Surrender of Share Options and Grant of New Sha...

30 September 2010


                                 API Group plc

            Surrender of Share Options and Grant of New Share Awards
               under the 2006 Performance Share Plan (the "PSP")


API  Group plc  ("API" or  the "Company")  is pleased  to provide details of new
incentive  arrangements for the Company's two executive directors, Andrew Turner
and Chris Smith.

The  Company's Remuneration  Committee, consisting  exclusively of non-executive
directors,  has  carried  out  a  review  of  the  Company's long term incentive
arrangements  and the options for achieving  the best possible alignment between
rewards  for the leadership  team, the long  term strategy for  the business and
value created for shareholders.

As  a  result,  it  has  been  agreed  to afford the two executive directors the
opportunity  to  surrender  awards  they  were  granted  in 2009 under the 2006
Performance  Share Plan ("PSP") and to participate  in a new long term incentive
plan ("LTIP") covering the period 1 April 2010 to 31 March 2015 under which they
will  be granted a single award of contingent shares for a five year term.   The
arrangements  have  been  discussed  with  and  endorsed  by the Company's major
shareholders  and amendments  to the  PSP required  to facilitate the new awards
were approved at the AGM on 21 July 2010.

Existing  PSP awards  are being  surrendered by  the two directors over 551,163
ordinary  shares of  1p each ("Shares").  The two  executive directors will then
receive  contingent awards  over a  total of  3,000,000 Shares covering the five
year period to 31 March 2015.

The  executive directors will be entitled to earn Shares following the financial
year  ends of 31 March  2012, 2013, 2014 and 2015 based on  a set of performance
criteria  reflecting  increases  in  shareholder  value.   The maximum number of
shares  available on each occasion will  be unrestricted, subject to the overall
limit in the size of the award for the five year period.

Under  the terms of the LTIP, the Company will issue 3,000,000 new Shares to the
API Group plc No 2 Employee Benefit Trust (the "Trust").  Any earned entitlement
will  be satisfied by  transferring Shares, at  nil cost, from  the Trust to the
beneficiaries.   At the end of the performance period, residual, unearned Shares
will remain in the Trust and will be available for use under a successor LTIP or
any other employee benefit scheme.

Details  of the PSP share options surrendered  and new awards granted to the two
directors are as follows:

+------------+------------+-----------+--------------+------------+------------+
|Director /  |  Existing  | Exercise  |  PSP Awards  | New Awards |Total Awards|
|Award Date  |    held    |   Price   | Surrendered  |  Granted   |    held    |
+------------+------------+-----------+--------------+------------+------------+
|Andrew      |            |           |              |            |            |
|Turner      |            |           |              |            |            |
+------------+------------+-----------+--------------+------------+------------+
|2008        |  800,000   |    nil    |      -       |     -      |  800,000   |
+------------+------------+-----------+--------------+------------+------------+
|2009        |  400,000   |    nil    |   400,000    |     -      |     -      |
+------------+------------+-----------+--------------+------------+------------+
|2010-2014   |     -      |    nil    |      -       | 1,800,000  | 1,800,000  |
+------------+------------+-----------+--------------+------------+------------+
|            | 1,200,000  |           |   400,000    | 1,800,000  | 2,600,000  |
+------------+------------+-----------+--------------+------------+------------+
|            |            |           |              |            |            |
+------------+------------+-----------+--------------+------------+------------+
|Chris Smith |            |           |              |            |            |
+------------+------------+-----------+--------------+------------+------------+
|2008        |  325,000   |    nil    |      -       |     -      |  325,000   |
+------------+------------+-----------+--------------+------------+------------+
|2009        |  151,163   |    nil    |   151,163    |     -      |     -      |
+------------+------------+-----------+--------------+------------+------------+
|2010-2014   |     -      |    nil    |      -       | 1,200,000  | 1,200,000  |
+------------+------------+-----------+--------------+------------+------------+
|            |  476,163   |           |   151,163    | 1,200,000  | 1,525,000  |
+------------+------------+-----------+--------------+------------+------------+

Including  the  above,  there  will  be outstanding awards over 5,462,570 Shares
under  all  of  the  Company's  share  incentive  plans.  Following the issue of
3,000,000 Shares to the Trust, there will be 73,126,726 Shares in issue of which
the Trust's holding represents 4.1 per cent.

For further information, please contact:

 API Group plc                          Tel: [phone]

 Andrew Turner, Group Chief Executive

 Chris Smith, Group Finance Director

 Jane Hyndman, Company Secretary



 Grant Thornton Corporate Finance       Tel: [phone]

 Philip Secrett / Colin Aaronson

 Numis Corporate Broking                Tel: [phone]
 James Serjeant







[HUG#1447769]








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Source: API Group PLC via Thomson Reuters ONE