SAR - Zetters Group plc

Schroders PLC
30 July 2001

                                                                   FORM SAR 3

Lodge with Company Announcements Office (which will publicise and copy to the
Panel). A copy must also be sent to the company the shares of which are
acquired.

Reference:                         Date of disclosure:     30/07/01

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

Date of acquisition     26/07/01

Acquisition in          Zetters Group Plc                         

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

  5p ordinary shares                300,000 shares                            
                                            rights                              
                                                                               

  (2)     Resultant total holding   Resultant total          Total percentage 
  of voting shares (and % of        holding of rights over                    
  total voting shares in issue)     shares (and % of total                    
                                    voting shares in issue)                   
           4,014,681 ( 17.396%)                                     ( 17.396%)  
    

(3)     Party making disclosure     Schroders plc

                                                                              
  (4)     (a)     Name of person            Schroders plc on behalf of        
  acquiring 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                                        
  (see SAR 5)                                                                 


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)
                          ___________________________

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 0129

12.7.00