SAR - Bespak plc

Schroders PLC
28 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:     28/12/01

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

Date of sale     27/12/01

Sale of Bespak 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)

10p Ordinary shares    40,000 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)


          5,015,009 (18.888%)                              ( %)        18.888%




(3)     Party making disclosure     Schroders plc


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


              (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)     Ian Chappell (Compliance Manager)

Telephone and extension number     020 7658 7941 (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.