) both (i) and (ii)

                                                             (iii) both

3    Name of person discharging managerial            4      State whether notification relates to a person
     responsibilities/director                               connected with a person discharging managerial
                                                             responsibilities/ director named in box 3 and
     DAVID ANDREW WALTON                                     identify the connected person

                                                             N/A

5    Indicate whether the notification is in respect  6      Description of shares (including class),
     of a holding of the person referred to in boxes         debenture or derivatives or financial
     3 or 4 above or in respect of a non-beneficial          instruments relating to shares
     interest
                                                             ORDINARY SHARES OF 25p
     IN RESPECT OF HOLDING

7    Name of registered shareholders(s) and, if more  8      State the nature of the transaction
     than one, the number of shares  held by each of
     them                                                    PURCHASE

     DAVID ANDREW WALTON


9    Number of shares, debentures or financial        10     Percentage of issued class acquired (treasury
     instruments relating to shares acquired                 shares of that class should not be taken into
                                                             account when calculating percentage)
     40,000
                                                             0.1%

11   Number of shares, debentures or financial        12     Percentage of issued class disposed (treasury
     instruments relating to shares disposed                 shares of that class should not be taken into
                                                             account when calculating percentage)
     N/A
                                                             N/A

13   Price per share or value of transaction          14     Date and place of transaction

     83p PER SHARE                                           5 SEPTEMBER 2006; LONDON STOCK EXCHANGE


15   Total holding following notification and total   16     Date issuer informed of transaction
     percentage holding following notification  (any
     treasury shares should not be taken into account        5 SEPTEMBER 2006
     when calculating percentage)

     50,000 / 0.14%



If a director or person discharging managerial responsibilities has been granted
options by the issuer complete the following boxes

17   Date of grant                                    18     Period during which or date on which it can be
                                                             exercised



19   Total amount paid (if any) for grant of the      20     Description of shares or debentures involved
     option                                                  (class and number)



21   Exercise price (if fixed at time of grant) or    22     Total number of shares or debenture over which
     indication that price is to be fixed at the time        options held following notification
     of exercise


23   Any additional information                       24     Name of contact and telephone number for queries

                                                             SIMON PLANT, COMPANY SECRETARY, API GROUP PLC,
                                                             SECOND AVENUE, POYNTON IDUSTRIAL ESTATE,
                                                             POYNTON, CHESHIRE, SK12 1ND

                                                             [phone]


Name, title and signature of duly authorised officer of issuer responsible for making notification

SIMON PLANT.......................................................................................

Signature.........................................................................................

Date of notification 5 SEPTEMBER 2006.............................................................



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