Level of acceptances

Grafton Group PLC 01 October 2004 1 October 2004 Grafton Group plc Not for release, publication or distribution, in whole or in part, in, into or from Australia, Canada, Japan, South Africa or the United States. Recommended Offers by AIB Corporate Finance on behalf of Grafton Group Holdings Limited (a wholly-owned subsidiary of Grafton Group plc) for Heiton Group plc Level of acceptances and extension of the Offers Grafton Group Holdings announces that as at 3.00 p.m. on 30 September 2004, the first closing date of the Ordinary Share Offer, valid acceptances had been received in respect of 27,021,320 Heiton Ordinary Shares, representing approximately 53.96 per cent of the existing issued ordinary share capital of Heiton. The Offers, including the Mix and Match Facility, have been extended and will remain open for acceptance until 3.00 p.m. on 8 November 2004. Prior to the Offer Period, Weeksbury Limited held 14,397,489 Heiton Ordinary Shares, representing approximately 28.76 per cent of the existing issued ordinary share capital of Heiton. Prior to the Offer Period, Fergus Malone and Normal D. Kilroy held 10,000 and 5,000 Heiton Ordinary Shares respectively, representing approximately 0.03 per cent of the existing issued ordinary share capital of Heiton. Prior to the Offer Period, AIB Corporate Finance and persons controlling, controlled by or under the same control as AIB Corporate Finance (except in any such case in the capacity of an exempt market-maker or exempt fund manager) held 88,135 Heiton Ordinary Shares representing approximately 0.18 per cent of the existing issued ordinary share capital of Heiton. Valid acceptances of the Ordinary Share Offer have been received in respect of 78,191 of the above Heiton Ordinary Shares representing approximately 0.16 per cent of the existing issued ordinary share capital of Heiton. Valid acceptances of the Ordinary Share Offer from the directors of Heiton have been received in respect of 1,203,818 Heiton Ordinary Shares representing approximately 2.40 per cent of the existing issued ordinary share capital of Heiton. This represents acceptance in full of the Ordinary Share Offer by the directors of Heiton in respect of their Heiton Ordinary Shares. Save as referred to above, neither Grafton Group Holdings nor any persons acting or deemed to be acting on concert at the relevant times ('persons acting in concert') with Grafton Group Holdings held Heiton Ordinary Shares or rights in respect thereof prior to the Offer Period and no Heiton Ordinary Shares or rights in respect thereof have been acquired or agreed to be acquired or sold or agreed to be sold by or on behalf of Grafton Group Holdings or persons acting in concert with it during the Offer Period and no acceptances of the Ordinary Share Offer have been received from such persons. Grafton Group Holdings also announces that as at 3.00 p.m. on 30 September 2004, the first closing date of the Preference Share Offer, valid acceptances had been received in respect of 46,340 Heiton Preference Shares, representing approximately 41.77 per cent of the existing issued preference share capital of Heiton. Terms defined in the Offer Document dated 9 September 2004 shall have the same meaning in this announcement. Grafton Group Holdings reserves all of its rights under the Offers. Enquiries: AIB Corporate Finance Telephone: +353 1 667 0233 Alan Doherty Murray Consultants Telephone: +353 1 498 0300 Joe Murray Mobile: +353 86 253 4950 AIB Corporate Finance, which is authorised by the Irish Financial Services Regulatory Authority, is acting exclusively for Grafton and Grafton Group Holdings and no one else in connection with the Offers and will not be responsible to anyone other than Grafton or Grafton Group Holdings for giving the protections afforded to clients of AIB Corporate Finance or for giving advice in relation to the Offers or the contents of this announcement. The Offers are not being made, directly or indirectly, in, into or from Australia, Canada, Japan, South Africa, the United States or any other jurisdiction where it would be unlawful to do so, or by use of the mails, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or any facility of a national securities exchange of Australia, Canada, Japan, South Africa, the United States or any other jurisdiction where it would be unlawful to do so and the Offers will not be capable of acceptance by any such means, instrumentality or facility, or from within Australia, Canada, Japan, South Africa, the United States or any other jurisdiction where it would be unlawful to do so. Accordingly, copies of the Offer Document, the Form(s) of Acceptance and any related documents are not being and must not be mailed, or otherwise distributed or sent in, into or from Australia, Canada, Japan, South Africa, the United States or any other jurisdiction where it would be unlawful to do so and persons receiving such documents (including, custodians, nominees and trustees) must not distribute or send them in, into or from Australia, Canada, Japan, South Africa, the United States or any other jurisdiction where it would be unlawful to do so, as doing so may render invalid any purported acceptance of the Offers. Notwithstanding the foregoing restrictions, Grafton Group Holdings reserves the right to permit the Offer(s) to be accepted, if in its sole discretion, it is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question. The directors of Grafton and Grafton Group Holdings accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Grafton and Grafton Group Holdings (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. Any person who is the holder of 1 per cent or more of any class of shares in Heiton or Grafton may be required to make disclosures pursuant to Rule 8.3 of the Takeover Rules. END This information is provided by RNS The company news service from the London Stock Exchange
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