SAR - Keller Group Plc

Schroders PLC
17 April 2003

                                                                      FORM SAR 3

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

Date of disclosure:     17/04/03

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

Date of acquisition     16/04/03

Acquisition in          Keller Group Plc

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

10p ordinary shares                                25,000 shares






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

10,408,457 shares (16.018%)                                                           (16.018%)


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


             (b)     Names of any other persons
        acting by agreement or understanding (see SAR 5)


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

(Also print name of signatory)     Duncan Murray

Telephone and extension number     020 7658 2962 (Direct line)

                          ___________________________

Note.     Under SAR 5, the holdings of and acquisitions by persons acting by
agreement or understanding must be aggregated and treated as a holding of or
acquisition by one person. Note 3 on SAR 5 requires persons who must aggregate
holdings to disclose certain disposals.

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 012


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