Holding(s) in Company

RDF Group PLC
12 September 2006


RDF Group plc ('RDF' or 'the Company')

Significant Shareholder Dealing

On 11 September 2006, Mr Anthony Antoniades, the majority shareholder in the
Company, entered into a Relationship Agreement with RDF and Smith & Williamson
Corporate Finance Limited ('Smith & Williamson') pursuant to which, inter alia,
Mr Antoniades has undertaken to ensure that, unless agreed between the Board and
Smith & Williamson, a majority of directors on the Board and on all significant
board committees will have no material relationship or interest with Mr
Antoniades or any related party of his. In addition, no material arrangement or
arrangement between any group company and Mr Antoniades and/or any related party
of his shall be entered into or varied without a Board resolution on which any
directors who have a material relationship, association or interest with him do
not vote and in respect of which at least one such non-executive director shall
be in the majority or approve the resolution in writing.

Mr Antoniades has also transferred 4,701,999 ordinary shares of 2p each in RDF
('Ordinary Shares') to Mercator Nominees Limited ('Mercator'). Mr Antoniades'
beneficial holding in the Company remains 9,849,999 Ordinary Shares representing
94.7 per cent. of the Company's issued share capital.

However, Mr Antoniades has entered into an arrangement with Mercator under which
Mercator will exercise the voting rights attaching to the 4,701,999 Ordinary
Shares transferred to them (representing 45.2 per cent. of the Company's issued
share capital) in accordance with the instructions of Mr James Carr, chairman of
RDF, save in respect of any matters relating to the acceptance of a takeover
offer regulated by the The Takeover Code. In matters relating to such a takeover
offer, the voting rights on the transferred shares will be exercisable by Mr
Antoniades.

12 September 2006


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