SAR - HELPHIRE GROUP PLC

    Amvescap PLC

FORM SAR 3


Lodge with a RIS or Newstrack if appropriate and the Takeover Panel.
A copy must also be sent to the company the shares of which are acquired

                                                          Date of disclosure 8 DECEMBER 2003

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

Date of acquisition  5 DECEMBER 2003

Acquisition in (name of company) ... HELPHIRE GROUP PLC

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

      ORDINARY 5P                   950,000   shares               -
      -                             N/A       rights               -

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

      33,087,058 (28.54%)                   -                     33,087,058 (28.54%)

   (3)Party making disclosure ..... AMVESCAP PLC

   (4)(a)  Name of person acquiring shares or rights over shares
            ... DISCRETIONARY MANAGED CLIENTS OF AMVESCAP
           and, if different, beneficial 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 ... R. CLYDE

(Also print name of signatory) ....... ROBERT CLYDE

Telephone and extension number ...... 020 7065 3720

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, Monitoring
Section.

Tel. No: 020 7638 0129. Email:[e-mail]