SAR - Carillion PLC

Schroders PLC
14 November 2002

                                                                      FORM SAR 5

Lodge with a RIS or Newstrack and the Takeover Panel. A copy must also be sent
to the company the shares of which are being sold.

Date of disclosure:     14/11/02

      DISCLOSURE UNDER NOTE 3 ON RULE 5 OF THE RULES GOVERNING SUBSTANTIAL
                        ACQUISITIONS OF SHARES ('SARs')

Date of sale     13/11/02

Sale of          Carillion Plc

                                   Number of shares/rights over       If rights over shares sold, as
    1)     Class of voting shares  shares sold                        opposed to the shares themselves,
    (e.g. ordinary shares)                                            specify nature of rights


Ordinary 50p shares                         581,022     shares

                                                        rights


                                    Resultant total holding of rights  Total percentage
    2)     Resultant total holding  over shares (and % of total voting
    of voting shares (and % of      shares in issue)
    total voting shares in issue)


            39,968,640 (18.783%)                               ( %)          18.783%




(3)     Party making disclosure     Schroders plc


                                                       
        4)     (a)     Name of person selling shares  Schroders plc on behalf of
        or rights over shares and, if different,      institutional clients on
        beneficial owner                              a non-beneficial basis


             (b)     Names of any other persons
        acting by agreement or understanding




Signed, for and on behalf of the party named in (3) above

(Also print name of signatory)     Alison Dunn (Regulatory Reporting Officer)

Telephone and extension number     020 7658 2959 (Direct line)

                          ___________________________

For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs. If in doubt, contact the Panel on Takeovers and Mergers, Tel. No.: 020
7638 0129.


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