Acquisition

Wolseley PLC
30 July 2004

                                  NEWS RELEASE
                                  30 July 2004

Wolseley announces the conditional acquisition of Brooks Group Limited, the
Ireland based timber and builders merchant for an estimated consideration of
£120 million, together with the conditional sale of a number of Brooks Group
freehold and leasehold properties for a minimum net consideration of £35 million

Wolseley plc, the world's leading specialist trade distributor of plumbing,
heating and building materials products, announced today that one of its wholly
owned subsidiaries has made an offer to purchase the entire share capital of
Brooks Group Limited ('Brooks'), a leading Ireland based timber and builders
merchant, from UPM-Kymmene Corporation ('UPM'). The offer is conditional upon
approval of the appropriate competition authorities.

The acquisition of Brooks is in line with Wolseley's strategy of expanding its
European operations into heavyside, spares and industrial and commercial
markets. The estimated cash consideration of €183 million (£120 million),
excluding net €30 million cash and bank balances acquired, will be financed from
Wolseley's existing resources. The acquisition is expected to complete within
the next two months. The final purchase price will be based upon the audited net
assets as at the date of completion.

Wolseley has also signed today an agreement, conditional upon completion of the
Brooks transaction, to sell a number of freehold and leasehold properties for a
net aggregate consideration of not less than €53 million (£35 million).


The Brooks business

Brooks is the largest timber distributor and the third largest builders merchant
in the combined Republic of Ireland and Northern Ireland ('Ireland') markets.
Brooks conducts its business through a broad network of 18 branches located
throughout Ireland and currently employs approximately 430 employees. For the
year ended 31 December 2003, Brooks reported sales of €195 million (£128
million) and operating profit, before goodwill amortisation, of €9.4 million
(£6.2 million). Net assets, excluding debt, at that date were €57.4 million
(£37.8 million).

The key operational management of Brooks will remain with the business and join
the Wolseley group reporting to Adrian Barden, Managing Director, Wolseley UK.


Acquisition benefits

Wolseley believes that there will be significant opportunities for synergies
between Brooks and Heatmerchants, which is Wolseley's leading lightside
distributor in Ireland, as well as between Brooks and Wolseley's other building
materials businesses in the UK, France and the USA. Benefits are expected to be
generated from diversification by product, by customer and by geography and from
the use in both Brooks and Heatmerchants of the 'branch within a branch' concept
which has been so successful in Wolseley UK.

Under the 'branch within a branch' concept in the UK, additional sales have been
generated at low incremental cost from existing floor space by the installation
of trade counters from one business stream into another; for example, a Hire
Center counter into a Build Center. This concept facilitates cross selling a
wider product range to existing customers and helps attract new customers for
the existing business stream.


Financial effects of acquisition

The acquisition is expected to be earnings enhancing from the outset. Following
the planned disposal of the property referred to above, the return on capital is
expected to achieve Wolseley's normal return target, which is an incremental
return of at least 5% over the gross weighted average cost of capital, within
the first three years following the acquisition.

Excluding the Brooks acquisition, Wolseley has completed 15 acquisitions in the
financial year to date at an aggregate spend of £123 million.

Charlie Banks, Group Chief Executive of Wolseley said:

'We are delighted to announce this acquisition which is in line with our
strategy to expand our heavyside operations in Europe. Brooks is an excellent
company and, along with Heatmerchants, our plumbing and heating distributor,
provides Wolseley with a platform for further organic growth in the Ireland
market. We look forward to welcoming the Brooks management and employees into
the Wolseley group and to driving the business forward together.'

Note: An exchange rate of £1 = €1.52 has been used throughout this announcement.



Enquiries:

Wolseley plc 0118 929 8700
Steve Webster
Group Finance Director

Brunswick 020 7404 5959
Andrew Fenwick
Nina Coad



Notes to Editors

Wolseley plc is the world's largest specialist trade distributor of plumbing and
heating products and a leading supplier of building materials to professional
contractors in North America, the UK and Continental Europe. Group sales for the
year ended 31 July 2003 were approximately £8.2 billion and operating profit,
before goodwill, was £473 million. Wolseley has around 47,000 employees
operating in 13 countries namely: UK, USA, France, Canada, Ireland, Italy, The
Netherlands, Switzerland, Austria, Czech Republic, Hungary, Luxembourg and
Denmark. Wolseley is listed on the London and New York Stock Exchanges (LSE:
WOL.L, NYSE: WOS) and is in the FTSE 100 listed companies.

Heatmerchants supplies professional contractors with general heating and
plumbing products. It was acquired by Wolseley plc in 1999 with 20 branches. It
currently has 50 branches and employs over 400 people. The company has a
nationwide presence across the Republic of Ireland and all of its branches are
fed from a central distribution warehouse that is based in Athlone, in central
Ireland.




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