SAR - Keller Group Plc

Schroders PLC
12 November 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.

Reference:                         Date of disclosure:     12/11/01


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

Date of sale     09/11/01

Sale of          Keller Group Plc          (name of company)

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

    Ordinary 10p shares   200,000 shares

                                  rights


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


    11,240,064     (19.778 %)                            ( %)         (19.778%)


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

Telephone and extension number     020 7658 2962 (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.


12.7.00