Holding in Company

Headlam Group PLC
9 November 2001


Headlam Group plc - DISCLOSURE OF INTEREST IN SHARES

Headlam Group plc has today received the following notification in respect of
notifiable interests in the ordinary voting shares of 5p of the company.

We write to advise you that we, Schroder Investment Management Limited, have
an interest in 10,713,557 shares which are held in portfolios managed by us on
a discretionary basis for clients under investment management agreements.

Included in this figure are:-

 i. 8,963,557 shares held in (a) unit trust(s) operated and managed by another
    wholly-owned subsidiary, Schroder Unit Trusts Limited (SUTL), and
    registered or to be registered in the name of Chase Nominees Limited

ii. 1,750,000 shares neither registered nor to be registered in the name of
    Schroder Nominees Limited. The registration details are shown below;


                         Registration                               Amount

Imperial Pensions Nominees Limited                                      600,000

Network Nominees (six) Limited                                          450,000

Nortrust Nominees Limited                                               700,000

TOTAL                                                                 1,750,000



We believe that we and our subsidiary and affiliated company are therefore
interested in an overall aggregate of 10,713,557 shares, representing some
12.77% of the total number of shares in issue, namely 83,910,670.

This notification is made to you:-

 a. in respect of our interest as investment managers and also by virtue of the
    fact that we are the parent company of SUTL,

 b. on behalf of SUTL and Schroder Hermes in relation to the interests they are
    treated as having respectively under the Companies Act 1985 (the Act), and

 c. on behalf of Schroders plc., our holding company, which is treated as
    having an interest in all of the above shares under the Act by virtue of
    its ownership of ourselves.



End