SAR - TBI plc

Schroders PLC
15 August 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:     15/08/01

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

Date of sale     13/08/01

Sale of          TBI 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 10p shares              83,250,000     shares                      
                                                  rights                      
                                                                              
  2)     Resultant total holding of         Resultant total   Total percentage
  voting shares (and % of total           holding of rights                   
  voting shares in issue)                over shares (and %                   
                                            of total voting                   
                                           shares in issue)  
                 
  11,607,228     (2.077 %)                             ( %)          (2.077 %)

(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 (Regulatory Reporting Officer)

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.

12.7.00