SAR - Merant plc

Schroders PLC
15 January 2002

  

                                                               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.

Date of disclosure:     15/01/02
 
    DISCLOSURE UNDER NOTE 3 ON RULE 5 OF THE RULES GOVERNING SUBSTANTIAL
                       ACQUISITIONS OF SHARES ('SARs')
 
Date of sale:     11/01/02
 
Sale of          Merant plc                     

                                                                              
  1)     Class of         Number of shares/rights over    If rights over      
  voting shares (e.g.     shares sold                     shares sold, as     
  ordinary shares)                                        opposed to the      
                                                          shares themselves,  
                                                          specify nature of   
                                                          rights              
  Ordinary 2p shares      4,450,000     shares                                
                                        rights                                  
           
                                                                              
  2)     Resultant total holding   Resultant total holding   Total percentage 
  of voting shares (and % of       of rights over shares                      
  total voting shares in issue)    (and % of total voting                     
                                   shares in issue)                           
  15,693,775 (12.593%)             ( %)                           12.593%     

(3)     Party making disclosure     Schroders plc

                                                                              
4)     (a)     Name of person selling       Schroders plc on behalf of        
  shares or rights over shares and, if      institutional clients on a        
  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)     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.