SAR - Keller Group plc

Schroders PLC
5 December 2001

                                                                    FORM SAR 5

Lodge with Company Announcements Office and Newstrack, if appropriate, and the
Takeover Panel. A copy must also be sent to the company the shares of which
are being sold.

Date of disclosure:     05/12/01

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

Date of sale:     04/12/01

Sale of:          Keller Group Plc

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

Ordinary 10p shares    150,000 shares

                               rights


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


        10,208,677 (17.962 %),                            ( %)       17.962%




(3)     Party making disclosure     Schroders plc

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