Rule 8.3 - BELHAVEN GROUP

FORM 8.3

DEALINGS BY PERSONS WHO OWN OR CONTROL 1% OR MORE OF ANY CLASS OF RELEVANT SECURITY
(Rule 8.3 of The City Code on Takeovers and Mergers)

Name of purchaser/vendor *                         BARCLAYS PLC
Company dealt in                                   BELHAVEN GROUP
Relevant security dealt in                         ORD GBP 0. 10
If a connected EFM, name of offeree/offeror with
which connected
If a connected EFM, nature of connection #

Date of dealing                                    19 AUGUST 2005

DEALINGS †

Amount bought                               Price per unit  (currency must be stated)
1,361                                       5.4127

Amount sold                                 Price per unit (currency must be stated)

Resultant total amount and percentage of the
same relevant security owned or controlled  840,567 (2.82%)

IS A SUPPLEMENTAL FORM 8 (DERIVATIVE)/FORM 8 (OPTION) ATTACHED? YES

Date of disclosure   22 AUGUST 2005
Contact name         BARCLAYS CORPORATE SECRETARIAT
Telephone number     0207 116 2913

* Specify the owner or controller in addition to the person dealing. The naming of nominees or vehicle companies is
insufficient.

In the case of disclosure of dealings by fund managers on behalf of discretionary clients, the clients need not be
named.

# See the definition of "connected fund managers and principal traders" in the Definitions Section of the Code.

† If disclosing dealings/holdings in derivatives or options, please attach Supplemental Form 8 (Derivative) or
Supplemental

Form 8 (Option), as appropriate.

For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (DERIVATIVE)

DEALINGS/HOLDINGS IN DERIVATIVES
(This form should be attached to Form 8.1, Form 8.1(b)(ii), Form 8.2 or Form 8.3, as appropriate)

Description of all derivative products       CFD - A purchaser of a CFD will realise
disclosed on this form                       a gain if the price of the underlying security
                                             goes up. A seller of a CFD will realise a gain
                                             if the price of the underlying security goes down.
                                             The CFD contracts are open ended and there is no
                                             rollover into new contracts.


Full details of any agreement, arrangement   None
or understanding between the person
disclosing and any other person 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.


WRITING/ENTERING INTO A DERIVATIVE

Product name   Transaction    Writing/        Number of        Reference price   Maturity date
eg long CFD    date           entering into   securities       (currency
                              (indicate as    to which the     must be stated)
                              applicable)     derivative
                                              is referenced
Short CFD      19/08/2005     Written         1,361            5.4127
Long CFD       19/08/2005     Entered into    1,361            5.4100

CLOSING OUT A DERIVATIVE

Product name   Transaction    Number of        Reference price   Closing out price
eg long CFD    date           securities       (currency         (currency must be
                              to which the     must be stated)   stated)
                              derivative
                              is referenced


DETAILS OF OPEN DERIVATIVES (excluding any transaction set out above)

Product name   Transaction    Written/        Number of          Reference price   Maturity date
eg long CFD    date           entered into    securities         (currency
                              (indicate as    to which the       must be stated)
                              applicable)     derivative
                                              is referenced
Short CFD      03/06/2004     Entered into    10,000             4.3300
Short CFD      04/06/2004     Entered into    23,235             4.3200
Short CFD      29/06/2004     Entered into    71,804             4.7102
Short CFD      01/07/2004     Entered into    20,750             4.6953
Short CFD      05/07/2004     Entered into    25,183             4.7102
Short CFD      21/07/2004     Entered into    22,593             4.7852
Short CFD      30/07/2004     Entered into    7,801              4.8500
Short CFD      21/10/2004     Entered into    5,749              4.1400
Long CFD       01/12/2004     Entered into    9,866              4.4000
Long CFD       08/12/2004     Entered into    5,345              4.4945
Long CFD       15/12/2004     Entered into    21,517             4.4494
Long CFD       21/12/2004     Entered into    5,991              4.4344
Long CFD       05/01/2005     Entered into    11,006             4.3243
Short CFD      12/01/2005     Entered into    6,310              4.4200
Short CFD      20/01/2005     Entered into    13,490             4.6453
Short CFD      26/01/2005     Entered into    37,165             4.7600
Short CFD      03/02/2005     Entered into    7,434              4.8200
Short CFD      09/02/2005     Entered into    5,063              4.8300
Short CFD      10/02/2005     Entered into    25,000             4.8300
Short CFD      21/02/2005     Entered into    15,415             4.6953
Short CFD      24/02/2005     Entered into    31,885             4.7452
Short CFD      14/04/2005     Entered into    12,129             4.8400
Long CFD       18/08/2005     Entered into    36,224             5.3153