Heiton Group plc

Wednesday, 21 July 2004

Heiton Group plc (“Heiton”)

Grafton Group plc (“Grafton”)

 On 17 June 2004 Grafton  announced that it had been in discussions with the Board of Heiton with regard to a possible offer for the entire issued share capital of Heiton.  The announcement further stated that these discussions had culminated in a proposal to the Board of Heiton and that this proposal had been rejected by the Board of Heiton.  Grafton also stated in its announcement that it would continue to review its strategic options including the possibility of making an offer for Heiton.

 Following representations made by Heiton and its advisors, and correspondence with the advisors to both Grafton and Heiton, the Panel has ruled that, except with the consent of the Panel, Grafton must by 5.00 p.m. on Friday, 6 August, 2004 either announce an offer for Heiton under Rule 2.5 of the Takeover Rules or announce that it will not proceed with an offer for Heiton.

 In the event that Grafton announces that it will not proceed with an offer for Heiton it will, except with the consent of the Panel, be bound by the restrictions contained in Rule 2.8 of the Takeover Rules for 12 months from the date of such announcement

 21 July, 2004