Director Shareholding

API Group PLC
15 August 2002

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1) Name of company

API GROUP PLC

2) Name of director

DEREK ASHLEY

3) Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest

SEE BOX 2

4) Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

SEE BOX 2

5) Please state whether notification relates to a person(s) connected with the
Director named in 2 above and identify the connected person(s)

SEE BOX 2

6) Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

SHARE PURCHASE

7) Number of shares/amount of stock acquired

40,000

8) Percentage of issued class

0.12%

9) Number of shares/amount of stock disposed

N/A

10) Percentage of issued class

N/A

11) Class of security

ORDINARY 25 PENCE SHARES

12) Price per share

67 PENCE

13) Date of transaction

15 AUGUST 2002

14) Date company informed

15 AUGUST 2002

15) Total holding following this notification

100,000

16) Total percentage holding of issued class following this notification

0.30%

If a director has been granted options by the company please complete the
following boxes

17) Date of grant

N/A

18) Period during which or date on which exercisable

N/A

19) Total amount paid (if any) for grant of the option

N/A

20) Description of shares or debentures involved: class, number

N/A

21) Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise

N/A

22) Total number of shares or debentures over which options held following this
notification

N/A

23) Any additional information

N/A

24) Name of contact and telephone number for queries

ED RICHARDS

01625 858700

25) Name and signature of authorised company official responsible for making
this notification

ED RICHARDS - ASSISTANT COMPANY SECRETARY

Date of Notification...15 AUGUST 2002...


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