RNS Number:5122I
Schroder Investment Management Ltd
10 March 2003

                                                                      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: 10/03/03

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

Date of sale     06/03/03

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

25p Ordinary shares                                 548,000     shares

                                                                rights


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


                4,165,337( 17.960%)                                                                17.960%


(3)     Party making disclosure     Schroder Investment Management Limited


                                                     
        (4)     (a)     Name of person selling shares   Schroder Investment Management Limited on behalf of
        or rights over shares and, if different,        institutional clients on a non-beneficial basis
        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)     Duncan Murray

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.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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