Rule 8.3 - AXON GROUP

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              AXON GROUP
Class of relevant security    ORD GBP0.01
to which the dealings being
disclosed relate (Note 2)
Date of dealing               12 November 2008

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       1,712,100      2.64%            65      0.00%
securities
(2) Derivatives      204,122      0.31%       284,609      0.44%
(other than
options)
(3) Options and            0      0.00%             0      0.00%
agreements to
purchase/sell
Total              1,916,222      2.95%       284,674      0.44%

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

Class of                    Long                     Short
relevant
security:

                  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

a)  Purchases and sales
Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      592                  6.3724
Purchase      1,528                6.3712
Purchase      4,724                6.4005
Purchase      378                  6.3554
Purchase      3,860                6.3610
Purchase      2,000                6.3641
Sale          213                  6.3919
Sale          1,261                6.3616
Sale          1,570                6.3540

(b)  Derivatives transactions (other than options)
Product name,  Long/Short    Number of     Price per
(e.g. CFD)     (Note 6)      Securities    unit (GBP)
CFD            Long          1570          6.354
CFD            Long          1261          6.3615
CFD            Long          213           6.3919
CFD            Short         378           6.3553
CFD            Short         1567          6.3575
CFD            Short         3860          6.3609
CFD            Short         2000          6.364
CFD            Short         1528          6.3712
CFD            Short         4724          6.4004

(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 (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

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                         13 November 2008
Contact name                               Geoff Smith
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk