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11th April 2005

Phoenix Venture Holdings Ltd

At a meeting on Monday 11 April 2005, Carl Chinn and Nigel Petrie agreed to act as trustees for the Phoenix Consortium shareholding in Phoenix Venture Holdings Ltd.

The trust will be known as the “Phoenix Trust” and will hold all beneficial rights to the 40% shareholding held individually by John Towers, John Edwards, Nick Stephenson and Peter Beale. Initially, the voting rights associated with this shareholding will be retained by the four shareholders, whilst matters become clearer. However, it is intended that these rights will pass to the trust in due course.

The trustees will be given complete discretion to allocate any funds in the trust to help the families and dependants of the Longbridge workforce.

John Towers said “It is not yet clear what the value of the PVH shares is. PVH has significant assets totaling around £50 million but we believe a reasonable estimate of its present value is between £10 million and £30 million. However it is important to note that this value is subject to attack by 3rd parties associated with the administration of other parts of the PVH Group”.

“The Phoenix Directors have also offered these assets to PWC to help fund the administration process of MG Rover Group Ltd and Powertrain Ltd which would make less assets available to the trust but this route would clearly also be of benefit to the Longbridge workforce”.

Commenting on this proposal, Carl Chinn and Nigel Petrie said “We acknowledge the responsibility placed on us to fulfill this important role in support of the Longbridge workforce, at such a critical time. We will be acting on a purely voluntary and independent basis”.

Subject to agreement with the Administrator for MG Rover Group, the trust will also seek to incorporate and protect heritage assets associated with the Longbridge site.

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