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Vosper Thornycroft (VSP)

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Monday 08 October, 2001

Vosper Thornycroft

Holding in Company

Vosper Thornycroft Holdings PLC
8 October 2001


                  DEALINGS BY SUBSTANTIAL SHAREHOLDERS


1)   NAME OF COMPANY

VOSPER THORNYCROFT HOLDINGS PLC

2)   NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

SCHRODER INVESTMENT MANAGEMENT LIMITED

3)   Please state whether notification indicates that it is in respect of 
     holding of the Shareholder named in 2 above or in respect of a 
     non-beneficial interest or in the case of an individual holder if it is a
     holding of that person's spouse or children under the age of 18

SEE SCHEDULE BELOW

4)   Name of the registered holder(s) and, if more than one holder, the 
     number of shares held by each of them.

NON BENEFICIAL

5)   Number of shares/amount of stock acquired.

NIL

6)   ( NIL %) of issued Class

7)   Number of shares/amount of stock disposed

59,470

8)   (0.179%) of issued Class

9)   Class of security

ORDINARY SHARES OF 25p EACH

10)  Date of transaction

NOT ADVISED

11)  Date company informed

31 AUGUST 2001

12)  Total holding following this notification

4,588,528
               
13)  Total percentage holding of issued class following this notification

13.798%

14)  Any additional information



15)  Name of contact and telephone number for queries

P G DAWES    023 8042 6103

16)  Name and signature of authorised company official responsible for 
     making this notification

     Date of Notification ..8/10/2001............



Letter to:  Vosper Thornycroft Holdings Plc

25p ORDINARY SHARES ('SHARES')

We write to advise you that we, Schroder Investment Management Limited, have an 
interest in 4,393,528 shares which are held in portfolios managed by us on a 
discretionary basis for clients under investment management agreements.

Included in this figure are:-

(i)   1,490,078 shares registered or to be registered in the name of our wholly-
owned subsidiary nominee company, Schroder Nominees Limited (Schroder Nominees),

(ii)  520,855 held in (a) unit trust(s) operated and managed by another wholly-
owned subsidiary, Schroder Unit Trusts Limited (SUTL), and registered or to be 
registered in the name of Chase Nominees Limited,

(iii) 2,382,595 either registered nor to be registered in the name of Schroder 
Nominees Limited. The registration details are shown on the schedule below.

An affiliated company, Schroder Investment Management North America Inc (SIMNA 
Inc), is managing a portfolio on a similar basis holding a further 195,000 
shares. This holding is registered or to be registered in the name of Chase 
Nominees Limited.

We believe that we and our subsidiary and affiliated companies are therefore 
interested in an overall aggregate of 4,588,528 shares, representing some 
13.849% of the total number of shares in issue, namely 33,133,659 shares.

This notification is made to you:-

(a) in respect of our interest as investment managers and also by virtue of the 
fact that we are the parent company of SUTL

(b) on behalf of SUTL in relation to the interests they are treated as having 
respectively under the Companies Act 1985 (the Act), and

(c) on behalf of Schroders plc., our holding company which is treated as having 
an interest in all of the above shares under the Act by virtue of its ownership 
of ourselves.

We shall be grateful if you will kindly confirm the total number of shares 
currently in issue. 

In addition please let me know whether your company or any of its subsidiaries 
is either:-

(i)   authorised by any of the Financial Services Act 1986 (FSA) regulators, 
namely IMRO, PIA or SFA, or by any regulator in the European Union outside the 
United Kingdom, or

(ii)  a listed money market institution under Section 43 FSA, or

(iii) an authorised insurance company.
 

Letter from: Schroders Investment Management Limited



                                SCHEDULE

REGISTRATION                                          AMOUNT

British Coal Staff Superannuation a/c: P             242,000
BT Globenet Nominees Ltd. a/c: 6B                    102,000
Chase Manhattan Bank                                 110,000
Mineworkers' Pension Scheme a/c: R                   125,000
Morgan Nominees Limited a/c: GRL - crest ID:AG01      65,500
Morgan Nominees Ltd a/c: A                             5,000
Morgan Nominees Ltd: a/c B                           140,500
MSS Nominees Ltd A/C: 756593                          37,000
MSS Nominees Ltd A/C: 809797                          80,361
MSS Nominees Ltd A/C: 831286                         541,318
Network Nominees (Six) Ltd                           200,000
Nortrust Nominees Ltd                                252,592
Nortrust Nominees Ltd a/c SRC13                       20,500
Nutraco Nominees Ltd a/c: GWPPCIF                    230,000
Nutraco Nominees Ltd a/c: GWPPMPS                     41,000
RBSTB Nominees Ltd                                    92,000
RBSTB Nominees Ltd a/c: AAUKPS                        38,500
RBSTB Nominees Ltd a/c: ESPSBEB                       59,324
 
                                                   2,382,595