SAR - CML Microsystems PLC

Prudential PLC
4 December 2001


                                                          FORM SAR 3


                                       Date of disclosure..04-Dec-01..

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

                 
Date of acquisition..03-Dec-01..............................................

Acquisition in.......CML Microsystems plc..................(name of company)


(1) Class of voting shares    Number of shares/rights   If rights over shares
    (eg ordinary shares)      over shares acquired      acquired, as opposed
                                                        to the shares
                                                        themselves, specify
                                                        nature of rights

    ..ORD GBP 0.05........    .....250,000.....shares   ......N/A.............
                              .....0...........rights


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

    ..2,353,500............   ......0..........( 0% )   ..2,353,500...(16.1%)


(3) Party making disclosure...Prudential plc.................................  

(4)  (a)  Name of person acquiring shares or rights over shares M&G Investment  
                                                                Management Ltd
          and, if different, beneficial owner...Prudential plc........ 

     (b)  Names of any other persons acting by
          agreement or understanding (see SAR 5).....N/A.....................


Signed, for and on behalf of the party named in (3) above....................

(Also print name of signatory)....Tom Dowler.................................

Telephone and extension number....020 7548 3427..............................


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, 
Tel. No: 020 7382 9026.