Director/PDMR Shareholding

API Group PLC
16 June 2006

                                 API Group plc

FORM FOR NOTIFICATION RELATING TO TRANSACTIONS OF DIRECTORS, PDMRS OR CONNECTED
PERSONS

Please complete all relevant boxes in block capital letters.
1    Name of issuer                                   2      State whether the notification relates to (i) a
                                                             transaction notified in accordance with DR 3.1.4
     API GROUP PLC                                           (R)(1)(a); or (ii) DR 3.1.4(R)(1)(b) a
                                                             disclosure made in accordance with section 324
                                                             (as extended by section 328) of the Companies
                                                             Act 1985; or (iii) both (i) and (ii)

                                                             (iii)
3    Name of person discharging managerial            4      State whether notification relates to a person
     responsibilities/director                               connected with a person discharging managerial
                                                             responsibilities/ director named in box 3 and
     MARTIN O'CONNELL                                        identify the connected person

                                                             N/A
5    Indicate whether the notification is in respect  6      Description of shares (including class),
     of a holding of the person referred to in boxes         debenture or derivatives or financial
     3 or 4 above or in respect of a non-beneficial          instruments relating to shares
     interest
                                                             ORDINARY SHARES OF 25P
     AS IN 3 ABOVE
7    Name of registered shareholders(s) and, if more  8      State the nature of the transaction
     than one, the number of shares  held by each of
     them                                                    ACQUISITION OF SHARES

     MARTIN O'CONNELL
9    Number of shares, debentures or financial        10     Percentage of issued class acquired (treasury
     instruments relating to shares acquired                 shares of that class should not be taken into
                                                             account when calculating percentage)
     25,000
                                                             0.07%
11   Number of shares, debentures or financial        12     Percentage of issued class disposed (treasury
     instruments relating to shares disposed                 shares of that class should not be taken into
                                                             account when calculating percentage)
     N/A
                                                             N/A
13   Price per share or value of transaction          14     Date and place of transaction

     114P                                                    16 JUNE 2006

                                                             LONDON STOCK EXCHANGE
15   Total holding following notification and total   16     Date issuer informed of transaction
     percentage holding following notification  (any
     treasury shares should not be taken into account        16 JUNE 2006
     when calculating percentage)

     25,000

     0.07%



If a director or person discharging managerial responsibilities has been granted
options by the issuer complete the following boxes
17   Date of grant                                    18     Period during which or date on which it can be
                                                             exercised
     N/A


19   Total amount paid (if any) for grant of the      20     Description of shares or debentures involved
     option                                                  (class and number)



21   Exercise price (if fixed at time of grant) or    22     Total number of shares or debenture over which
     indication that price is to be fixed at the time        options held following notification
     of exercise


23   Any additional information                       24     Name of contact and telephone number for queries






Name, title and signature of duly authorised officer of issuer responsible for making notification

MR S P PLANT, COMPANY SECRETARY, API GROUP PLC





Date of notification   16 JUNE 2006




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