Holding in Company

Headlam Group PLC
21 November 2000


Headlam Group plc - DISCLOSURE OF INTEREST IN SHARES

Headlam Group plc announces that on 20 November 2000 it received the following
notification in respect of notifiable interests in the ordinary voting shares
of 5p of the company.

We write to advise you that we, Schroder Investment Management Limited, have
an interest in 13,552,263 shares which are held in portfolios managed by us on
a discretionary basis for clients under investment management agreements.

Included in this figure are:-

 i. 11,352,263 shares held in (a) unit trust(s) operated and managed by another
    wholly-owned subsidiary, Schroder Unit Trusts Limited (SUTL), and
    registered or to be registered in the name of Chase Nominees Limited
ii. 2,200,000 shares neither registered nor to be registered in the name of
    Schroder Nominees


         Limited. The registration details are shown below;

Registration                                                   Amount

Imperial Pensions Nominees Limited                             1,000,000
Network Nominees (six) Limited                                 400,000
Nortrust Nominees Limited                                      800,000
TOTAL                                                          2,200,000



Another affiliated company, Schroder Hermes, is managing 129,459 shares in (a)
portfolio(s) on a passive (index tracker) basis for clients under investment
management agreements. These shares are registered or to be registered in the
name of Chase Nominees Limited.

We believe that we and our subsidiary and affiliated company are therefore
interested in an overall aggregate of 13,681,722 shares, representing some
16.346% of the total number of shares in issue, namely 83,695,800.

This notification is made to you:-


        a.     in respect of our interest as investment managers and also by
        virtue of the fact that we are the parent company of SUTL,

        b.     on behalf of SUTL in relation to the interests they are treated
        as having respectively under the Companies Act 1985 (the Act), and

        c.     on behalf of Schroders plc., our holding company, which is
        treated as having an interest in all of the above shares under the Act
        by virtue of its ownership of ourselves.