SAR - Zetters Group PLC

Schroders PLC
26 September 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.

Date of disclosure:     26/09/01

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

Date of sale     25/09/01

Sale of          Zetters Group PLC

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

Ordinary 0.5p shares     105,000 shares
                                 rights



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


       4,392,655     (18.666%)                 ( %)                  (18.666%)




(3)     Party making disclosure     Schroders plc

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


            (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)     Brenda Versteeg (Regulatory Reporting
                                                    Officer)

Telephone and extension number     020 7658 2962 (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.


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