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Vosper Thornycroft (VSP)

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Monday 14 May, 2001

Vosper Thornycroft

Holding in Company

Vosper Thornycroft Holdings PLC
11 May 2001



                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

VOSPER THORNYCROFT HOLDINGS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

LEGAL & GENERAL INVESTMENT MANAGEMENT LIMITED

3)   Please state whether notification indicates that it is in respect of 
     holding of the Shareholder named in 2 above or in respect of a 
     non-beneficial interest or in the case of an individual holder if it is a
     holding of that person's spouse or children under the age of 18

SEE SCHEDULE BELOW

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

NON BENEFICIAL

5)   Number of shares/amount of stock acquired.

NIL

6)   ( NIL %) of issued Class

7)   Number of shares/amount of stock disposed

94,695

8)   ( 0.29 %) of issued Class

9)   Class of security

ORDINARY SHARES OF 25P EACH

10)  Date of transaction

NOT ADVISED

11)  Date company informed

11 MAY 2001

12)  Total holding following this notification

982,054
               
              
13)  Total percentage holding of issued class following this notification

2.96%

14)  Any additional information



15)  Name of contact and telephone number for queries

P G DAWES   023 8042  6103

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ..11 MAY 2001


Letter to Vosper Thornycroft UK Ltd

Companies Act 1985 - Disclosure of Interest in shares

Consequent upon a sale in the market of 20,000 shares on the 10 May 2001, we now
hold the following number of shares which are not subject to a concert party and
will be registered as follows:

Material Interests

HSBC Global Custody Nominee (UK) Ltd A/C 775245          145,722
HSBC Global Custody Nominee (UK) Ltd A/C 360509           17,000
HSBC Global Custody Nominee (UK) Ltd A/C 357206          795,332
HSBC Global Custody Nominee (UK) Ltd A/C 866203           24,000
                                                         982,054     2.96%

Please note that this percentage is based on our understanding that your issued
share capital is 33,100,000.

Letter from Legal & General Investment Management