SAR - Zetters Group plc

Schroders PLC
17 December 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:     17/12/01

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

Date of acquisition     13/12/01

Acquisition in    Zetters Group Plc


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

5p ordinary shares          73,293 shares

                                   rights



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


    4,506,037 ( 19.147%)                                          ( 19.147%)




(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)     Alison Dunn (Regulatory Reporting Officer)

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