SAR - BPP Holdings PLC

Schroders PLC
22 January 2003


                                                                      FORM SAR 5

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:     22/01/03

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

Date of sale     20/01/03

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

Ordinary 10p shares                                503,010     shares                                                   
          
                                                               rights

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

                8,919,234 (15.762%)                               ( %)          15.762%




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

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.


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