SAR - Roxspur plc

Schroders PLC
22 August 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.

Date of disclosure:     22/08/01

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

Date of acquisition     21/08/01

Acquisition in          Roxspur PLC

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

10p ordinary shares      400,000 shares


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

7,922,483 shares (15.514%)                                            (15.514%)




(3)     Party making disclosure     Schroders plc

4)     (a)     Name of person acquiring       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 (see SAR 5)


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)

                         ___________________________

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