Holding(s) in Company

Headlam Group PLC
03 June 2004

                               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 8,355,301 shares which are held in portfolios managed by us on a
discretionary basis for clients under investment management agreements.

Included in this figure are:-

(1)   4,890,890 shares held in (a) unit trust(s) operated and managed by an 
      affiliated company, Schroder Unit Trusts Limited (SUTL), and registered or 
      to be registered in the name of Chase Nominees Limited.

(11)  304,812 shares registered or to be registered in the name of our
      wholly-owned subsidiary nominee company, Schroder Nominees Limited 
      (Schroder Nominees).

(111) 3,159,599 shares neither registered nor to be registered in the name of 
      Schroder Nominees Limited. The registration details are shown on enclosed
      schedule A.

An affiliated company, Schroder Investment Management North America Limited
(SIMNA Limited), is managing (a) portfolio(s) on a similar basis holding a
further 961,473 shares. These shares are registered or to be registered in the
name of Chase Nominees Limited.

We believe that we and our subsidiary and affiliated company are therefore
interested in an overall aggregate of 9,316,774 shares, representing some
10.912% of the total number of shares in issue, namely 85,383,692.

This notification is made to you:-

(a)   in respect of our interest as investment managers,

(b)   on behalf of SIMNA Ltd and SUTL 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 SIMNA Ltd, SUTL and ourselves.

 The registration details enclosed on Schedule A are shown below

                Registration                                           Amount

                British Coal Staff Superannuation a/c P                1,053,103

                Brown Brothers Harriman                                    5,183

                Chase Nominees Limited                                   762,724

                Chase Manhattan                                           19,797

                Banque Nationale de Paris                                 17,415

                Banque Internationale a Luxembourg                       137,500

                HSBC Global Custody Nominee (UK) Ltd a/c 771401           55,200

                Mineworkers Pension Scheme a/c R                       1,099,785

                Bermuda Trust (Far East) Limited                           2,715

                Bermuda Trust (Singapore)                                  6,177

                                                                       3,159,599

June 2nd, 2004

End


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