SAR - TBI plc

Schroders PLC
3 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:     03/08/01

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

Date of sale     02/08/01

Sale of          TBI plc

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

Ordinary 10p shares    1,432,700 shares

                                 rights


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


         89,102,487 (15.943 %)     ( %)                              (15.943 %)




(3)     Party making disclosure     Schroders plc

                                              Schroders plc on behalf of
        4)(a) Name of person selling          institutional clients on a
        shares or rights over shares and, if  non-beneficial basis
        different, beneficial owner


        (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