Response to Annct by Heron Cp

Crest Nicholson PLC
07 April 2005


7 April 2005

Crest Nicholson PLC ("Crest Nicholson" or the "Company")

Crest Nicholson notes the announcement made by Heron Corporation ("Heron") this
morning, stating its intention to vote against Resolutions 7 and 8 which will be
put to shareholders at the Company's AGM tomorrow.

Resolution 7 relates to the authority to allot shares other than in accordance
with pre-emption rights. The Board notes that in the Resolution it is stated
that "the Board does not have any intention at the present time of exercising
this authority other than in relation to the exercise of options under the
Company's employee share schemes".

Resolution 8 relates to the authority of the Company to purchase its own shares.
The Board notes that in the Resolution it is stated that "your Directors will
only make use of the authority when satisfied that it is in the interests of the
Company so to do. In considering the purchase by the Company of its own shares,
the Directors (....) will only consider making purchases if they believe that
the earnings per Ordinary share will be improved by such purchases."

As Resolutions 7 and 8 are to be proposed as special resolutions, requiring the
approval of 75% of those voting, and given the size of Heron's shareholding in
the Company, the Board expects that if Heron continues to adopt its indicated
strategy, Resolutions 7 and 8 will not be passed.

The Board is disappointed by Heron's stance in respect of these two standard AGM
resolutions.

In relation to Heron's announcement on 16 March 2005, the Board of Crest
Nicholson reiterates that it has its fiduciary duties to shareholders uppermost
in its mind. Even at the top of the range indicated by Heron, Heron's proposal
significantly undervalues Crest Nicholson.


ENQUIRIES

Brunswick Group LLP                               [phone]
Andrew Fenwick
Kate Miller


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