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Vosper Thornycroft (VSP)

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Tuesday 11 December, 2001

Vosper Thornycroft

Holding in Company

Vosper Thornycroft Holdings PLC
11 December 2001

                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

VOSPER THORNYCROFT HOLDINGS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

ROYAL & SUN ALLIANCE INSURANCE GROUP PLC

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)   ( N/A %) of issued Class

NIL

7)   Number of shares/amount of stock disposed

22,000

8)   (0.065%) of issued Class

9)   Class of security

ORDINARY SHARES OF 25P EACH

10)  Date of transaction

NOT ADVISED

11)  Date company informed

10 DECEMBER 2001

12)  Total holding following this notification

1,695,706
               
13)  Total percentage holding of issued class following this notification

4.99%

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 .10/12/2001................

To Vosper Thornycroft plc

DISCLOSURE OF SHARE INTEREST - COMPANIES ACT 1989

Following recent transactions, we are writing to inform you of our notifiable 
interest in the shares of your company. The details are set out below.

Registered Name                                                      Holding    
                                       
Littledown Nominees Limited 'R' A/c for                               41,968 
Phoenix Assurance Public Limited Company

Littledown Nominees Ltd 'R' A/c for                                  142,715 
Royal & Sun Alliance Insurance Plc No. 1 A/c

Littledown Nominees Ltd 'R' A/c for                                   86,779 
Royal Insurance Group Pension Scheme (UK Equities)

Littledown Nominees Ltd 'R' A/c for                                  210,001 
Royal & Sun Alliance Life & Pensions Limited

Littledown Nominees Limited 'R' A/c for                              167,086
Sun Alliance & London Assurance Company Limited

Littledown Nominees Ltd 'R' A/c for                                  141,451
SAL Pension Fund Limited

Littledown Nominees Ltd 'R' A/c for                                    5,600 
RSALI Life Emerging Companies Fund

Littledown Nominees Ltd 'R' A/c for                                   97,000 
RSALI Life Equity Fund

Littledown Nominees Ltd 'R' A/c for                                  803,106
RSALI Pensions Equity Fund

TOTAL                                                              1,695,706

Number of shares in issue                                         33,984,299

Percentage of issued share capital                                      4.99

The appendix below gives details of the beneficial interest of the holdings 
shown above.

From Royal & Sun Alliance Investments

APPENDIX

Beneficial ownership and voting rights

Shares held in the name of Littledown Nominees Ltd 'R' a/c for:-
    - Phoenix Assurance Plc
    - Royal & Sun Alliance Life & Pensions Ltd
    - Royal & Sun Alliance Insurance Plc No 1 A/C
    - Royal & Sun Alliance Linked Insurances Ltd
    - Sun Alliance & London Insurance Plc
    - Sun Alliance & London Assurance Company Ltd
    are held on behalf of those companies as beneficial owners.

Shares held in the name of Littledown Nominees Ltd 'R' A/C for Royal Insurance 
Group Pension Scheme are held on behalf of the Trustees of the Scheme. Shares 
held in the name of Midland Bank Trust Company are held as custodians to the 
Royal Insurance Benevolent Fund.

Shares registered in the name of Littledown Nominees Ltd 'R' A/C for SAL Pension
Fund are held on behalf of that company as the Corporate Trustee of SAL Pension 
Scheme (the Sun Alliance occupational pension scheme). SAL Pension Fund is a 
wholly owned subsidiary of Royal & Sun Alliance Insurance Group plc.

Shares registered as Chase Nominees Ltd and held for individual unit trusts are 
held not as beneficial owner but on behalf of unitholders. These funds are 
managed by Royal & Sun Alliance Unit Trust Management Ltd who have the right to 
exercise full voting rights for these shares.

The voting rights carried by the shares detailed above are not subject to an 
agreement or arrangement under which another person or company is entitled to 
control our exercise of rights.

Shares held in the name of Nortrust Nominees Ltd are held on behalf of Pool 
Reinsurance Company Ltd.

Shares held in the name of The British Aviation Insurance Company Limited are 
beneficially owned by The British Aviation Insurance Company Limited.

Any interest of Phoenix Assurance plc, Sun Alliance Linked Life Assurance 
Limited, Sun Alliance Pensions Limited and Sun Alliance and London Assurance 
Company Limited, disclosed in the letter, are also deemed to be the interest of 
each of their parent company, Royal & Sun Alliance Life Holdings Limited, its 
parent Royal & Sun Alliance Insurance plc and its parent Royal & Sun Alliance 
Insurance Group plc, by means of the provisions of Section 203 of the Companies 
Act 1985. Any interests of Royal & Sun Alliance Life & Pensions Limited, Royal &
Sun Alliance Linked Insurances Limited, Royal Life (ULA) Limited and Royal Life 
(ULPF) Limited, disclosed in the letter, are also deemed to be the interest of 
each of their parent company, Royal & Sun Alliance Life Holdings Limited, its 
parent Royal & Sun Alliance Insurance plc and its parent Royal & Sun Alliance 
Insurance Group plc, by means of the provisions of Section 203 of the Companies 
Act 1985.

The interests of the Royal & Sun Alliance Trust Company are not required to be 
disclosed and accordingly are not included in this notification.