SAR - Compel

Schroders PLC
22 November 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.

Date of disclosure:     22/11/01

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

Date of acquisition     21/11/01

Acquisition in          Compel Group Plc

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

5p ordinary shares         570,000 shares

                                   rights



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


             5,571,717 ( 17.964%)                                   (17.964%)
                                                                       



(3)     Party making disclosure     Schroders Plc

                                              Schroders Plc on behalf of
        (4)     (a)     Name of person        institutional clients on a
        acquiring shares or rights over       non-beneficial basis
        shares and, if 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) Brenda Versteeg (Compliance Reporting Assistant)

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 0129


12.7.00