Issuer Delisting; Notice of Application of VI Group, plc, To Withdraw Its American Depositary Shares Evidenced by American Depositary Receipts (Each American Depositary Share Evidencing Ordinary Shares), 0.50 Pence Par Value Per Registrant, From Listing and Registration on the American Stock Exchange LLC File No. 1-31469

On July 23, 2004, VI Group, plc, an England and Wales corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw its american depositary shares evidenced by american depositary receipts (each american depositary share evidencing ordinary shares), 0.50 pence par value per registrant (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on April 21, 2004 to withdraw the Issuer's Security from listing on the Amex. The Board states that the reasons it is taking such action are as follows: Although the Security has been listed since October 2002, the number of United States shareholders who had bought the Security was disappointingly small, and the costs of maintaining the listing, including the Commission's registration cost, were significant. The Issuer states that Security has been listed on the Amex for over a year and despite considerable efforts to generate liquidity in the Security, the trading volume and number of shareholders remains exceptionally low. In addition, the costs of regulatory compliance have escalated dramatically. The Issuer also states that the Security will continue to be traded in the United States on the over-the-counter-market. Further, the ordinary shares of the Issuer will continue to be traded on the London Stock Exchanges' Alternative Investment Market.

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in effect in England and Wales, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Security from listing on the Amex and from registration under Section 12(b) of the Act, and shall not affect its obligation to be registered under Section 12(g) of the Act.

Any interested person may, on or before August 20, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-31469 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-31469. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( http://www.sec.gov/rules/delist.shtml ). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.