SAR - Keller Group PLC

Schroders PLC
18 December 2002

                                                                      FORM SAR 3

Lodge with a RIS or Newstrack if appropriate and the Takeover Panel.

A copy must also be sent to the company the shares of which are acquired.

Date of disclosure

 18/12/02



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

Date of acquisition

 17/12/02



Acquisition in (name of company)

 Keller Group Plc



1. Class of voting shares (eg ordinary shares)

 10p Ordinary Shares



Number of shares/rights over shares acquired

400,000                          Shares         NIL                    Rights

If rights over shares acquired, as opposed to the shares themselves, specify
nature of rights

 N/A



2. Resultant total holding of voting shares (and % of total voting shares in
issue)

10,112,778                                            16.112%

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

 N/A                                                  %

Total percentage

16.112%

3. Party making disclosure

 Schroders Plc on behalf of institutional clients on a non-beneficial basis

4. (a) Name of person acquiring shares or rights over shares

 Schroders Plc on behalf of institutional clients on a non-beneficial basis

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)

 Alison Dunn



Telephone and extension number

 020 7658 2959



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, Monitoring
Section. Tel. No: 020 7638 0129.

Email:[e-mail]


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