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Watermark Group PLC (IM31)

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Tuesday 15 May, 2007

Watermark Group PLC

Holding(s) in Company

Watermark Group PLC
15 May 2007



TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1.  Identity of the issuer or the underlying issuer of existing shares to
    which voting rights are attached
    WATERMARK GROUP PLC

2.  Reason for the notification (please tick the appropriate box or boxes)

    An acquisition or disposal of voting rights

    An acquisition or disposal of financial instruments which may
    result in the acquisition of shares already issued to which
    voting rights are attached

    An event changing the breakdown of voting rights

    Other (specify):   Change of issued capital

3.  Full name of person(s) subject to the notification obligation:
    
    Strategic Equity Capital plc

4.  Full name of shareholder(s) (if different from 3.)
    
    HSBC Global Custody Nominees Limited

5.  Date of the transaction (and date on which the threshold is crossed
    or reached if different):
    
    11 May 2007

6.  Date on which issuer notified:
    
    14 May 2007

7.  Threshold(s) that is/are crossed or reached:
   
    Now less than 16%

8.  Notified details:



A. Voting rights attached to shares

Class/type of shares (if possible using the Ordinary (GB0009422097)
ISIN code)

Situation previous to      Resulting situation after the triggering transaction
the triggering
transaction

Number of  Number of      Number of    Number of voting      % of voting rights
Shares     Voting         shares       rights
           Rights
                          Direct       Direct   Indirect     Direct   Indirect
           7,183,000                           7,183,000              15.371% of
                                                                      class


B. Financial Instruments


Resulting situation after the triggering transaction
Type of       Expiration   Exercise/          Number of voting  % of voting
financial     date         Conversion Period/ rights that may   rights
instrument                 Date               be acquired if
                                              the instrument is
                                              exercised/
                                              converted





Total (A+B)
Number of voting rights              % of voting rights
7,183,000                            15.371% of class



9.  Chain of controlled undertakings through which the voting rights and/or
    the financial instruments are effectively held, if applicable:



Proxy Voting:

10.  Name of the proxy holder:

11.  Number of voting rights proxy
     holder will cease to hold:

12.  Date on which proxy holder
     will cease to hold voting
     rights:

13.  Additional information:

14:  Contact name:

15.  Contact telephone number:



Notes to the Forms

(i) This form is to be sent to the issuer or underlying issuer and to be filed
with the competent authority.

(ii) Either the full name of the legal entity or another method for identifying
the issuer or underlying issuer, provided it is reliable and accurate.

(iii) This should be the full name of (a) the shareholder; (b) the person
acquiring, disposing of or exercising voting rights in the cases provided for in
DTR5.2.1 (b) to (h); (c) all the parties to the agreement referred to in
DTR5.2.1 (a), or (d) the direct or indirect holder of financial instruments
entitled to acquire shares already issued to which voting rights are attached,
as appropriate.

In relation to the transactions referred to in points DTR5.2.1 (b) to (h), the
following list is provided as indication of the persons who should be mentioned:

- in the circumstances foreseen in DTR5.2.1 (b), the person that acquires the
voting rights and is entitled to exercise them under the agreement and the
natural person or legal entity who is transferring temporarily for consideration
the voting rights;

- in the circumstances foreseen in DTR 5.2.1 (c), the person holding the
collateral, provided the person or entity controls the voting rights and
declares its intention of exercising them, and person lodging the collateral
under these conditions;

- in the circumstances foreseen in DTR5.2.1(d), the person who has a life
interest in shares if that person is entitled to exercise the voting rights
attached to the shares and the person who is disposing of the voting rights when
the life interest is created;

- in the circumstances foreseen in DTR5.2.1 (e), the parent undertaking and,
provided it has a notification duty at an individual level under DTR 5.1, under
DTR5.2.1 (a) to (d) or under a combination of any of those situations, the
controlled undertaking;

- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of the
shares, if he can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares allowing the deposit
taker to exercise the voting rights at his discretion;

- in the circumstances foreseen in DTR5.2.1 (g), the person that controls the
voting rights;

- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if he can
exercise the voting rights at his discretion, and the shareholder who has given
his proxy to the proxy holder allowing the latter to exercise the voting rights
at his discretion.

(iv) Applicable in the cases provided for in DTR 5.2.1 (b) to (h). This should
be the full name of the shareholder who is the counterparty to the natural
person or legal entity referred to in DTR5.2.

(v) The date of the transaction should normally be, in the case of an on
exchange transaction, the date on which the matching of orders occurs; in the
case of an off exchange transaction, date of the entering into an agreement.

The date on which threshold is crossed should normally be the date on which the
acquisition, disposal or possibility to exercise voting rights takes effect (see
DTR 5.1.1R (3)). For passive crossings, the date when the corporate event took
effect.

(vi) Please refer to the situation disclosed in the previous notification, In
case the situation previous to the triggering transaction was below 3%, please
state 'below 3%'.

(vii) If the holding has fallen below the minimum threshold , the notifying
party should not be obliged to disclose the extent of the holding, only that the
new holding is less than 3%.

For the case provided for in DTR5.2.1(a), there should be no disclosure of
individual holdings per party to the agreement unless a party individually
crosses or reaches an Article 9 threshold. This applies upon entering into,
introducing changes to or terminating an agreement.

(viii) Direct and indirect

(ix) In case of combined holdings of shares with voting rights attached 'direct
holding' and voting rights 'indirect holdings', please split the voting rights
number and percentage into the direct and indirect columns-if there is no
combined holdings, please leave the relevant box blank.

(x) Voting rights to shares in respect of which the notifying party is a direct
shareholder (DTR 5.1)

(xi) Voting rights held by the notifying party as an indirect shareholder (DTR
5.2.1)

(xii) If the holding has fallen below the minimum threshold, the notifying party
should not be obliged to disclose the extent of the holding, only that the new
holding is below 3%.

(xiii) date of maturity / expiration of the finical instrument i.e. the date
when the right to acquire shares ends.

(xiv) If the financial instrument has such a period-please specify the period-
for example once every three months starting from the (date)

(xv) The notification should include the name(s) of the controlled undertakings
through which the voting rights are held. The notification should also include
the amount of voting rights and the percentage held by each controlled
undertaking, insofar as individually the controlled undertaking holds 5% or
more, and insofar as the notification by the parent undertaking is intended to
cover the notification obligations of the controlled undertaking.

(xvi ) This annex is only to be filed with the competent authority.

(xvii) Whenever another person makes the notification on behalf of the
shareholder or the natural person/legal entity referred to in DTR5.2 and DTR5.3




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