SAR - Keller Group PLC

Schroders PLC
12 September 2001

                                                                                
                                                      FORM SAR 3

Lodge with Company Announcements Office (which will publicise and copy to the
Panel). A copy must also be sent to the company the shares of which are
acquired.

Reference:  Date of disclosure:     12/09/01

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

Date of acquisition     10/09/01

Acquisition in          Keller Group PLC

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

10p ordinary shares      80,000 shares
                                rights


(2) Resultant total       Resultant total        Total percentage
    holding of            holding of rights         
    voting shares (and %  over shares (and %
    of % of total voting  of % of total voting 
    shares in issue)      in issue)    
                          
11,369,095                                               ( 20.01%)              



(3)     Party making disclosure     Schroders PLC

                                              
(4)     (a)     Name of person                Schroders PLC on behalf of
        acquiring shares or rights over       institutional clients on a
        shares and, if different, beneficial  non-beneficial basis
        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)     Brenda Versteeg (Compliance Reporting
Assistant)

Telephone and extension number     020 7658 2962 (Direct line)

                         ___________________________

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
7638 0129

12.7.00