Offer Update

Wolseley PLC
02 May 2006

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS


OFFER UPDATE

Wolseley Bristol Limited

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR
JAPAN

FOR IMMEDIATE RELEASE

2 May 2006

                             Recommended cash offer

                                       by

                                  UBS Limited
                            ('UBS Investment Bank')

                                  on behalf of

                            Wolseley Bristol Limited
                  (a wholly-owned subsidiary of Wolseley plc)
                                      and
           (in the United States) by Wolseley Bristol Limited itself

                                      for

                                Brandon Hire plc
                                ('Brandon Hire')



OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

On 10 April 2006, Wolseley Bristol Limited ('Wolseley Acquisitions') made a
recommended cash offer for the entire issued and to be issued ordinary share
capital of Brandon Hire plc (the 'Offer').

Wolseley Acquisitions announces that all of the conditions of the Offer have now
been satisfied or waived and the Offer is now declared unconditional in all
respects.

Wolseley Acquisitions announces that, as at 1.00 p.m. on 2 May 2006, valid
acceptances had been received in respect of a total of 30,389,390 Brandon Hire
Shares, representing approximately 89.5 per cent of the issued share capital of
Brandon Hire.  This total includes acceptances received in respect of 12,279,561
Brandon Hire Shares (representing approximately 36.2 per cent. of the issued
share capital of Brandon Hire) which were subject to irrevocable commitments
procured by Wolseley Acquisitions.

As at 2 May 2006, Wolseley Acquisitions may count 30,389,390 Brandon Hire Shares
(representing approximately 89.5 per cent of the issued share capital of Brandon
Hire) towards satisfaction of the acceptance condition to its Offer.

In accordance with the conditions of the Offer, the Board of Wolseley
Acquisitions has waived the requirement to receive acceptances in respect of not
less than 90 per cent. of the Brandon Hire Shares to which the Offer relates and
has decided to declare the Offer unconditional as to acceptances having received
acceptances in respect of Brandon Hire Shares carrying, in aggregate, more than
50 per cent. of the voting rights exercisable at a general meeting of Brandon
Hire. All the other conditions of the Offer, set out in the Offer Document dated
10 April 2006, have also been waived.  The Offer has therefore become
unconditional in all respects.

The Offer will remain open for acceptance until further notice. At least 14
days' notice will be given by an announcement before the Offer is closed.

Brandon Hire Shareholders who wish to accept the Offer and who have not already
done so should:
     
(i)  in respect of certificated Brandon Hire Shares, complete the Form of
     Acceptance in accordance with the instructions printed on it/set out in the
     Offer Document and return it together with the share certificate(s) and/or 
     other document(s) of title to Lloyds TSB Registrars at The Causeway, 
     Worthing, West Sussex, BN99 6DA by post or (during normal business hours 
     only) by hand or to Lloyds TSB Registrars at Princess House, 1 Suffolk 
     Lane, London, EC4R 0AX by hand only (during normal business hours) as soon 
     as possible; and

(ii) in respect of uncertificated Brandon Hire Shares, accept electronically 
     through CREST in accordance with the instructions set out in the Offer 
     Document as soon as possible.

Additional copies of the Offer Document and the Form of Acceptance can be
obtained by telephoning Lloyds TSB Registrars on 0870 609 2158 (from within the
UK) and [phone] (from outside the UK).

Settlement of the consideration due under the Offer will be dispatched (or, in
respect of Brandon Hire Shares held in uncertificated form, credited through
CREST) on or before 16 May 2006 in respect of Brandon Hire Shares for which
valid and complete acceptances of the Offer have already been received or, in
respect of Brandon Hire Shares held in uncertificated form, for which Electronic
Acceptances have already been made.  Settlement of the consideration in respect
of valid acceptances received or made on or after 2 May 2006 will be dispatched
(or, in respect of Brandon Hire held in uncertificated form, credited through
CREST) within 14 days of such acceptances being received or made.

As anticipated in the Offer Document dated 10 April 2006, as and when Wolseley
Acquisitions has received valid acceptances of the Offer in respect of or
otherwise acquired 90 per cent. or more in value of the Brandon Hire Shares to
which the Offer relates, Wolseley Acquisitions will seek to acquire compulsorily
the Brandon Hire Shares for which it has not received valid acceptances of the
Offer or otherwise acquired, pursuant to sections 428-430F of the Companies Act.

As Wolseley Acquisitions has attained the required 75% of the voting rights
attaching to the Shares of Brandon Hire, Wolseley Acquisitions is taking steps
to procure the application by Brandon Hire for the cancellation of Brandon
Hire's listing on the Official List of the UK Listing Authority and the
cancellation of trading in Brandon Hire Shares on the London Stock Exchange's
market for listed securities. It is anticipated that cancellation of listing and
trading will take effect no earlier than 2 June 2006.

Terms defined in the Offer Document dated 10 April 2006 have the same meaning in
this announcement.

Enquiries:

Wolseley plc
Investors/Analysts:
Guy Stainer                                          [phone]
Head of Investor Relations                           [phone]


John English                                         [phone]
Director of Investor Relations,                      [phone]
North America

Press:
Penny Studholme                                      [phone]
Director of Corporate Communications                 [phone]

UBS Investment Bank                                  [phone]
(Financial adviser to Wolseley)
Liam Beere
Tim Waddell
James Robertson



The availability of the Offer to persons outside the United Kingdom may be
affected by the laws of other jurisdictions.  Such persons should inform
themselves and observe any applicable requirements of those jurisdictions.

The Offer is not being made in or into, and is not capable of acceptance in or
from, Canada, Australia or Japan.  Accordingly, copies of this announcement and
any offer documents are not being, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from, Canada, Australia or Japan.
Custodians, nominees and trustees should observe these restrictions and should
not send or distribute documents in or into Canada, Australia or Japan.

This press release does not constitute the solicitation of an offer to buy
securities in Canada, Australia or Japan or in any other jurisdiction in which
such solicitation would be unlawful.

UBS Investment Bank is acting for Wolseley Bristol Limited and Wolseley plc in
connection with the Offer and no-one else and will not be responsible to anyone
other than Wolseley Bristol Limited and Wolseley plc for providing the
protections offered to clients of UBS Investment Bank nor for providing advice
in relation to the Offer.


                      This information is provided by RNS
            The company news service from the London Stock Exchange