Morgan Stanley and Barclays Private Equity ("BPE") announced today that Morgan Stanley Private Equity ("MSPE") has agreed to acquire a 60 per cent stake in Zenith Vehicle Contracts Group Limited ("Zenith"), a provider of vehicle outsourcing and management services to the UK corporate sector, from funds advised by Barclays Private Equity and Zenith management. Zenith's management will retain a 40 per cent stake in the company.

Terms of the transaction were not disclosed.

Zenith is one of the UK's largest independent leasing, fleet management and vehicle outsourcing businesses. Founded in 1989 and headquartered in Leeds, the company manages over 27,000 vehicles on behalf of its corporate clients.

Brian Magnus, Head of MSPE in Europe, said, "We are delighted to invest in Zenith and to support its high calibre management team, which has successfully built the company over an extended period. We look forward to working closely with them to ensure its continued growth and success."

Andrew Cope, Chief Executive Officer of Zenith, said, "We are excited to welcome MSPE as our new partner and look forward to working closely on our shared vision developing the company's true potential in the coming years."

The transaction is subject to regulatory approval.

This transaction represents the sixth investment for Morgan Stanley Capital Partners V, the most recent fund raised by MSPE. Earlier deals include investments in McKechnie Aerospace, Tops Markets, Learning Care Group, Triana Energy and Breitenfeld.

About Morgan Stanley
Morgan Stanley Private Equity, part of Morgan Stanley Investment Management's Merchant Banking Division, makes private equity and equity-related investments on a global basis. Morgan Stanley Private Equity utilizes Morgan Stanley's vast resources, including the Firm's global franchise and relationships with leading corporate management teams and financial sponsors, to source attractive opportunities for its investment funds. Morgan Stanley's roots in private equity investing date back to 1985 with the Morgan Stanley Capital Partners private equity funds. To date, Morgan Stanley Private Equity and its predecessor funds have invested nearly $6.5 billion of equity across a broad spectrum of industries.

Morgan Stanley (NYSE: MS) is a leading global financial services firm providing a wide range of investment banking, securities, investment management and wealth management services. The Firm's employees serve clients worldwide including corporations, governments, institutions and individuals from more than 1,200 offices in 42 countries. For further information about Morgan Stanley, please visit www.morganstanley.com.

About Barclays Private Equity
Barclays Private Equity is one of the leading investors in mid market buy-outs in the UK and across Europe, with more than 350 transactions to its name, typically ranging in size from €50m to €500m.

In the UK, it has a sector focus on Consumer & Travel, Financial Services, Support Services and Specialist Engineering.

Established in 1979, it developed a UK regional network in the early nineties and the first European office, Paris, opened in 1990. In addition to the mid-market buy-out business Barclays Private Equity also has a separate team managing funds targeted at the infrastructure sector.

Barclays Private Equity Limited, a Barclays Capital Company, is authorised and regulated by the Financial Services Authority. Registered in England no. 1125740. Registered Office: 1 Churchill Place, London, E14 5HP. For further information, please visit www.bpe.com.

Media Relations Contacts
UK: Michael Wang,0207-425-2094
U.S.:Alyson Barnes,+1-212-761-5304