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

FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION

(a) Identity of the party to the offer making the disclosure: ARMOUR GROUP PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each party to the offer
HAWK INVESTMENT HOLDINGS LIMITED (45,186,582 ordinary shares)
ARMOUR GROUP PLC
(d) Is the party to the offer making the disclosure the offeror
or the offeree? OFFEREE
(e) Date position held: 19 DECEMBER 2014
(f) Has the party previously disclosed, or is it today NO
disclosing, under the Code in respect of any other party to
this offer?
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security: ORDINARY SHARES OF ARMOUR GROUP PLC Interests Short positions
Number % Number %
(1) Relevant securities owned and/or
controlled: 45,186,582
46.6
% NONE
(2) Derivatives (other than options): NONE NONE
(3) Options and agreements to
purchase/sell: NONE NONE
TOTAL: 45,186,582
All interests and all short positions should be disclosed.
46.6
% NONE
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists: NONE
Details, including nature of the rights
concerned and relevant percentages: NONE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):
NONE
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:
EDWARD MORTON: 1,800,000 ORDINARY SHARES OF ARMOUR GROUP PLC (1.9%) CHARLES MORTON: 1,800,000 ORDINARY SHARES OF ARMOUR GROUP PLC (1.9%) ROBERT MORTON: 1,800,000 ORDINARY SHARES OF ARMOUR GROUP PLC (1.9%) ANDREW MORTON: 1,800,000 ORDINARY SHARES OF ARMOUR GROUP PLC (1.9%) A.L.R (BOB) MORTON: 37,986,582 ORDINARY SHARES OF ARMOUR GROUP PLC (39.1%)
including members of a concert party detailed in the circular to shareholders of 28 January 2011
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
If there are no such agreements, arrangements or understandings, state "none"

NONE
(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none" NONE
(c) Attachments
Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO Supplemental Form 8 (SBL) NO

Date of disclosure: 22 DECEMBER 2014
Contact name: MARK WILSON Telephone number: +44 (0) 1634 673 172
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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