SAR - Compel Group plc

Schroders PLC
9 August 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:     09/08/01

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

Date of acquisition     08/08/01

Acquisition in          Compel Group Plc

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

5p ordinary shares          90,000 shares

                                   rights


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


          4,924,854 ( 16.236%)                                      (16.236%)




(3)     Party making disclosure     Schroders Plc

                                              
        (4)     (a)     Name of person        Schroders Plc on behalf of
        acquiring shares or rights over       institutional clients on a
        shares and, if different, beneficial  non-beneficial basis
        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)     Alison Dunn

Telephone and extension number     020 7658 2059 (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