Rule 8.3- Carillion PLC

Schroders PLC
21 February 2006

                                                                        FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)

1.         KEY INFORMATION

Name of person dealing  (Note 1)             Schroders plc

Company dealt in                             Carillion Plc

Class of relevant security to which the      Ordinary 50p
dealings being disclosed relate (Note 2)

Date of dealing                              20/02/06


2.         INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE


(a) Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)


                                                                  Long                    Short
                                                                  Number       (%)        Number    (%)
(1) Relevant securities                                             41,102,719    19.126%
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total


(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)


 Class of relevant security:                                      Long                   Short
                                                                  Number       (%)       Number    (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total



(c)        Rights to subscribe (Note 3)


Class of relevant security:                  Details






3.         DEALINGS (Note 4)



(a)        Purchases and sales4


Purchase/sale                                       Number of securities                Price per unit (Note 5)


Sale                                                               9,110                               335.761p



(b)        Derivatives transactions (other than options)


Product name, e.g.   Long/short (Note 6)      Number of securities (Note 7)      Price per unit (Note 5)
CFD



(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying


Product name,e.g.   Writing,         Number of           Exercise  Type, e.g.    Expiry    Option moneypaid
call option         selling,         securities to which price     American,     date      /received per
                    purchasing,      the option relates            European etc.           unit (Note 5)
                    varying etc.     (Note 7)








(ii)        Exercising


Product name, e.g. call option       Number of securities                Exercise price per unit (Note 5)






(d)        Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)       Details                             Price per unit (if applicable) (Note
                                                                         5)






4.         OTHER INFORMATION



Agreements, arrangements or understandings relating to options or derivatives



Full details of any agreement, arrangement or understanding between the person
disclosing and any other person relating to the voting rights of any relevant
securities under any option referred to on this form or relating to the voting
rights or future acquisition or disposal of any relevant securities to which any
derivative referred to on this form is referenced.  If none, this should be
stated.



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Is a Supplemental Form 8 attached? (Note 9)                    NO


Date of disclosure                                             21/02/06

Contact name                                                   Albion Onojobi

Telephone number                                               0207 658 2962

If a connected EFM, name of offeree/offeror with which
connected

If a connected EFM, state nature of connection (Note 10)

Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk


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