Rule 8.1 - McCARTHY & STONE PLC

FORM 8.1
           DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES
                   FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
                 (Rules 8.1(a) and (b)(i) of the Takeover Code)


1.   KEY INFORMATION

Name of person dealing (Note  BARCLAYS PLC
1)
Company dealt in              McCARTHY & STONE PLC
Class of relevant security    ORD GBP 0.20
to which the dealings being
disclosed relate (Note 2)
Date of dealing               21 JUNE 2006


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       1,862,640     (1.77%)     136,892        (0.13%)

(2)  Derivatives (other  than 136,892       (0.13%)     30,721         (0.03%)
options)

(3) Options and agreements    0             (0.00%)     0              (0.00%)
to purchase/sell

Total                         1,999,532     (1.90%)     167,613        (0.16%)


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

Class of relevant security:           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)






(b)  Derivatives transactions (other than options)

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







(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 money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (Note
                varying etc.      relates (Note 7)                                      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)

Return to lenders of     See below               N/A
borrowed shares


On 21 June 2006, Barclays Capital Securities Ltd returned 147,713 shares to
lenders. The shares had been borrowed to cover short positions held as the
result of contracts for difference entered into with Barclays Global Investors
between December 2005 and March 2006. These contracts were unwound by buying
back the shares enabling Barclays Capital Securities Ltd to return the borrowed
shares. The Panel Executive has confirmed on an ex parte basis that these
transactions are permitted under Rule 4.6 and that they have no Takeover Code
consequences.











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)                 NO


Date of disclosure                         22 JUNE 2006
Contact name                               BARCLAYS COMPLIANCE
Telephone number                           0207 116 2913
Name of offeree/offeror with which         The Principal Investments Area
associated                                 of Barclays Capital, the
                                           investment banking division of
                                           Barclays Bank Plc and Permira
                                           Advisers LLP
Specify category and nature of associate   1 - OFFEROR
status (Note 10)


Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk