RNS Number:5484N
Cordiant Communications Group PLC
14 July 2003

                                                                    FORM 8.1/8.3

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

                                 Date of disclosure...14 July 2003..............

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

Date of dealing ...14 July 2003.....................................


Dealing in ...Cordiant Communications Group plc.............(name of company)


(1)     Class of securities (eg ordinary shares) .......Ordinary shares of 50p
each

(2)     Amount bought                 Amount sold                Price per unit

                                      200,000                    3.25p



(3)     Resultant total of the same class owned or controlled

     (and percentage of class) ...............620,450................. ( 0.15%)

(4)     Party making disclosure ..Cordiant Communications Group plc.....

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

     OR     (b)     If dealing for discretionary client(s), name of fund
management organisation

     .........................................................................

(6)     Reason for disclosure (Note 2)

     (a)     associate of     (i)     offeror (Note 3)   NO

               (ii)     offeree company YES

     Specify which category or categories of associate (1-8 overleaf) ......3


     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)     NO

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

(Also print name of signatory) .........Denise Williams........................

Telephone and extension number .........0207 262 4343......x8403...............
.................................

                     ______________________________________


        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. E-mail: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.


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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