API Group plc ("API" or the "Company") Response to Publication of Offer Document by Cedar 2015 Limited, an Indirect Subsidiary of Steel Partners Holdings L.P. for API

STOCKPORT, UNITED KINGDOM--(Marketwired - Feb 5, 2015) -  On 5 February 2015, Cedar 2015 Limited ("Cedar"), an indirect subsidiary of Steel Partners Holdings L.P. ("Steel"), published the full terms and conditions of its cash offer of 60 pence per API (AIM: API) (OTC PINK: APIGF) share (the "Offer") to acquire the entire issued and to be issued ordinary share capital of API not already owned by Steel and its subsidiary undertakings.

The board of directors of API (the "API Board") strongly recommends that API shareholders take no action at present and await the API Board's response to the Offer, which it will publish within 14 days of the date of the Offer.

Numis Securities Limited (which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) are acting exclusively for API and no one else in connection with the Offer and this Announcement and will not be responsible to anyone other than API for providing the protections afforded to clients of Numis Securities Limited nor for providing advice in connection with the Offer or any matter referred to herein.

This Announcement has been prepared for the purpose of complying with English law and the City Code on Takeovers and Mergers and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Notice to overseas shareholders

The ability of API shareholders who are not resident in and citizens of the United Kingdom to accept the Offer (if made) may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements.

Copies of this announcement will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where the publication or distribution of such documentation is restricted . Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in or into any jurisdiction where the publication or distribution of such documentation is restricted.

Disclosure requirements of the City Code on Takeovers and Mergers (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this Announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at http://www.apigroup.com by no later than 12 noon (London time) on the Business Day following the date of this Announcement.

Neither the content of the website referred to in this Announcement nor the content of any websites accessible from hyperlinks on the Company's websites (or any other websites) is incorporated into, or forms part of, this Announcement.

A hard copy of this Announcement will be sent to API shareholders, free of charge. API shareholders may also request that all future documents, Announcements and information to be sent to them in relation to the Offer should be in hard copy form by contacting Company Secretary, Claire Chadwick, on +44 (0) 1625 650 570.