Acquisition

Wolseley PLC
24 July 2006


                                  NEWS RELEASE

                                  24 July 2006

               Wolseley announces the conditional acquisition of
                  DT Group for €1,982 million (£1,353 million)

Offer for DT Group

Wolseley today announces that it has signed an agreement, conditional only upon
regulatory approval, to acquire DT Group (formerly known as Danske Traelast),
the Nordic region's leading distributor of building materials, from CVC Capital
Partners. Cash consideration of €1,498 million (£1,023 million) representing the
equity value of DT Group has been agreed which, including the assumption of net
debt as at 30 June 2006 of €484 million (£330 million), gives an enterprise
value of €1,982 million (£1,353 million). The acquisition will be financed using
debt.

DT Group's business

DT Group is the leading distributor of building materials for trade
professionals and consumers in the Nordic region, with operations in Denmark,
Finland, Sweden and Norway. Approximately 80% of its sales are through builders'
merchants to trade professionals, 13% to the DIY market, and 7% to the wholesale
market. For the year ended 31 January 2006, DT Group's audited accounts reported
revenue of €2.4 billion (£1.6 billion), EBITDA of €169.5 million (£115.7
million) and EBITA of €141.0 million (£96.2 million). Gross assets, excluding
debt, as at 31 January 2006 were €1.1 billion (£773.4 million). The unaudited
management accounts for the twelve months to 30 June 2006 show revenue of €2.5
billion (£1.7 billion), EBITDA of €184.7 million (£126.1 million) and EBITA of
€157.1 million (£107.3 million).

The business operates from approximately 256 locations across the Nordic region,
of which 175 are builders' merchants, 65 are DIY stores and 16 are wholesale
outlets. The company has approximately 8,000 employees.

Management

DT Group's President and CEO Steen Weirsoe (58) has over 30 years of industry
experience and will continue to have responsibility for the business as part of
Wolseley's European division, led by Europe CEO Rob Marchbank. All of the key
operational management and staff of DT Group will remain with the business and
join the Wolseley Group. In addition, a number of senior management from
Wolseley will be assigned to work with the existing management team and assist
with the integration into the Group.

Strategic Rationale

The acquisition of DT Group is in line with Wolseley's strategy of expanding its
operations by customer, product and geography. This transaction is particularly
attractive as it marks Wolseley's entry into the Nordic building materials
sector and strengthens the Group's footprint in the European construction
materials distribution market.

The construction materials distribution market in this region is worth €30
billion. The market remains fragmented, and with DT Group having less than 10%
market share there is good opportunity for growth. The Nordic economies are
robust with GDP growth rates that exceed Euro zone averages. In addition, with
low forecast unemployment and inflation, the markets look to remain strong going
forward.

Acquisition benefits

The DT Group has a strong financial track record with a successful history of
organic and acquisitive growth, as well as improved margins and working capital
efficiency. In addition to the market's strong anticipated growth, there are
significant opportunities to grow the business, organically, through
acquisitions, and through synergy benefits with the Wolseley Group.

Organic initiatives will include continued deeper geographic market penetration
and an extension of DT Group's branch format and product range. By focussing on
the 'branch within a branch' concept, which has been highly successful elsewhere
in the Group, there is an opportunity to extend the range in areas such as
plumbing, electrical and insulation.

The combined strength of DT Group's existing scale and Wolseley's resources
represent a significant opportunity for Wolseley to continue its bolt-on
acquisition strategy, to maintain its position as one of the leading
consolidators in the European market.

Additional benefits are expected from initiatives in conjunction with Wolseley
on purchasing and sourcing, reducing working capital, cost savings in IT and
indirect spend, all contributing to enhanced trading margins.

The combined effect of all these initiatives is expected, over time, to generate
additional pre-tax earnings in excess of 2% per annum of DT Group's existing
revenues.

Financial effects of acquisition

The acquisition of DT Group is expected to be earnings enhancing from the 
outset.

The return on gross capital employed (ROGCE) is expected to exceed Wolseley's
pre-tax weighted average cost of capital (WACC) in the first full year following
the acquisition and exceed Wolseley's normal hurdle rate for a strategic
acquisition, being an incremental 5% over pre-tax WACC by year five following
the acquisition. The acquisition of DT Group will take Wolseley's gearing to
approximately 128% with pro-forma interest cover (before amortisation of
intangibles) in excess of 7 times.

Regulatory approval is expected to take up to two months therefore the
transaction will not complete until Wolseley's next financial year (commencing 1
August 2006).

Charles Banks, Group Chief Executive of Wolseley said:

'We are delighted to announce this acquisition, which gives us a major presence
in the Nordic region for the first time and significantly broadens our European
reach. Already a strong performer, DT Group enhances our position in building
materials in Europe and provides a platform for future growth. We look forward
to working with the DT Group management and employees as part of the Wolseley
Group and to driving the business forward together.'

Note: An exchange rate of £1 = €1.465 and €1 = DKK7.45 has been used throughout
this announcement.


Details of Analysts' Conference Call

There will be an analyst conference call today at 8.15 am (BST):
Dial in number: [phone]
Pin code: 3479791
Slides to accompany the call will be available from 7.30 am on www.wolseley.com
The call will be recorded and available for playback for 14 days from 1.30 pm
today, on the following number:

Replay dial-in number: [phone]
Replay access code:     3479791#
__________________________________________________________________________

Enquiries:

Investors/Analysts:

Guy Stainer                                        0118 929 8744
Head of Investor Relations                         07739 778187

John English                                       001 513 771 9000
Director, Investor Relations North America         001 513 328 4900

Press:
Penny Studholme                                    0118 929 8886
Director of Corporate Communications               07860 553834

Brunswick                                          020 7404 5959
Andrew Fenwick
Nina Coad
__________________________________________________________________________


Advisors

Wolseley has been advised by Lehman Brothers on this transaction. UBS Limited is
acting as Corporate Broker to Wolseley on this transaction.
__________________________________________________________________________


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 revenues for
the year ended 31 July 2005 were approximately £11.3 billion and operating
profit, before amortisation of acquired intangibles, was £708 million. Wolseley
has more than 70,000 employees operating in 14 countries namely: UK, USA,
France, Canada, Ireland, Italy, The Netherlands, Switzerland, Austria, Czech
Republic, Hungary, Belgium, Luxembourg and Denmark. Wolseley is listed on the
London and New York Stock Exchanges (LSE: WOS, NYSE: WOS) and is in the FTSE 100
index of listed companies.

DT Group, (formerly known as Danske Traelast) is the leading distributor of
building materials in the Nordic region with sales of €2,359 million (£1.6
billion) for the year ended 31 January 2006. As at 31 January 2006 (being the
date of DT Group's last audited consolidated accounts) the profits attributable
to DT Groups assets were €100.7 million (£68.7 million) and the gross assets
were €1,133 million (£773.4 million). The Company has three business areas:
builders' merchants (80% of sales), DIY stores (13% of sales) and wholesalers
(sales 7%). It is the largest builders' merchant in Denmark (Stark) and Sweden
(Beijer Byggmaterial), the second largest in Finland (Starkki) and a regional
leader in Norway (Neumann Bygg). DT Group is also the market leader in the
Danish DIY market through the Silvan brand. The company has more than 8,000
employees and 256 outlets, of which 175 are builders merchants, 65 are DIY
stores and 16 are wholesale locations.

Background on CVC Capital Partners.

CVC is an independent private equity group, which advises funds of over €16.8
billion in Europe and Asia. Since 1996, CVC has been the most active private
equity firm in Europe, with CVC funds investing some US$7 billion in buyout
transactions. During this time, CVC funds have also achieved top quartile
performance based on independent benchmark analysis undertaken by Cambridge
Associates. CVC operates an integrated European network of 12 offices. CVC's
European operations have an experienced team of 62 investment professionals led 
by 16 partners who are responsible for evaluating investments, providing
strategic input to portfolio companies and maintaining a regular dialogue with
investors. The current European portfolio totals 41 investments.

               ________________________________________________


Certain statements included in this announcement may be forward-looking and may
involve risks, assumptions and uncertainties that could cause actual results to
differ materially from those expressed or implied by the forward looking
statements. Forward-looking statements include, without limitation, projections
relating to results of operations and financial conditions and the Company's
plans and objectives for future operations including, without limitation,
discussions of the Company's business and financial plans, expected future
revenues and expenditures, investments and disposals, risks associated with
changes in economic conditions, the strength of the plumbing and heating and
building materials market in North America and Europe, fluctuations in product
prices and changes in exchange and interest rates. All forward-looking
statements in this respect are based upon information known to the Company on
the date of this announcement. The Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. It is not reasonably possible to
itemise all of the many factors and events that could cause the Company's
forward-looking statements to be incorrect or that could otherwise have a
material adverse effect on the future operations or results of the Company. No
statement in this announcement is intended to be a profit forecast or to imply
that the earnings per share of Wolseley for the current or future financial
years will necessarily match or exceed the historical or published earnings of
Wolseley.

                                    - ENDS -




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