SAR 3 - Blueheath Holdings

Schroders PLC
11 November 2005

                                                                      FORM SAR 3


                           DISCLOSURE OF ACQUISITIONS
       (Rule 3 of The Rules Governing Substantial Acquisitions of Shares)


Name of acquirer                                Schroders plc

Beneficial owner, if different from above       Clients under discretionary management agreements with Schroder
                                                Investment Management Limited and its associates and subsidiaries.

Names of any other persons acting by agreement  n/a
or understanding (see SAR 5)

Company dealt in                                Blueheath Holdings Plc

Class of voting shares (eg ordinary shares)     Ord 1p

Date of acquisition                             10.11.05



Number of shares acquired                       1,000,000

Number of rights over shares acquired #         n/a

Nature of rights over shares                    n/a



Total holding of voting shares (and percentage  8,866,725 (19.426%)
of total voting shares in issue)

Total holding of rights over shares (and        n/a
percentage of total voting shares in issue)

Combined total holding (and percentage) of      8,866,725 (19.426%)
voting shares and rights over shares







Date of disclosure                              11.11.05

Contact name                                    Albion Onojobi

Telephone number                                020 7658 2962


#  See the definition of 'rights over shares' in the Definitions Section of the
SARs.


For details of the SARs disclosure requirements, see SARs 3 and 5 and their
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.




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