Holding(s) in Company

API Group PLC
23 January 2008



For filings with the FSA include the annex
For filings with issuer exclude the annex


TR-1: Notifications of Major Interests in Shares

1. Identity of the issuer or the underlying issuer of existing shares to which 
voting rights are attached:

API GROUP PLC
(COMPANY NO.00169249)


2. Reason for notification 
(please place an X inside the appropriate bracket/s):

An acquisition or disposal of voting rights:                               (NO)

An acquisition or disposal of financial instruments which may result in the 
acquisition of shares already issued to which voting rights are attached:  (NO)

An event changing the breakdown of voting rights:                          (YES)

Other (please specify) :                                                   (N/A)


3. Full name of person(s) subject to notification obligation:

STEEL PARTNERS II,L.P;
STEEL PARTNERS II GP LLC;
STEEL PARTNERS LLC;
WARREN C LICHTENSTEIN ('WGL'); AND
WEBFINANCIAL CORPORATION.

4. Full name of shareholder(s) (if different from 3) :

STEEL PARTNERS II, L.P.
WEBFINANCIAL CORPORATION

5. Date of transaction (and date on which the threshold is crossed or reached 
if different):

18 JANUARY 2008

6. Date on which issuer notified:

22 JANUARY 2008

7. Threshold(s) that is/are crossed or reached:

CROSSED: 30 PER CENT, 31 PER CENT.,
32 PER CENT., 33 PER CENT., 34 PER CENT., 35 PER CENT REACHED: 35.66
PER CENT.

8. Notified Details:

A: Voting rights attached to shares
 
Class/type of shares              Situation previous to  
if possible use                 the Triggering transaction                
ISIN CODE                       
                       Number of shares       Number of voting Rights 

ORDINARY SHARES         10,150,000               10,150,000
GB0000592062 

 

                            Resulting situation after the triggering transaction 
 
Class/type of shares   Number of shares  Number of voting rights    % of voting rights  
if possible use                                                                 
ISIN CODE                                Direct     Indirect        Direct    Indirect  

                        25,007,713     25,007,713   25,007,713        35.66%    35.66% 
 

B: Financial Instruments

Resulting situation after the triggering transaction 

Type of     Expiration date  Exercise/conversion  No. of voting     % of voting     
financial                    period/date          rights that may   rights          
instrument                                        be acquired (if                       
                                                  the instrument                         
                                                  exercised/
                                                  converted)                           
N/A
 

Total (A+B)
Number of voting rights       % of voting rights 

 25,007,713                         35.66 PERCENT
 

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:

Steel Partners II GP LLC is the general partner of Steel Partners II, L.P. Steel
Partners LLC is the investment manager of Steel Partnes II, L.P. and  as such
controls the voting rights attached to the shares of API Group plc which are
held by Steel Partners II, L.P. under the supervision and oversight of Steel
Partners II GP LLC. As Steel Partners LLC is managed by WGL and WGL is also the
managing member of Steel Partners II GP LLC, WGL may be considered to be the
ultimate controller of such voting rights attached to such shares.

Webfinancial Corporation is owned as to 76% by Steel Partners II, L.P.
 


Proxy Voting:

 
10. Name of proxy holder:     N/A


 

11. Number of voting rights proxy holder will cease to hold:     N/A


 

12. Date on which proxy holder will cease to hold voting rights: N/A


 

13. Additional information:


 

14. Contact name:                                   ANDREA FALL


 

15. Contact telephone number:                       001 212 520 2310











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