RNS Number:2535L
Threadneedle Asset Management Ltd
19 May 2003

                                                                    FORM 8.1/8.3


Lodge with a RIS or Newstrack if appropriate and the Takeover Panel. Use a
separate form for each class of securities in which dealings have been made.

Date of Disclosure
19/05/03

DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) and 8.3 OF THE CITY CODE ON TAKEOVERS
AND MERGERS

Date of dealing
16/05/03

Dealing in (name of company)
PRI Group

1. Class of securities (eg ordinary shares)
Ordinary



2.
Amount bought                  Amount sold                        Price per unit
                               250,000                            #1.17
                               750,000                            #1.19



3. Resultant total of the same class owned or controlled (and percentage of
class)
750,000                                               0.58 %


4. Party making disclosure
Threadneedle Asset Management



5. EITHER (a) Name of purchaser / vendor (Note 1)

OR (b) if dealing for discretionary client(s), name of fund management
organisation
Threadneedle Asset Management


6. Reason for disclosure (Note 2)

(a) associate of

(i) offeror (Note 3)

NO

(ii) offeree company

NO


Specify which category or categories of associate (1-8 overleaf)




If category (8), explain




(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or more of the
class of relevant securities dealt in)

YES

Signed, for and on behalf of the party named in (4) above


Martyn Horn

(Also print name of signatory)


01793 363011

Telephone and Extension number






Note 1.

Specify owner, not nominee or vehicle company. If relevant, also identify
controller of owner, eg where an owner normally acts on instructions of a
controller

Note 2.

Disclosure might be made for more than one reason; if so, state all reasons.

Note 3.

Specify which offeror if there is more than one.

Note 4.

When an arrangement exists with any offeror, with the offeree company or with an
associate of any offeror or of the offeree company in relation to relevant
securities, details of such arrangement must be disclosed, as required by Note 6
on Rule 8.

Note 5.

It may be necessary, particularly when disclosing derivative transactions, to
append a sheet to this disclosure form so that all relevant information can be
given.

Note 6.

In the case of an average price bargain, each underlying trade should be
disclosed.

For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:
020 7638 0129. Email: monitoring@disclosure.org.uk

DEFINITION OF ASSOCIATE

It is not practicable to define associate in terms which would cover all the
different relationships which may exist in an offer. The term associate is
intended to cover all persons (whether or not acting in concert) who directly or
indirectly own or deal in the shares of an offeror or the offeree company in an
offer and who have (in addition to their normal interests as shareholders) an
interest or potential interest, whether commercial, financial or personal, in
the outcome of the offer.

Without prejudice to the generality of the foregoing, the term associate will
normally include the following:-


    (1)     an offeror's or the offeree company's parent, subsidiaries and
    fellow subsidiaries, and their associated companies, and companies of which
    such companies are associated companies (for this purpose ownership or
    control of 20% or more of the equity share capital of a company is regarded
    as the test of associated company status);

    (2)     banks and financial and other professional advisers (including
    stockbrokers)* to an offeror, the offeree company or any company covered in
    (1), including persons controlling#, controlled by or under the same control
    as such banks, financial and other professional advisers;

    (3)     the directors (together with their close relatives and related
    trusts) of an offeror, the offeree company or any company covered in (1);

    (4)     the pension funds of an offeror, the offeree company or any company
    covered in (1);

    (5)     any investment company, unit trust or other person whose investments
    an associate manages on a discretionary basis, in respect of the relevant
    investment accounts;

    (6)     a person who owns or controls 5% or more of any class of relevant
    securities (as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued
    by an offeror or an offeree company, including a person who as a result of
    any transaction owns or controls 5% or more. When two or more persons act
    pursuant to an agreement or understanding (formal or informal) to acquire or
    control such securities, they will be deemed to be a single person for the
    purpose of this paragraph. Such securities managed on a discretionary basis
    by an investment management group will, unless otherwise agreed by the
    Panel, also be deemed to be those of a single person (see Note 8 on Rule 8);
    and

    (7)     a company having a material trading arrangement with an offeror or
    the offeree company.

Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to cover
associate status not within (1)-(7).

 8. Other.

Notes

* References to a "bank" do not apply to a bank whose sole relationship with a
party to an offer is the provision of normal commercial banking services or such
activities in connection with the offer as confirming that cash is available,
handling acceptances and other registration work.

References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer. If the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.

# The normal test for whether a person is controlled by, controls or is under
the same control as another person will be by reference to the definition of
control contained in the Code. There may be other circumstances which the Panel
will regard as giving rise to such a relationship (eg where a majority of the
equity share capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.



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