Placing

Wolseley PLC
25 September 2006


NEWS RELEASE

25 September 2006


  THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO

                  THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN



                                  Wolseley plc

                          Placing of 59,500,000 shares
                          ----------------------------


Wolseley plc ('Wolseley' or the 'Company'), the world's largest specialist trade
distributor of plumbing and heating products to professional contractors and a
leading supplier of building materials and services, announces that it is today
undertaking a placing of 59,500,000 new Wolseley ordinary shares of 25 pence
each, representing just under 10 per cent. of Wolseley's issued ordinary share
capital (the 'Placing').

Wolseley has also today released its preliminary results announcement for the
year ended 31 July 2006, contained in a separate announcement (the 'Preliminary
Results Announcement').


BACKGROUND TO AND REASONS FOR THE PLACING
-----------------------------------------

As set out in today's Preliminary Results Announcement, Wolseley completed 53
acquisitions for an aggregate consideration of £914 million in the 2006
financial year, which are expected to add around £1,418 million of revenues in a
full year. Since 1 August 2006 Wolseley has completed six further acquisitions
for £49 million. The bolt-on acquisition pipeline remains strong with ample
opportunities to support Wolseley's growth while meeting the Group's criteria
for returns on investment.

On 24 July 2006, Wolseley announced the acquisition of DT Group for a cash
consideration of €1,498m (£1,012m), which is expected to complete today. DT
Group is an attractive addition to Wolseley, marking Wolseley's entry into the
Nordic building materials sector, offering significant growth opportunities and
strengthening the Group's footprint in the European construction materials
distribution market.

The Placing proceeds will be used to reduce borrowings relating to the DT Group
transaction and other recent bolt-on acquisitions.

With continuing investment in Wolseley's infrastructure, including distribution
centres and new branch openings in the US, UK and Europe and the common IT
platform, the Placing will restore Wolseley's flexibility to pursue the
Group's ambitions for growth which are outlined in the Preliminary Results
Announcement and which Chip Hornsby, Group Chief Executive, will set out today
in his presentation to analysts concerning his strategy for the Group.


CURRENT TRADING
---------------

Reference is made to the Preliminary Results Announcement.


WOLSELEY'S SHARES
-----------------

Wolseley's ordinary shares are admitted to the Official List of the Financial
Services Authority (the 'Official List') and traded on the main market for
listed securities of London Stock Exchange plc (the 'London Stock Exchange').
Wolseley also has a listing of American Depository Receipts on the New York
Stock Exchange. The closing price of a Wolseley ordinary share on the London
Stock Exchange on 22 September 2006 was 1164 pence.

Wolseley is headquartered in Parkview 1220, Arlington Business Park, Theale,
Reading RG7 4GA.


DETAILS OF THE PLACING
----------------------

UBS Limited ('UBS' or 'UBS Investment Bank') and Hoare Govett Limited ('Hoare
Govett', and, with UBS, the 'Managers') are acting as joint book runners and
joint brokers for the Placing. UBS is acting as financial adviser to Wolseley in
connection with the Placing. The Placing will be conducted in accordance with
the terms and conditions set out in the appendix to this announcement. The
Placing has been fully underwritten by the Managers, subject to certain terms
and conditions set out in a placing agreement between the Managers and Wolseley
(the 'Placing Agreement'). The Placing will be effected, subject to the
satisfaction of certain conditions, by way of an accelerated bookbuilt placing
of 59,500,000 ordinary shares of 25 pence each in the capital of Wolseley (the
'Placing Shares'). The Placing price in respect of the Placing Shares will be
agreed by the Managers and Wolseley at the close of the bookbuilding exercise.

The books will open with immediate effect. The timing of the closing of the
books, pricing and allocations is at the discretion of the Managers and
Wolseley. Details of the Placing price will be announced as soon as practicable
after the close of the bookbuilding exercise.

The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing ordinary shares of 25 pence each in the capital
of Wolseley with the right to receive all dividends and other distributions
declared, made or paid after the date of issue, including the final dividend to
be paid to shareholders in the Company on the register of members at close of
business on 6 October 2006. Application will be made for the Placing Shares to
be admitted to the Official List and to be admitted to trading by the London
Stock Exchange on its market for listed securities ('Admission').

The appendix to this announcement (which forms a part of this announcement) sets
out further information and the terms and conditions of the Placing.

The Placing Shares will be issued under the general authority to allot shares
granted by Wolseley's shareholders on 17 November 2005.


GENERAL
-------

This announcement has been issued by Wolseley and is the sole responsibility of
Wolseley.

UBS is acting for Wolseley and no-one else in connection with the Placing. UBS
will not be responsible to anyone other than Wolseley for providing the
protections afforded to its clients nor for providing advice in relation to the
Placing or any other matter referred to in this announcement.

Hoare Govett is acting for Wolseley and no-one else in connection with the
Placing. Hoare Govett will not be responsible to anyone other than Wolseley for
providing the protections afforded to its clients nor for providing advice in
relation to the Placing or any other matter referred to in this announcement.

This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice in any jurisdiction.

This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities in the United
States, Canada, Australia or Japan or any jurisdiction in which such offer or
solicitation is unlawful and should not be relied upon in connection with any
decision to acquire the Placing Shares or any other Wolseley securities.


ENQUIRIES:

Investors/Analysts:

Guy Stainer                                    [phone]
Head of Investor Relations                     [phone]


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


Press:

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


Brunswick                                      [phone]

Andrew Fenwick
Nina Coad


UBS Limited                                    [phone]

Tim Waddell
Christopher Smith
Lucy Phillips


Hoare Govett                                   [phone]
Peter Meinertzhagen
Antonia Rowan
Jeremy Thompson (syndication)


Notes to Editors

Wolseley plc is the world's largest specialist trade distributor of plumbing and
heating products to professional contractors and a leading supplier of building
materials in North America, the UK and Continental Europe. Group revenues for
the year ended 31 July 2006 were approximately £14.2 billion and operating
profit, before amortisation of acquired intangibles, was £882 million. Wolseley
has more than 71,000 employees operating in 19 countries namely: UK, USA,
France, Canada, Ireland, Italy, The Netherlands, Switzerland, Austria, Czech
Republic, Hungary, Belgium, Luxembourg, Denmark, San Marino, Puerto Rico,
Panama, Trinidad & Tobago and Mexico. 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.





THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO

                  THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN



The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933 (the 'U.S. Securities Act') and
may not be offered, sold or transferred within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. No public offering of the Placing
Shares will be made in the United States.

This announcement includes 'forward-looking statements'. All statements other
than statements of historical fact included in this announcement, including,
without limitation, any regarding Wolseley's financial position, business
strategy, plans and objectives of management for future operations, including,
without limitation, discussions of Wolseley'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, are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Wolseley, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding Wolseley's present and
future business strategies and the environments in which Wolseley will operate
in the future and such assumptions may or may not prove to be correct. There are
a number of factors which could cause actual results, performance of Wolseley,
or industry results to differ materially from those expressed or implied in
forward looking statements. Among the factors that could cause the actual
results, performance of Wolseley, or industry results to differ materially from
those described in the forward looking statements are changes in global,
political, economic, business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future business
combinations or dispositions. These forward-looking statements speak only as of
the date of this announcement. Wolseley expressly disclaims any obligation
(except as required by the rules of the Financial Services Authority and the
London Stock Exchange) or undertaking to disseminate any updates or revisions to
any forward-looking statement contained herein to reflect any change in
Wolseley's expectations with regard thereto or any change in events, conditions
or circumstances on which any such statement is based.



APPENDIX


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
                  THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN


Further Information on the Placing
----------------------------------


IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING


MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN, AND ANY
OFFER IF MADE SUBSEQUENTLY, ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY
ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF
INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1)
QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS DIRECTIVE')
AND (2) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR ARE PERSONS WHO
FALL WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC') OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN WOLSELEY.

This announcement and any offer if made subsequently is only addressed to and
directed at persons in member states of the European Economic Area ('EEA') who
are 'qualified investors' within the meaning of Article 2(1)(e) of the
Prospectus Directive ('Qualified Investors').

Relevant Persons choosing to participate in the Placing ('Placees') will be
deemed to have read and understood this appendix in its entirety and to be
making any such offer to participate on the terms and conditions, and to be
providing the representations, warranties, acknowledgements and undertakings,
contained in this appendix.

In particular each such Placee represents, warrants and acknowledges that:

1.  it is a Relevant Person and undertakes that it will acquire, hold, manage
    or dispose of any Placing Shares that are allocated to it for the purposes
    of its business;

2.  in the case of a Relevant Person in a member state of the EEA which has
    implemented the Prospectus Directive (each a 'Relevant Member State') who
    acquires any Placing Shares pursuant to the Placing:

    (i)  it is a Qualified Investor; and

    (ii) in the case of any Placing Shares acquired by it as a financial
         intermediary, as that term is used in Article 3(2) of the Prospectus
         Directive, (i) the Placing Shares acquired by it in the Placing have
         not been acquired on behalf of, nor have they been acquired with a
         view to their offer or resale to, persons in any Relevant Member

         State other than Qualified Investors or in circumstances in which the
         prior consent of the Managers has been given to the offer or resale;
         or (ii) where Placing Shares have been acquired by it on behalf of

         persons in any member state of the EEA other than Qualified Investors,
         the offer of those Placing Shares to it is not treated under the
        Prospectus Directive as having been made to such persons; and

3.  it is purchasing the Placing Shares for its own account or is purchasing the
    Placing Shares for an account with respect to which it exercises sole
    investment discretion and that it (and any such account) is outside the
    United States or it is a dealer or other professional fiduciary in the
    United States acting on a discretionary basis for non-US beneficial owners
    (other than an estate or trust), in reliance upon Regulation S under the US
    Securities Act of 1933, as amended (the 'Securities Act'); or if it is not
    outside the United States is a qualified institutional buyer ('QIB') as
    defined in Rule 144A under the Securities Act and has executed an investment
    letter in the form provided to it and has delivered the same to the relevant
    Manager and Wolseley.

Wolseley, the Managers and their respective Affiliates will rely upon the truth
and accuracy of the foregoing representations, acknowledgements and agreements.


This announcement (including this appendix) does not constitute an offer to sell
or issue or the solicitation of an offer to buy or subscribe for Placing Shares
in any jurisdiction including, without limitation, the United Kingdom, the
United States, Canada, Australia or Japan. This announcement and the information
contained herein is not for publication or distribution, directly or indirectly,
to persons in the United States, Canada, Australia, Japan or in any jurisdiction
in which such publication or distribution is unlawful.


The Placing Shares referred to in this announcement have not been and will not
be registered under the Securities Act and may not be offered, sold or
transferred within the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Securities
Act. Any offering to be made in the United States will be made to a limited
number of QIBs pursuant to an exemption from registration under the Securities
Act in a transaction not involving any public offering. The Placing Shares are
being offered and sold outside the United States in accordance with Regulation
S under the Securities Act. The Placing Shares have not been approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission in the United States or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this announcement.
Any representation to the contrary is a criminal offence in the United States.

The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by Wolseley or the Managers that would permit an offer of such
Placing Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required. Persons to whose
attention this announcement is drawn are required by Wolseley and the Managers
to inform themselves about and to observe any such restrictions.

In this appendix, unless the context otherwise requires, Wolseley means Wolseley
plc and Placee includes a person (including individuals, funds or others) on
whose behalf a commitment to acquire Placing Shares has been given.


Details of the Placing Agreement and the Placing Shares
-------------------------------------------------------

Pursuant to the Placing Agreement the Managers have, on the terms and subject to
the satisfaction of certain conditions set out therein, undertaken severally,
and not jointly and severally, to use their reasonable endeavours as agents of
Wolseley to seek to procure Placees for the Placing Shares, or failing which to
acquire the Placing Shares themselves.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of 25 pence
per share in the capital of Wolseley, with the right to receive all dividends
and other distributions declared, made or paid in respect of such ordinary
shares after the date of issue of the Placing Shares (including the final
dividend to be paid to shareholders in the Company on the register of members
at close of business on 6 October 2006).


Application for listing and admission to trading
------------------------------------------------

Application will be made to the Financial Services Authority for Admission. It
is expected that Admission will take place at 8.00 a.m. on 28 September 2006 and
that dealings in the Placing Shares on the main market for listed securities of
London Stock Exchange plc will commence at that time.

Bookbuild
---------
Commencing today, each of the Managers will be conducting an accelerated
bookbuilding process (the 'Bookbuilding Process') to determine demand for
participation in the Placing by the Placees. This appendix gives details of the
terms and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.

The Managers and Wolseley will be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may, in their sole
discretion, determine.


Participation in, and principal terms of, the Bookbuilding Process
------------------------------------------------------------------

By participating in the Bookbuilding Process and the Placing, Placees will be
deemed to have read and understood this announcement (including this appendix)
in its entirety and to be participating and making an offer for Placing Shares
on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained in this appendix.

Persons who are eligible to participate in the Placing should communicate their
bid by telephone to their usual sales contact at UBS or Hoare Govett. Wolseley
will make a further announcement following the close of the Bookbuilding Process
detailing the price at which the Placing Shares have been placed (the 'Pricing
Announcement'). Each of UBS and Hoare Govett is arranging the Placing severally,
and not jointly and severally, as agent of Wolseley.

The timing of the closing of the book, pricing and allocations is at the
discretion of the Managers and Wolseley. Details of the Placing price will be
announced as soon as practicable after the close of the Bookbuilding Process.

The Managers and Wolseley may, at their sole discretion, accept bids that are
received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and conditions in
this appendix and will not be capable of variation or revocation after the close
of the Bookbuilding Process.

To the fullest extent permissible by law, neither of the Managers nor any of
their holding companies, subsidiaries, branches, affiliates or associated
undertakings or any subsidiary, branch, affiliate or associated undertaking of
any such holding company nor any of their respective directors, officers or
employees (each an 'Affiliate') shall have any liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In particular,
neither Manager nor any of their Affiliates shall have any liability (including,
to the extent permissible by law, any fiduciary duties) in respect of its
conduct of the Bookbuilding Process or of such alternative method of effecting
the Placing as the Managers and Wolseley may agree.

The Managers and their respective Affiliates are entitled to participate as
principal in the Bookbuilding Process.

The Bookbuilding Process will establish a single price (the 'Placing Price')
payable to the Managers by all Placees.

If successful, each Placee's allocation of Placing Shares, and the Placing
Price, will be confirmed to Placees orally by the relevant Manager following the
close of the Bookbuilding Process and a conditional advice note will be
dispatched as soon as possible thereafter. The relevant Manager's oral
confirmation to any such Placee will constitute a legally binding commitment
upon such Placee to acquire the number of Placing Shares allocated to it at the

Placing Price on the terms and conditions set out in this appendix and in
accordance with Wolseley's Memorandum and Articles of Association.

Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Manager, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has agreed to acquire.

All obligations under the Placing will be subject to the fulfilment of the
conditions referred to below under 'Conditions of the Placing'.


Conditions of the Placing
-------------------------

The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.

Each Manager's obligations under the Placing Agreement are, and the Placing is,
conditional on, inter alia:

1. the publication of the Pricing Announcement through a Regulatory
   Information Service by no later than 7.30 a.m. (London time) on 26
   September 2006 (or by such later time and/or date as Wolseley and the
   Managers may agree);

2. Admission occurring no later than 8.00 a.m. (London time) on 29 September
   2006 (or such later time and/or date as Wolseley and the Managers may agree);

3. the warranties given by Wolseley in the Placing Agreement being true and
   accurate and not misleading in any respect on and as of the date of the
   Placing Agreement and at any time up to and including Admission as if they
   were repeated by reference to the facts and circumstances then existing;

4. the fulfilment by Wolseley of its obligations under the Placing Agreement,
   save to the extent that is, in the opinion of the Managers, acting in good
   faith, not material in the context of the Placing and/or Admission;

5. the agreement relating to the acquisition of DT Holdings 1 A/S by Wolseley's
   subsidiary, Wolseley Holdings Denmark Aps, remaining in full force and effect
   and not having been terminated or lapsed, there having been no material
   breach of the terms thereof which is material in the context of the Placing
   and no event having arisen at any time prior to Admission which gives any
   party thereto a right to terminate such agreement (save to the extent that
   the Managers have consented to Wolseley not exercising such right to
   terminate); and

6. prior to Admission there not having been, in the opinion of the Managers,
   acting in good faith, any adverse change in (whether or not foreseeable at
   the date of the Placing Agreement) in, or any development reasonably likely
   to involve a prospective adverse change in the financial or trading condition
   of, the Wolseley Group taken as a whole, whether or not arising in the
   ordinary course of business and which is material in the context of the
   Placing.

If the conditions in the Placing Agreement are not satisfied or waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as Wolseley and the Managers may agree), or the Placing
Agreement is terminated in accordance with its terms, the Placing will lapse and
the Placee's rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights
and obligations cease and terminate only in the circumstances described above
and under 'Right to terminate under the Placing Agreement' below and will not
be capable of rescission or termination by it.

The Managers may, in their absolute discretion and upon such terms as they think
fit, waive compliance or extend the time and/or date for fulfilment by Wolseley
with the whole or any part of certain of Wolseley's obligations in relation to
the conditions in the Placing Agreement (other than waiving conditions 1 and 2
above). The Managers reserve the right to waive or to extend the time and/or
date for fulfilment of certain of the conditions in the Placing Agreement. Any
such extension or waiver will not affect Placees' commitments as set out in this
appendix.

None of UBS, Hoare Govett nor any of their respective Affiliates nor Wolseley
shall have any liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision any of them may
make as to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of the Placing
generally.


Right to terminate under the Placing Agreement
----------------------------------------------

The Managers may, in their absolute discretion, by written notice given to
Wolseley on or prior to Admission, terminate the Placing Agreement at any time
prior to Admission if, inter alia:

1. the conditions set out in the Placing Agreement are not fulfilled or waived
   by the date specified therein (or such later time and/or date as Wolseley and
   the Managers may agree);

2. there has been a breach by Wolseley of any of the representations, warranties
   or undertakings contained in the Placing Agreement or any other provision of
   the Placing Agreement or any of the warranties is not or has ceased to be
   true, accurate and not misleading;

3. in the opinion of the Managers, acting in good faith, there has occurred;

   (i)   any suspension or material limitation in trading of Wolseley's
         ordinary shares on the London Stock Exchange or any suspension or
         material limitation in trading generally on the London Stock Exchange,
         the NYSE, or the NASDAQ National Market or in any over-the-counter
         market;

   (ii)  any general banking moratorium is declared by the relevant United
         States, United Kingdom or New York authorities;

   (iii) any material change or development involving a material prospective
         change in taxation affecting Wolseley's ordinary shares or the
         transfer thereof;

   (iv)  any material disruption of settlement systems or commercial banking
         activities in the United Kingdom or the United States; or

   (v)   any material change, or development involving a prospective change,
         in national or international financial, political, economic or market
         conditions, or currency exchange rates generally that in the reasonable
         judgment of the Managers acting reasonably and in good faith makes it
         impracticable or inadvisable to proceed with the Placing or Admission;
         or

4. there have been certain events which would in the opinion of the Managers

   acting in good faith make it impracticable or inadvisable to proceed with the
   Placing and/or Admission.

If the Placing Agreement is terminated in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as described in this
announcement (including this appendix) shall cease and terminate at such
time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with Wolseley and the
Managers that the exercise by Wolseley or the Managers of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of Wolseley or the Managers (as the case
may be) and that neither Wolseley nor the Managers need make any reference to
such Placee and that neither Wolseley, the Managers nor any of their respective
Affiliates shall have any liability to such Placee (or to any other person
whether acting on behalf of a Placee or otherwise) whatsoever in connection with
any such exercise.

By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and will not be
capable of rescission or termination by it after oral confirmation by the
relevant Manager following the close of the Bookbuilding Process.


No Prospectus
-------------

No prospectus or other offering document has been or will be submitted to be
approved by the Financial Services Authority in relation to the Placing or by
the competent authority in any other jurisdiction, and Placees' commitments will
be made solely on the basis of the information contained in this announcement
(including this appendix). Each Placee, by participating in the Placing,
confirms that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of either of the
Managers or Wolseley other than the content of this announcement (including this
appendix) and neither of the Managers nor Wolseley nor any person acting on such
person's behalf nor any of their holding companies, subsidiaries, branches,
affiliates or associated undertakings or any subsidiary, branch, affiliate or
associated undertaking of any such holding company nor any of their respective
directors, officers or employees, has or shall have any liability for any
Placee's decision to participate in the Placing based on any other information,
representation, warranty or statement including (but not limited to) any
publicly available or filed information.  Each Placee acknowledges, agrees and
warrants that it has relied on its own investigation of the business, financial
or other position of Wolseley in deciding whether to participate in the Placing.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.


Registration and Settlement
---------------------------

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions. The Managers and
Wolseley reserve the right to require settlement for and delivery of the Placing
Shares to Placees by such other means that they deem necessary if delivery or
settlement is not practicable within the CREST system within the timetable set
out in this announcement and appendix or would not be consistent with the
regulatory requirements in any Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a conditional
advice note stating the number of Placing Shares allocated to it, the Placing
Price and the aggregate amount owed by such Placee to the relevant Manager.
In agreeing to acquire the number of Placing Shares set out in the conditional
advice note, such Placee agrees that it will do all things necessary to ensure
that delivery and payment is completed in accordance with either the standing
CREST instructions or the certificated settlement instructions which it has in
place with UBS or Hoare Govett, as the case may be.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the conditional advice note is copied and delivered
immediately to the relevant person within that organisation.

Settlement through CREST will be on a T+3 basis unless otherwise notified by the
relevant Manager.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of 5
percentage points above prevailing LIBOR as determined by the Managers.

Each Placee is deemed to agree that if it does not comply with these
obligations, the relevant Manager may sell any or all of the Placing Shares
allocated to it on such Placee's behalf and retain from the proceeds, for such
Manager's own account and benefit, an amount equal to the aggregate amount owed
by the Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the aggregate amount owed by it and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such Placing Shares on
such Placee's behalf.


Representations and Warranties
------------------------------

By participating in the Placing each Placee (and any person acting on such
Placee's behalf), unless otherwise agreed by the Managers and Wolseley:

1.  represents and warrants that it has received and read this announcement
    (including this appendix) in its entirety and that its purchase of the
    Placing Shares is subject to and based upon all the terms, conditions,
    representations, warranties, acknowledgements, agreements and undertakings
    and other information contained herein;

2.  represents and warrants that it has not received a prospectus or other
    offering document in connection with the placing of the Placing Shares and
    acknowledges that no prospectus or other offering document has been prepared
    in connection with the placing of the Placing Shares;

3.  acknowledges that the content of this announcement is exclusively the
    responsibility of Wolseley and that neither of the Managers, nor any of
    their respective Affiliates nor any person acting on their behalf has or
    shall have any liability for any information or representation relating to
    Wolseley. Each Placee further represents, warrants and agrees that, except
    as otherwise provided in paragraph 20 below, the only information on which
    it is entitled to rely and on which such Placee has relied in committing
    itself to acquire the Placing Shares is contained in this announcement, such
    information being all that it deems necessary to make an investment decision
    in respect of the Placing Shares;

4.  represents and warrants that it has neither received nor relied on any other
    information, representation, warranty or statement made by either of the
    Managers or Wolseley and neither of the Managers nor any of their respective
    Affiliates nor Wolseley will be liable for any Placee's decision to accept
    this invitation to participate in the Placing based on any other
    information, representation, warranty or statement. Each Placee further
    acknowledges and agrees that it has relied on its own investigation of the
    business, financial or other position of Wolseley in deciding to participate
    in the Placing;

5.  represents and warrants that it, or the beneficial owner, as applicable, is
    entitled to purchase Placing Shares under the laws of all relevant
    jurisdictions which apply to it, or the beneficial owner, as applicable, and
    that it has fully observed such laws and obtained all such governmental and
    other guarantees and other consents in either case which may be required
    thereunder and complied with all necessary formalities;

6.  represents and warrants that it has the power and authority to carry on the
    activities in which it is engaged, to acquire the Placing Shares and to
    execute and deliver all documents necessary for such acquisition;

7.  represents and warrants that it is, or at the time the Placing Shares are
    acquired it will be, the beneficial owner of such Placing Shares, and that
    the beneficial owner of such Placing Shares is not a resident of Australia,
    Canada or Japan;

8.  acknowledges that the Placing Shares have not been and will not be
    registered in the United States under the Securities Act or under the
    securities laws of any of the states of the United States or under the
    securities legislation of Australia, Canada or Japan and, subject to certain
    exceptions, may not be offered, sold, taken up, renounced or delivered or
    transferred, directly or indirectly, within those jurisdictions;

9.  understands (and if it is a beneficial owner of the Placing Shares it has
    been advised) that the Placing Shares have not been and will not be
    registered under the Securities Act or with any securities regulatory
    authority of any state or other jurisdiction of the United States, that the
    issue of such Placing Shares to it is being made to it in reliance on an
    exemption from the registration requirements of the Securities Act in a
    transaction not involving any public offering under Section 4(2) of the
    Securities Act. It understands and agrees that, although offers and sales of
    Placing Shares are being made only to QIBs, they are not being made under
    Rule 144A and that the Placing Shares are not eligible for resale pursuant
    to Rule 144A;

10. is aware and understands that an investment in the Placing Shares involves a
    considerable degree of risk and no U.S. federal or state or non-U.S. agency
    has made any finding or determination as to the fairness for investment or
    any recommendation or endorsement of the Placing Shares;

11. is acquiring the Placing Shares for its own account, or for one or more
    accounts as to each of which it exercises sole investment discretion and
    each of which accounts is a QIB, for investment purposes, and not with a
    view to, or for resale in connection with, the distribution thereof, in
    whole or in part, in the United States. It understands that the Placing
    Shares are being issued to it either through CREST or in certificated,
    definitive form;

12. if the Placing Shares were offered to it in the United States, represents
    and warrants that in making its investment decision, (i) it has relied on
    its own examination of Wolseley and the terms of the Placing, including the
    merits and risks involved, (ii) it has made its own assessment of Wolseley,
    the Placing Shares and the terms of the Placing based on such information as
    is publicly available, (iii) it has consulted its own independent advisors
    or otherwise has satisfied itself concerning, without limitation, the
    effects of United States federal, state and local income tax laws and
    foreign tax laws generally and the US Employee Retirement Income Security
    Act of 1974, the US Investment Company Act of 1940 and the Securities Act
    and (iv) it has received all information that it believes is necessary or
    appropriate in order to make an investment decision in respect of Wolseley
    and the Placing Shares;

13. represents and warrants that it is either (i) a QIB, or the beneficial owner
    of the Placing Shares is a QIB, and it or the beneficial owner has duly
    executed an investment letter in the form provided to it by either of the
    Managers (or their respective Affiliates), or (ii) is purchasing the Placing
    Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904
    of Regulation S under the Securities Act, and has such knowledge and
    experience in financial and business matters as to be capable of evaluating
    the merits and risks of an investment in the Placing Shares, is able to bear
    the economic risk of an investment in the Placing Shares and is able to
    sustain a complete loss of the investment in the Placing Shares and
    represents and, in the case of (i) above, warrants that it is acquiring the
    Placing Shares for its own account or for one or more accounts as to each of
    which it exercises sole investment discretion and each of which is a QIB,
    for investment purposes and not with a view to any distribution or for
    resale in connection with, the distribution thereof in whole or in part, in
    the United States;

14. acknowledges that the Placing Shares offered and sold in the United States
    are 'restricted securities' within the meaning of Rule 144(a)(3) under the
    Securities Act and represents and warrants that, so long as the Placing
    Shares are 'restricted securities', it will not deposit the Placing Shares
    into any unrestricted depositary receipt facility in the United States
    established or maintained by any depositary bank in respect of Wolseley's
    ordinary shares and will only transfer the Placing Shares in accordance with
    paragraph 15 below and acknowledges that until two years after the
    latest date on which the Placing Shares are delivered in the Placing (which
    is currently expected to be 28 September 2006), The Bank of New York, as
    Depositary, will not accept deposits of shares in the ADR facility, or
    permit pre-releases of Wolseley's American Depositary Shares from the ADR
    facility, unless it (or a broker on behalf of it) certifies, among other
    things, that the shares to be deposited were not purchased pursuant to the
    Placing, and that it has not borrowed the shares to be deposited with the
    intention of replacing them with shares purchased pursuant to the Placing;

15. acknowledges that the Placing Shares have not been and will not be
    registered under the Securities Act or with any State or other jurisdiction
    of the United States, nor approved or disapproved by the US Securities and
    Exchange Commission, any state securities commission in the United States or
    any other United States regulatory authority, and agrees that for so long as
    the Placing Shares are 'restricted securities' it will not reoffer, resell,
    pledge or otherwise transfer the Placing Shares except (i) outside the
    United States in offshore transactions in accordance with Rule 903 or 904 of
    Regulation S under the Securities Act, (ii)  pursuant to an exemption from
    registration under the Securities Act or (iii) pursuant to an effective
    registration statement under the Securities Act, and in each case in
    compliance with all applicable laws;

16. acknowledges that where it is acquiring the Placing Shares for one or more
    managed accounts, it represents and warrants that it is authorised in
    writing by each managed account (i) to acquire the Placing Shares for each
    managed account, and (ii) to execute and deliver an investment letter in the
    form provided to it by either of the Managers (or their respective
    Affiliates) on behalf of each managed account. Each Placee agrees to
    indemnify and hold Wolseley and the Managers harmless from any and all
    costs, claims, liabilities and expenses (including legal fees and expenses)
    arising out of or in connection with any breach of the representations and
    warranties in this paragraph 16. Each Placee agrees that the provisions of
    this paragraph 16 shall survive the resale of the Placing Shares by or on
    behalf of the managed accounts;

17. represents and warrants that if it is a pension fund or investment company,
    its purchase of Placing Shares is in full compliance with applicable laws
    and regulations;

18. acknowledges that no representation has been made as to the availability of
    any other exemption under the securities Act for the reoffer, resale, pledge
    or transfer of the Placing Shares;

19. acknowledges and agrees that the Placing Shares will, to the extent they are
    delivered in certificated form, bear a legend to the following effect unless
    agreed otherwise with Wolseley:

    'THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
    STATES SECURITIES ACT OF 1933 (THE 'SECURITIES ACT'), OR WITH ANY OTHER
    REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES
    AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN
    OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
    SECURITIES ACT, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
    SECURITIES ACT (IF AVAILABLE) OR PURSUANT TO AN EFFECTIVE REGISTRATION
    STATEMENT UNDER THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH
    ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS
    SECURITY MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY FACILITY
    MAINTAINED BY ANY DEPOSITARY BANK UNLESS AND UNTIL SUCH TIME AS THIS
    SECURITY IS NO LONGER A 'RESTRICTED SECURITY' WITHIN THE MEANING OF RULE
    144(A)(3) UNDER THE SECURITIES ACT.';

20. acknowledges that Wolseley is subject to ongoing reporting obligations in
    the United Kingdom and the United States and Wolseley is therefore required
    to publish certain business and financial information in accordance with the
    rules and practices of the United Kingdom and the United States and relevant
    regulatory authorities in such jurisdictions (the 'Exchange Information'),
    which includes a description of the nature of Wolseley's business and
    Wolseley's most recent balance sheet and profit and loss account, and
    similar statements for preceding years, and that (i) it has reviewed such
    Exchange Information as it has deemed necessary or that it is able to obtain
    or access the Exchange Information without undue difficulty; (ii) it may not
    rely, and has not relied, on any investigation that UBS Limited, any of its
    Affiliates (including UBS Securities LLC), Hoare Govett or any of its
    Affiliates (including ABN AMRO Incorporated) or any person acting on their
    respective behalves may have conducted with respect to the Placing Shares or
    the Placing; (iii) none of UBS Limited, any of its Affiliates (including UBS
    Securities LLC), Hoare Govett or any of its Affiliates (including ABN AMRO
    Incorporated) nor Wolseley has made any representations to it, express or
    implied, with respect to Wolseley, the Private Placing and the Placing
    Shares or the accuracy, completeness or adequacy of the Exchange
    Information; (iv) it has conducted its own investigation with respect to
    Wolseley, the Private Placing and the Placing Shares; and (v) it has had
    access to such financial and other information (including the business,
    financial condition, prospects, creditworthiness, status and affairs of
    Wolseley, the Private Placing and the Placing Shares, as well as the
    opportunity to ask questions) concerning Wolseley, the Private Placing and
    the Placing Shares including, without limitation, the information noted
    above, as it has deemed necessary in connection with its own investment
    decision to acquire any of the Placing Shares. It acknowledges and agree
    that it will not hold UBS Limited or any of its Affiliates (including UBS
    Securities LLC) or Hoare Govett or any of its Affiliates (including ABN AMRO
    Incorporated) responsible for any misstatements in or omissions from any
    publicly available information concerning Wolseley including (without
    limitation) the Exchange Information;

21. represents and warrants that the allocation, allotment, issue and delivery
    to it, or the person specified by it for registration as holder, of Placing
    Shares will not give rise to a liability under any of sections 67, 70, 93 or
    96 of the Finance Act 1986 (depositary receipts and clearance services) and
    that it is not participating in the Placing as nominee or agent for any
    person or persons to whom the allocation, allotment, issue or delivery of
    Placing Shares would give rise to such a liability;

22. represents and warrants that it has complied with its obligations in
    connection with money laundering and terrorist financing under the Proceeds
    of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering
    Regulations (2003) (the 'Regulations') and, if making payment on behalf of a
    third party, that satisfactory evidence has been obtained and recorded by it
    to verify the identity of the third party as required by the Regulations;

23. represents and warrants that it and any person acting on its behalf falls
    within Article 19(5) and/or 49(2) of the Financial Services and Markets Act
    2000 (Financial Promotion) Order 2005, as amended, and undertakes that it
    will acquire, hold, manage and (if applicable) dispose of any Placing Shares
    that are allocated to it for the purposes of its business only;

24. represents and warrants that it has not offered or sold and will not offer
    or sell any Placing Shares to persons in the United Kingdom prior to
    Admission except to persons whose ordinary activities involve them in
    acquiring, holding, managing or disposing of investments (as principal or
    agent) for the purposes of their business or otherwise in circumstances
    which have not resulted and which will not result in an offer to the public
    in the United Kingdom within the meaning of section 85(1) of FSMA;

25. represents and warrants that it has not offered or sold and will not offer
    or sell any Placing Shares to persons in the European Economic Area prior to
    Admission except to persons whose ordinary activities involve them in
    acquiring, holding, managing or disposing of investments (as principal or
    agent) for the purposes of their business or otherwise in circumstances
    which have not resulted and which will not result in an offer to the public
    in any member state of the European Economic Area within the meaning of the
    Prospectus Directive (which means Directive 2003/71/EC and includes any
    relevant implementing measure in any member state);

26. represents and warrants that it is a qualified investor as defined in
    section 86(7) of FSMA, being a person falling within Article 2.1(e)(i),
    (ii) or (iii) of the Prospectus Directive;

27. represents and warrants that it has only communicated or caused to be
    communicated and will only communicate or cause to be communicated any
    invitation or inducement to engage in investment activity (within the
    meaning of section 21 of FSMA) relating to the Placing Shares in
    circumstances in which section 21(1) of FSMA does not require approval of
    the communication by an authorised person;

28. represents and warrants that it has complied and will comply with all
    applicable provisions of FSMA with respect to anything done by it in
    relation to the Placing Shares in, from or otherwise involving the United
    Kingdom;

29. represents and warrants that it and any person acting on its behalf is
    entitled to acquire the Placing Shares under the laws of all relevant
    jurisdictions and that it has all necessary capacity and has obtained all
    necessary consents and authorities to enable it to commit to this
    participation and to perform its obligations in relation thereto (including,
    without limitation, in the case of any person on whose behalf it is acting,
    all necessary consents and authorities to agree to the terms set out or
    referred to in this announcement) and will honour such obligations;

30. undertakes that it (and any person acting on its behalf) will make payment
    for the Placing Shares allocated to it in accordance with this announcement
    (including this appendix) and the conditional advice note on the due time
    and date set out therein, failing which the relevant Placing Shares may be
    placed with other acquirers or sold at such price as the Managers may in
    their sole discretion determine and without liability to such Placee and it
    will remain liable for any shortfall below the net proceeds of such sale and
    the placing proceeds of such Placing Shares and may be required to bear any
    stamp duty for stamp duty reserve tax (together with any interest or
    penalties due pursuant to the terms set out or referred to in this
    Announcement) which may arise upon the sale of such Placee's Placing Shares
    on its behalf;

31. acknowledges that participation in the Placing is on the basis that it is
    not and will not be a client of UBS or Hoare Govett and that neither UBS nor
    Hoare Govett has any duties or responsibilities to it for providing the
    protections afforded to its clients or for providing advice in relation to
    the Placing or in respect of any representations, warranties, undertakings
    or indemnities contained in the Placing Agreement or for the exercise or
    performance of any of the Managers' rights and obligations thereunder
    including any rights to waive or vary any conditions;

32. undertakes that the person whom it specifies for registration as holder of
    the Placing Shares will be (i) itself or (ii) its nominee, as the case may
    be. Neither of the Managers nor Wolseley will be responsible for any
    liability to stamp duty or stamp duty reserve tax resulting from a failure
    to observe this requirement. Each Placee and any person acting on behalf of
    such Placee agrees to participate in the Placing and it agrees to indemnify
    Wolseley and each Manager in respect of the same on the basis that the
    Placing Shares will be credited to the CREST stock account of Apollo
    Nominees Limited (CREST Participant ID: 002; Member Account ID: PRI) as
    nominee for the Placee who will hold them as nominee on behalf of such
    Placee until settlement in accordance with its standing settlement
    instructions;

33. acknowledges that any agreements entered into by it pursuant to these terms
    and conditions shall be governed by and construed in accordance with the
    laws of England and it submits (on behalf of itself and on behalf of any
    Placee on whose behalf it is acting) to the exclusive jurisdiction of the
    English courts as regards any claim, dispute or matter arising out of any
    such contract, except that enforcement proceedings in respect of the
    obligation to make payment for the Placing Shares (together with any
    interest chargeable thereon) may be taken by Wolseley or each of the
    Managers in any jurisdiction in which the relevant Placee is incorporated or
    in which any of its securities have a quotation on a recognised stock
    exchange;

34. acknowledges that the Managers may (in their absolute discretion) satisfy
    their obligations to procure Placees by themselves agreeing to become a
    Placee in respect of some or all of the Placing Shares or by nominating any
    connected or associated person to do so;

35. agrees that Wolseley, the Managers and others will rely upon the truth and
    accuracy of the foregoing representations, warranties, acknowledgements and
    undertakings which are given to the Managers on their own behalf and on
    behalf of Wolseley and are irrevocable; and

36. agrees to indemnify and hold Wolseley and each of the Managers harmless from
    any and all costs, claims, liabilities and expenses (including legal fees
    and expenses) arising out of or in connection with any breach of the
    representations, warranties, acknowledgements, agreements and undertakings
    in this appendix and further agrees that the provisions of this appendix
    shall survive after completion of the Placing.


Except in circumstances where a Placee is in breach of the warranty given in
paragraph 21 above, no UK stamp duty or stamp duty reserve tax should be payable
to the extent that the Placing Shares are issued into CREST to, or to the
nominee of, a Placee who holds those shares beneficially (and not as agent or
nominee for any other person) within the CREST system and registered in the name
of such Placee or such Placee's nominee.


Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent or
nominee of a person to whom a depositary receipt may be issued or who will hold
the Placing Shares in a clearance service, or any arrangements subsequently to
transfer the Placing Shares, may give rise to UK stamp duty and/or stamp duty
reserve tax, for which neither Wolseley nor the Managers will be responsible and
the Placee to whom (or on behalf of whom, or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless Wolseley and the Managers in the event that any of Wolseley, UBS and/or
Hoare Govett has incurred any such liability to UK stamp duty or stamp duty
reserve tax.

Stamp, registration, documentary, transfer and similar taxes or duties payable
outside the UK will be the responsibility of the relevant Placee and the Placee,
or the Placee's nominee, in respect of whom (or in respect of the person for
whom it is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such non-UK
stamp, registration, documentary, transfer or similar taxes or duties undertakes
to pay such taxes and duties forthwith and to indemnify on an after-tax basis
and to hold harmless Wolseley and each of the Managers in the event that any of
Wolseley, UBS and/or Hoare Govett has incurred any such liability to such taxes
or duties.

This announcement has been issued by Wolseley and is the sole responsibility of
Wolseley.

UBS and Hoare Govett are each acting for Wolseley and no-one else in connection
with the Placing and other matters referred to in this announcement, and will
not be responsible to anyone other than Wolseley for providing the protections
afforded to its clients nor for providing advice in relation to the Placing or
any other matter referred to in this announcement.

When a Placee or person acting on behalf of the Placee is dealing with either of
the Managers, any money held in an account with either Manager on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money (within the meaning of the rules and regulations of the Financial
Services Authority made under FSMA) which, therefore, will not require the
relevant Manager to segregate such money, as that money will be held by them
under a banking relationship and not as a trustee.

Past performance is no guide to future performance and persons needing advie
should consult an independent financial adviser.

All times and dates in this announcement may be subject to amendment.
The Managers shall notify the Placees and any person acting on behalf of the
Placees of any changes.



ends.







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