Offer by Grafton Group plc

Grafton Group PLC
12 August 2004

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12 August 2004



                               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



Introduction



Arising from discussions between Grafton and Heiton over recent months, it was
announced on 6 August 2004, that Grafton had submitted a possible offer proposal
to the board of Heiton, which, if made, the board of Heiton would be prepared to
recommend for acceptance to Heiton Ordinary Shareholders. The possible offer was
0.58667 of a New Grafton Unit and €2.64 in cash per Heiton Ordinary Share which,
based on the Closing Price of €6.76 per Grafton Unit on 5 August 2004 (the
latest practicable date prior to the announcement of the potential recommended
offer) valued each Heiton Ordinary Share at approximately €6.606.



The boards of Grafton and Heiton are now pleased to announce that agreement has
been reached on the terms of recommended Offers to be made by AIB Corporate
Finance on behalf of Grafton Group Holdings, a wholly-owned subsidiary of
Grafton, to acquire the entire issued and to be issued share capital of Heiton.
Further details of the Offers, including the conditions attaching to each Offer,
are set out in Appendix I.



Recommendation



The directors of Heiton, who have been so advised by IBI Corporate Finance,
consider the terms of the Offers to be fair and reasonable.  In providing its
advice, IBI Corporate Finance has taken into account the commercial assessments
of the directors of Heiton.



Accordingly, the directors of Heiton intend unanimously to recommend that Heiton
Ordinary Shareholders accept the Ordinary Share Offer and that Heiton Preference
Shareholders accept the Preference Share Offer.  The directors of Heiton intend
to accept the Ordinary Share Offer in respect of their own beneficial holdings
amounting to, in aggregate, 1,203,071 Heiton Ordinary Shares, representing
approximately 2.4 per cent. of the existing issued ordinary share capital of
Heiton.  The directors of Heiton do not hold any Heiton Preference Shares.



The Offers



The Offers will be made by AIB Corporate Finance, on behalf of Grafton Group
Holdings, for all of the issued and to be issued Heiton Ordinary Shares and
Heiton Preference Shares, on the following bases:





The Ordinary Share Offer


for each Heiton Ordinary Share                       €2.64 in cash and
                                                     0.58667 of a New Grafton Unit



and so in proportion for any number of Heiton Ordinary Shares held, provided
that fractions of New Grafton Units will not be allotted to Heiton Ordinary
Shareholders.  Entitlements to New Grafton Units will be rounded down to the
nearest whole number of New Grafton Units and the fractional entitlement settled
in cash.



The Ordinary Share Offer values the current issued and to be issued ordinary
share capital of Heiton at approximately €336million, based on the Closing Price
of €6.65 per Grafton Unit on 11 August 2004, (the latest practicable date prior
to this announcement) of which approximately €136 million will be satisfied in
cash with the balance being satisfied by the issue of New Grafton Units.



The Ordinary Share Offer of €2.64 in cash and 0.58667 of a New Grafton Unit per
Heiton Ordinary Share is final and will not be increased except that, in the
event that a competitive situation arises, or an alternative third party
proposal emerges, Grafton reserves the right to revise any term of the Ordinary
Share Offer.



The Preference Share Offer


for each Heiton Preference Share                    €1.64 in cash




The Preference Share Offer values the entire issued preference share capital of
Heiton at approximately €0.2 million which will be satisfied in cash.



The Ordinary Share Offer will be subject, inter alia, to the following
conditions:



•                     valid acceptances being received in respect of not less
than 80 per cent. (or such lesser percentage as Grafton Group Holdings may,
subject to the Irish Takeover Rules, decide) of Heiton Ordinary Shares in
respect of the Ordinary Share Offer;



•                     the resolution to approve implement and effect the Offers
to be proposed at an extraordinary general meeting of Grafton to be convened in
connection with the Offers having been passed by Grafton ;



•                     receipt by Grafton of all relevant Competition Authority
clearances as required by the Competition Act, 2002; and



•                     Admission of the New Grafton Units, to be issued in
connection with the Ordinary Share Offer, to listing on the Irish Stock Exchange
and by the UK Listing Authority, and to dealing on the Irish Stock Exchange and
the London Stock Exchange.



The Preference Share Offer will be conditional on the Ordinary Share Offer
becoming unconditional in all respects.



Further details of the Offers are set out below. The conditions and further
terms of the Offers are contained in Appendix I.





Benefits of the Offers to Heiton Shareholders



Ordinary Share Offer



Based on the Closing Price of €6.65 per Grafton Unit on 11 August 2004, the
latest practicable date prior to this announcement, the Ordinary Share Offer:



•                     values each Heiton Ordinary Share at approximately €6.54



The expressed value of the Ordinary Share Offer will fluctuate in accordance
with movements in the price of a Grafton Unit throughout the period for which
the Ordinary Share Offer remains open for acceptance.



Based on the Closing Price of €6.65 per Grafton Unit on 11 August 2004, the
Ordinary Share Offer represents premiums of approximately:



•                     39.2 per cent. over the Closing Price of €4.70 per Heiton
Ordinary Share on 18 May 2004 (being the date prior to the acquisition by
Grafton of approximately 2.8 million Heiton Ordinary Shares on 19 May 2004);



•                     25.8 per cent. over the Closing Price of €5.20 per Heiton
Ordinary Share on 16 June 2004 (being the date prior to the commencement of the
Offer Period);



•                     34.7 per cent. over the average daily Closing Price of
approximately €4.86 per Heiton Ordinary Share over the 3 months up to 16 June
2004 (being the date prior to the commencement of the Offer Period); and



•                     62.0 per cent. over the average daily Closing Price of
approximately €4.04 per Heiton Ordinary Share over the 12 months up to 16 June
2004 (being the date prior to the commencement of the Offer Period).





The Ordinary Share Offer will enable Heiton Ordinary Shareholders to:



•                     receive a cash component of €2.64 per Heiton Ordinary
Share which, based on the Closing Price of €6.65 per Grafton Unit on 11 August
2004, being the latest practicable date prior to this announcement, represents
approximately 40 per cent. of the total consideration payable for each Heiton
Ordinary Share; and



•                     receive New Grafton Units in respect of approximately 60
per cent. of the total consideration per Heiton Ordinary Share, based on the
Closing Price of €6.65 per Grafton Unit on 11 August 2004, being the latest
practicable date prior to this announcement, payable for each Heiton Ordinary
Share which, the directors of Grafton believe, would enable Heiton Ordinary
Shareholders to benefit from the Grafton Group's strong position in the Irish
and UK markets, from potential cost savings and other benefits likely to arise
from a combination of the businesses of Grafton and Heiton and from Grafton's
proven successful strategy.





Preference Share Offer



•                     The Preference Share Offer will enable Heiton Preference
Shareholders to receive cash for their Heiton Preference Shares at a premium of
approximately 29 per cent. over their par value of €1.27.





Background to and reasons for recommending the Offers



In recent years, Heiton has successfully pursued a strategy of expanding both
organically through increasing market penetration and by acquisition. This
strategy has enabled Heiton to achieve a market leading position in the Irish
builders merchants market.  Between 30 April 1994 and 30 April 2004, Heiton has
grown operating profit (before exceptional items), at a compound average annual
rate of approximately 26 per cent. Across the same period the reported earnings
per share (before goodwill amortisation and exceptional items) has grown at an
average annual rate of approximately 27 per cent.



Grafton initially acquired approximately 8 per cent. of the issued share capital
of Heiton in March 1999 and has held in excess of 22 per cent. of the issued
ordinary shares in Heiton since the end of September 2001.  In its latest
acquisition of issued ordinary shares in Heiton on 19 May 2004, Grafton
purchased an additional approximately 5.3 per cent. of the issued ordinary share
capital of Heiton, thus increasing its shareholding to approximately 29 per
cent. of the issued ordinary share capital of Heiton.



On 17 June 2004, Grafton announced that it had submitted a proposal of  €6.35
per Heiton Ordinary Share, (which, excluding the proposed final dividend for the
year ended 30 April 2004, of €0.107 per issued ordinary share in Heiton equated
to €6.243), to be satisfied by way of a mix of cash and New Grafton Units. The
board of Heiton rejected this proposal, which it believed failed to value
adequately Heiton and its prospects.  The board of Heiton communicated to
Grafton that it was prepared to continue discussions to see if an agreement
could be reached on a proposal that, in the opinion of the board of Heiton
reflected the full value of Heiton and its prospects.  Following this
announcement by Grafton, Heiton was deemed by the Panel to be in an offer
period.



Following further discussions (which commenced on 27 July 2004), Grafton
submitted a revised proposal to the board of Heiton on 4 August 2004, of €6.60
per Heiton Ordinary Share, which was considered by the board of Heiton to be
recommendable.  This culminated in an announcement on 6 August 2004, of a
potential recommended offer of 0.58667 of a New Grafton Unit and €2.64 in cash
per Heiton Ordinary Share, which based on the Closing Price of €6.76 per Grafton
Unit on 5 August 2004, (the latest practicable date prior to the announcement of
the potential recommended offer) valued each Heiton Ordinary Share at
approximately €6.606.



The board of Heiton, which has been advised by IBI Corporate Finance, has,
considered inter alia the following factors :



  • Based on the Closing Price of €6.65 per Grafton Unit on 11 August 2004,
    the latest practicable date prior to the date of this announcement, the
    Ordinary Share Offer values each Heiton Ordinary Share at approximately
    €6.54 (the 'Current Value per Ordinary Share') and the entire issued and to
    be issued ordinary share capital of Heiton at approximately €336 million;



  • The Current Value per Ordinary Share represents a premium of approximately
    25.8 per cent. over the Closing Price of €5.20, per Heiton Ordinary Share on
    16 June 2004 (being the date prior to the commencement of the Offer Period).
      This was the all time high Closing Price of a Heiton Ordinary Share;



  • The Current Value per Ordinary Share represents a premium of approximately
    34.7 per cent. over the average Closing Price of approximately €4.86 per
    Heiton Ordinary Share in the 3 months up to 16 June 2004, (being the date
    prior to the commencement of the Offer Period);



  • The Current Value per Ordinary Share represents an increase of
    approximately 14 per cent. over the initial Grafton approach level of €5.743
    per Heiton Ordinary Share (excluding the proposed final dividend for the
    year ended 30 April 2004 of €0.107 per issued ordinary share in Heiton) and
    follows considerable negotiation between both parties since May 2004;



  • For the year ended 30 April 2004, the Heiton Group reported earnings per
    Heiton ordinary share (before goodwill and exceptional items) of 53.11 cent,
    which represented an increase of approximately 23 per cent. on the prior
    year reported figure of 43.08 cent per Heiton ordinary share. This
    improvement in earnings has been generated on the back of strong levels of
    activity in the Irish construction sector. The Current Value per Ordinary
    Share represents a multiple of approximately 12.3 times the Heiton Group's
    reported earnings per share (before goodwill amortisation and exceptional
    items) of 53.11 cent for the year ended 30 April 2004;



  • The Ordinary Share Offer will enable Heiton Ordinary Shareholders to
    receive the majority of their investment in New Grafton Units, which will
    allow them to participate in the Enlarged Group with greater scale and
    diversified businesses in the UK and Ireland;



  • The significant element of consideration payable in New Grafton Units
    should also allow Heiton Ordinary Shareholders to benefit from potential
    cost savings and other benefits likely to arise from such a combination;



  • Grafton has held in excess of 22 per cent. of the issued ordinary shares
    in Heiton since the end of September 2001 and increased its shareholding to
    approximately 29 per cent. of the issued ordinary shares in Heiton on 19 May
    2004. Heiton has received no other approaches to acquire the Heiton Group;
    and



  • Grafton has confirmed that the Ordinary Share Offer is final and will not
    be increased except that, in the event that a competitive situation arises,
    or an alternative third party proposal emerges, Grafton reserves the right
    to revise any term of the Ordinary Share Offer.



The Ordinary Share Offer is exclusive of the proposed final dividend for the
year ended 30 April 2004 of €0.107 per issued ordinary share in Heiton which,
subject to approval at the next annual general meeting of the Heiton Group, is
proposed to be paid on 20 August 2004 to Heiton Ordinary Shareholders on the
ordinary share register on 2 July 2004.  Heiton Ordinary Shareholders on the
register on 2 July 2004 will therefore receive total value of approximately
€6.648 per issued ordinary share in Heiton (based on the Current Value per
Ordinary Share) which represents a premium of approximately 28 per cent. to the
Closing Price of €5.20 per Heiton Ordinary Share on 16 June 2004, (being the
date prior to the commencement of the Offer Period).




Management and employees

Following completion of the Offers, the existing employment rights, including 
pension rights, of employees of Heiton will be fully safeguarded. Leo Martin
will be appointed to the board of Grafton after the Offers have become or are
declared unconditional in all respects.



Information on the Grafton Group



Grafton Group is a building materials group operating in the UK and Ireland.
Its principal operations incorporate builders and plumbers merchanting in the UK
and Ireland, DIY retailing in Ireland and dry mortar manufacturing, principally
in the UK. Grafton Group Holdings is a private limited company incorporated in
Ireland on 14 July 2004 and is a wholly owned subsidiary of Grafton.  The
directors of Grafton Group Holdings are Michael Chadwick and Colm (C) Nuallain.




Grafton Group reported turnover of €1.5 billion and profit before tax of €102
million for the year ended 31 December 2003.  The results for 2003 maintained
its record of consistently strong profitable growth since becoming an
independent public company in 1987.  During this period earnings per share, as
adjusted for property profits and goodwill, increased at an average annual rate
of 28 per cent.



Grafton Group's UK builders and plumbers merchanting and mortar manufacturing
businesses



In the year ended 31 December 2003, Grafton Group's UK builders merchanting,
plumbers merchanting and EuroMix mortar manufacturing businesses accounted for
turnover of €1.1 billion and operating profit before goodwill amortisation of
€78.6 million.  Its UK builders and plumbers merchanting businesses trade
principally under the Buildbase, Plumbase and Jackson brands from almost 300
branches and are the UK's fourth largest merchant with a market share of
approximately 8 per cent.



Development of Grafton Group's UK merchanting business intensified during the
early 1990s at a time when its profits were almost solely dependant on the Irish
merchanting market.  Grafton Group's strategy of diversifying its earnings base
both geographically and across the construction sector and related markets
involved the development of a strong UK merchanting business through the
acquisition and successful integration of small chain and single branch
merchanting businesses with strong positions in their local market place.



Grafton Group's UK merchanting business was further strengthened by the
acquisition in March 2003 of Jackson Building Centres Limited, the UK's seventh
largest merchant and largest regional merchanting business.  The business had a
turnover of €206 million in 2003.



EuroMix, the UK's largest manufacturer of silo based mortar for use in block and
bricklaying in residential and non residential construction, trades from 7
plants.



Grafton Group's Irish businesses



Grafton Group's Irish merchanting, DIY and manufacturing businesses reported a
turnover of  €384 million in the year ended 31 December 2003 and accounted for
26 per cent. of Grafton Group's turnover for the year.   The merchanting
business trades principally under the Chadwicks brand from 31 branches in
Ireland.  Woodie's DIY business trades from 18 branches throughout Ireland.





Grafton Group results for 2003 and prospects



Grafton Group reported that the year ended 31 December 2003 was another year of
excellent progress with the achievement of record sales, profits and earnings.



•         Sales were up 30 per cent. to €1.5 billion (2002: €1.15 billion)

•         Operating profit before goodwill increased by 34 per cent. to €123.3
million (2002: €92.3 million)

•         Profit before tax increased by 27 per cent. to €102.0 million (2002:
€80.2 million)

•         Earnings per share before goodwill and property profit increased by 22
per cent. to 45.1 cent (2002: 37.0 cent).



The results for 2003 were based on a strong performance across Grafton Group's
businesses in the UK and Ireland.



The UK businesses grew turnover by 37 per cent. to €1.1 billion (2002: €808.5
million) representing 74 per cent. of Grafton Group's turnover for the year.  UK
operating profit before goodwill increased by 46 per cent. to €78.6 million
(2002: €53.7 million).  The UK operating profit margin increased to 7.1 per
cent.  (2002: 6.6 per cent.) due to increased scale, buying benefits and
operational efficiencies.



The results of the UK businesses benefited during 2003 from a strong performance
in like-for-like activities, incremental profit from acquisitions made during
2002 and a strong 10-month contribution from the acquisition of Jackson Building
Centres Limited.



Irish turnover increased by 12 per cent. to €385 million (2002: €344 million),
and operating profit increased by 16 per cent. to €44.8 million (2002: €38.6
million).  Grafton Group's Irish businesses benefited from a favourable economic
environment, a high level of residential construction and strong repair,
maintenance and improvement activity.


Grafton Group has continued to experience favourable trading conditions in the
UK and Ireland during the first half of 2004 and this has been reflected in good
sales growth, in addition to strong integration led growth in the UK.  Grafton
Group's operations in the UK continue to benefit from synergies associated with
the larger acquisitions completed during 2003.  Sales in the Irish merchanting
and Woodie's DIY business have also increased.





Information on the Heiton Group



The Heiton Group is a leading building solutions provider to the trade and
retail sectors in Ireland through its divisions Heiton Trade Ireland and Heiton
Retail Ireland.  The Heiton Group also operates a specialist builders merchants
business in the UK through its Heiton Trade UK division and has a 30 per cent.
shareholding in a Polish builders merchant, Betor Sklady Budowlane Sp.z.o.o.  In
the year ended 30 April 2004, The Heiton Group reported a 5.0 per cent. increase
in turnover to €503 million from €479 million in the prior year and a 24.7 per
cent. increase in profit before taxation and goodwill amortisation and
exceptional items to €30.6 million from €24.6 million in the prior year.



Heiton Trade Ireland



Heiton Trade Ireland is the largest division in the Heiton Group, accounting for
approximately 68 per cent. of the Heiton Group's turnover in the year ended 30
April 2004.  The division is a market leader in Ireland and offers a broad range
of products to its customers from a network of 41 locations around Ireland.  The
division is made up of four distinct business units - Builders Merchants, Steel,
Hire and Wright Windows - and employs over 1,100 people in its operations.



Heiton Retail Ireland



Heiton Retail Ireland is a leading provider of refurbishment and home
enhancement products with a particular focus on DIY and home products through
Atlantic Homecare and kitchens and bedrooms through In-House at the Panelling
Centre.  Currently this division operates 17 stores throughout Ireland  with 13
Atlantic Homecare outlets and 4 In-House branches.  In the year ended 30 April
2004, this division accounted for approximately 19 per cent. of the Heiton
Group's turnover.



Heiton Trade UK



Heiton Trade UK is a leading provider of construction products and services to
the UK Civils market sector, specialising in providing tailored solutions to a
technically demanding market segment.  Heiton Trade UK operates from 6 locations
primarily in the Northwest and Southeast of England and employs approximately
170 people.  It accounted for approximately 14 per cent. of Heiton Group's
turnover in the year ended 30 April 2004.





Grafton Group's shareholding in Heiton



During the period between March 1999 and October 2001 Grafton Group acquired
11,760,291 Heiton Ordinary Shares.  This represented 23.83 per cent. of Heiton's
issued ordinary share capital and the cost of this investment amounted to €33.5
million.  On 19 May 2004, Grafton Group increased its investment in Heiton
through the acquisition of 2,637,198 Heiton Ordinary Shares at a cost of €13.4
million.  This increased Grafton Group's investment to 14,397,489 Heiton
Ordinary Shares representing 28.81 per cent. of the issued ordinary share
capital of Heiton as at 12 August 2004.



Strategy for the Enlarged Group



Following the Acquisition, the Enlarged Group will continue to pursue a strategy
of participating in the ongoing consolidation of the UK merchanting sector,
whilst also further strengthening the position of its Irish businesses through
small, bolt-on acquisitions and greenfield developments.  The Enlarged Group
will focus on maintaining strong performance across its businesses and
demonstrating the core strengths and quality of its brands in the UK and
Ireland.





Financial effects of acceptance of the Ordinary Share Offer



The attention of Heiton Ordinary Shareholders is drawn to the table in Appendix
II, which (on the bases and assumptions set out therein) shows the financial
effects of acceptance on capital value and income for an accepting Heiton
Ordinary Shareholder, if the Ordinary Share Offer becomes or is declared
unconditional in all respects.





Further details of the Offers



The Offers will extend to all Heiton Ordinary Shares and Heiton Preference
Shares unconditionally allotted or issued, together with any further such shares
which are unconditionally allotted or issued (including pursuant to the exercise
of options by holders of options over Heiton Ordinary Shares) while the Offers
remain open for acceptance or, subject to the Irish Takeover Rules, such earlier
date as Grafton Group Holdings may decide.



Heiton Ordinary Shares and Heiton Preference Shares will be acquired by, or on
behalf of Grafton Group Holdings, pursuant to the Offers, fully paid and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other third party rights of any nature whatsoever and
together with all rights now and hereafter attaching to such shares including,
without limitation, the right to receive in full all dividends and other
distributions (if any) declared, paid or made after the date of this
announcement, other than the proposed final dividend for the year ended 30 April
2004 of €0.107 per Heiton Ordinary Share which, subject to approval at the next
Heiton annual general meeting on 20 August 2004, is proposed to be paid on the
same day to Heiton Ordinary Shareholders on the ordinary share register on 2
July 2004.



The New Grafton Units will be issued free from all liens, charges, equitable
interests, encumbrances and any other third party rights of any nature
whatsoever and together with all rights now or hereafter attaching to such
shares.  The New Grafton Units will be credited as fully paid, will rank pari
passu in all respects with the Existing Grafton Units, including the rights to
receive all dividends and other distributions declared made or paid after the
issue of the New Grafton Units. The New Grafton Units are capable of being held
in certificated and uncertificated form. All of the Existing Grafton Units are,
and the New Grafton Units will be, in registered form.



AIB Corporate Finance confirms that resources are available to Grafton Group
Holdings sufficient to satisfy full acceptance of the cash element of the
Offers.





Mix and Match Facility



Heiton Ordinary Shareholders (other than certain overseas shareholders) may
elect under the terms of the Ordinary Share Offer, subject to availability, to
vary the proportions in which they receive New Grafton Units and cash
consideration in respect of their holdings of Heiton Ordinary Shares.  However,
the total number of New Grafton Units to be issued and the maximum aggregate
amount of cash to be paid under the Ordinary Share Offer will not be varied as a
result of elections under the Mix and Match Facility.  Accordingly, satisfaction
of elections made by Heiton Ordinary Shareholders under the Mix and Match
Facility will depend on the extent to which other Heiton Ordinary Shareholders
make offsetting elections.  However, if any of the Heiton Ordinary Shareholders
waive their entitlement to some or all of the New Grafton Units or cash
consideration in respect of their holdings of Heiton Ordinary Shares other than
pursuant to the Mix and Match Facility, this will not increase the number of New
Grafton Units or the amount of cash consideration available to other Heiton
Ordinary Shareholders under the Mix and Match Facility.  Satisfaction of
elections under the Mix and Match Facility will be effected on the basis of
€6.65 (being the Closing Price of a Grafton Unit on 11 August 2004, the latest
practicable date prior to the date of this announcement) in cash for each New
Grafton Unit and (and vice versa).   To the extent that elections cannot be
satisfied in full, they will be scaled down on a pro rata basis.



As a result, Heiton Ordinary Shareholders who make an election under the Mix and
Match Facility will not necessarily know the exact number of New Grafton Units
or the amount of cash that they will receive until settlement of the
consideration under the Ordinary Share Offer, although an announcement will be
made, when the Ordinary Share Offer becomes unconditional in all respects, of
the approximate extent to which Mix and Match Facility elections will be
satisfied.





Grafton Shareholder approval



In view of the size of Heiton relative to Grafton, inter alia, the approval of
Grafton Shareholders is required in accordance with the Listing Rules of The
Irish Stock Exchange and the UK Listing Authority.  An ordinary resolution of
Grafton Shareholders will be proposed to approve, implement and effect the
Offers by Grafton Group Holdings and to authorise the directors of Grafton and
Grafton Group Holdings to do all such things as they consider necessary or
appropriate in connection with the Offers.



The Offers will be conditional upon, inter alia, the passing of this resolution.





Heiton Share Option Schemes



The Ordinary Share Offer will extend to any Heiton Ordinary Shares
unconditionally allotted or issued pursuant to the exercise of options under the
Heiton Share Option Schemes while the Ordinary Share Offer remains open for
acceptance.

Appropriate proposals will be made to holders of options over Heiton Ordinary
Shares in due course.





Expense reimbursement agreement and non-solicitation arrangements



Grafton and Grafton Group Holdings have entered into an expense reimbursement
agreement dated 12 August 2004 with Heiton, the terms of which have been
approved by the Panel, whereby Heiton has agreed that Heiton will pay the
specific and quantifiable third party costs and out of pocket expenses
(including irrecoverable VAT) incurred by Grafton and/or Grafton Group Holdings
in connection with the Ordinary Share Offer up to a maximum of approximately
€3.36 million in the event of a third party offer to acquire all or
substantially all of the issued share capital of Heiton and that offer being
declared unconditional in all respects. Other than in these circumstances, in
the event that the directors withdraw their recommendation, which they are
entitled to do, no financial penalty arises from such withdrawal under the terms
of the expense reimbursement agreement.



IBI Corporate Finance, independent financial adviser to the directors of Heiton,
has confirmed in writing to the Panel, in accordance with Note 1 of Rule 21.2 of
the Irish Takeover Rules, that in the opinion of the directors of Heiton and IBI
Corporate Finance, in the context of the Ordinary Share Offer, the expense
reimbursement arrangement is in the best interests of Heiton Ordinary
Shareholders.



The expense reimbursement agreement contains a non-solicitation undertaking from
Heiton whereby Heiton has accepted certain restrictions on its ability to seek,
canvas, or solicit an approach from any other potential offerors.





Letters of Intent



The directors of Heiton who own or control in aggregate 1,203,071 Heiton
Ordinary Shares representing approximately 2.4 per cent. of the issued ordinary
share capital of Heiton have given letters of intent (or have confirmed their
intention) to Grafton and Grafton Group Holdings stating their intention (which
is non-binding) to accept or procure the acceptance of the Ordinary Share Offer
in accordance with its terms in respect of all of the Heiton Ordinary Shares
beneficially owned or acquired or to be acquired by them pursuant to the
exercise of options under the Heiton Share Option Schemes, subject to no other
offer being made to acquire all of the issued share capital of Heiton and the
directors of Heiton not having withdrawn their recommendation of the Offers and
the directors of Heiton not having sold their Heiton Ordinary Shares, or any of
them to a third party at a price in excess of €6.541 per Heiton Ordinary Share.



Other Heiton Ordinary Shareholders who own or control up to 5,607,479 Heiton
Ordinary Shares representing approximately  11.2 per cent. of the issued
ordinary share capital of Heiton have given letters of intent to Grafton and
Grafton Group Holdings stating their intention (which is non-binding) to accept
or procure the acceptance of the Ordinary Share Offer in respect of those Heiton
Ordinary Shares, subject to no other offer being made to acquire all of the
issued share capital of Heiton.







Offer Document



The Offers will be made on the terms and subject to the conditions set out in
Appendix I of this announcement and any further terms set out in the Offer
Document and the accompanying acceptance documents.  It is expected that the
Offer Document and the accompanying acceptance documents  will be posted to
Heiton Shareholders and, for information purposes only, to holders of options
over Heiton Ordinary Shares  as soon as practicable, and, in any event, within
28 days of the date of this announcement.





Disclosure of interests in Heiton



As at the 12 August 2004, parties acting in concert with Grafton owned
14,490,485 Heiton Ordinary Shares representing approximately 28.8 per cent. of
the existing issued ordinary share capital of Heiton. Within this aggregate
holding, 14,397,489 Heiton Ordinary Shares are owned by Weeksbury Limited, a
wholly owned subsidiary of Grafton Group.



Save for this interest, neither Grafton nor Grafton Group Holdings, nor the
directors of Grafton or Grafton Group Holdings, nor any party acting in concert
with Grafton or Grafton Group Holdings, owns or controls any Heiton Shares or
holds any options to acquire or subscribe for Heiton Shares or any derivative
referenced to Heiton Shares.



Neither Grafton, Grafton Group Holdings, nor any persons acting in concert with
Grafton nor Grafton Group Holdings has any arrangement in relation to Heiton
Shares, or any securities convertible or exchangeable into Heiton Shares or
options (including traded options) in respect of, or derivatives referenced to,
Heiton Shares.  For these purposes, 'arrangement' includes an indemnity or
option arrangement, any agreement or understanding, formal or informal, of
whatever nature, relating to relevant securities which is, or may be, an
inducement to deal or refrain from dealing in such securities.





De-listing, cancellation of trading and compulsory acquisition



It is intended that, subject to and following the Offers being declared
unconditional in all respects, and subject to any applicable requirements of the
Irish Stock Exchange, the London Stock Exchange or the UK Listing Authority,
Grafton and/or Grafton Group Holdings will procure that Heiton applies for
cancellation of the listing of the Heiton Shares on the Irish Stock Exchange and
on the UK Official List and for cancellation of the admission to trading of the
Heiton Shares on the markets of the Irish Stock Exchange and of the London Stock
Exchange.  It is expected that such cancellations will take effect no earlier
than 20 Business Days after the Offers are declared unconditional in all
respects.



De-listing would significantly reduce the liquidity and marketability of any
Heiton Shares in respect of which acceptances of the  Offers are not submitted.



If the Ordinary Share Offer is declared unconditional in all respects and
sufficient acceptances have been received, Grafton and/or Grafton Group Holdings
intends to apply the provisions of section 204 of the Companies Act, 1963 to
acquire compulsorily any outstanding Heiton Ordinary Shares not acquired or
agreed to be acquired pursuant to the Ordinary Share Offer or otherwise.  If the
Preference Share Offer is declared unconditional in all respects and sufficient
acceptances have been received, Grafton and/or Grafton Group Holdings intends to
apply the provisions of section 204 of the Companies Act, 1963 to acquire
compulsorily any outstanding Heiton Preference Shares not acquired or agreed to
be acquired pursuant to the Preference Share Offer or otherwise.





Responsibility



The directors of Grafton Group Holdings accept responsibility for the
information contained in this announcement, other than that relating to the
Heiton Group, the directors of Heiton and their immediate families, related
trusts and persons connected with them. To the best of the knowledge and belief
of the directors of Grafton Group Holdings (who have taken all reasonable care
to ensure that such is the case) the information contained in this announcement,
for which they accept responsibility, is in accordance with facts and does not
omit anything likely to affect the import of such information.



The directors of Grafton accept responsibility for the information contained in
this announcement, other than that  relating to the Heiton Group, the directors
of Heiton and their immediate families, related trusts and persons connected
with them. To the best of the knowledge and belief of the directors of Grafton
(who have taken all reasonable care to ensure that such is the case) the
information contained in this announcement, for which they accept
responsibility, is in accordance with facts and does not omit anything likely to
affect the import of such information.



The directors of Heiton accept responsibility for the information contained in
this announcement relating to the Heiton Group, the directors of Heiton and
their immediate families, related trusts and persons connected with them.  To
the best of the knowledge and belief of the directors of Heiton (who have taken
all reasonable care to ensure that such is the case) the information contained
in this announcement, for which they accept responsibility, is in accordance
with the facts and does not omit anything likely to affect the import of such
information.





General



This announcement does not constitute an offer to purchase or an invitation to
subscribe for any securities.



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 Irish Takeover Rules effective from 17 June 2004 (the commencement of the
Offer Period in respect of the Offers).



This announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules.



Grafton will be holding a conference call at 2.30 pm on Friday 13 August 2004.
Please contact Celeste O'Brien at Goodbody Stockbrokers ([phone]) for
details.





Enquiries:


Grafton Group plc
Michael Chadwick                  Telephone: [phone]
Chairman



Colm O'Nuallain
Finance Director

AIB Corporate Finance
Alan Doherty                      Telephone: [phone]

Goodbody Stockbrokers
Stephen Donovan                   Telephone: [phone]
Linda Hickey

Murray Consultants
Joe Murray                        Telephone: [phone]
                                  Mobile: [phone]

Citigate Dewe Rogerson
Ginny Pulbrook                    Telephone: [phone]

Heiton Group plc
Leo Martin                        Telephone: [phone]
Chief Executive



Peter Byers
Finance Director

IBI Corporate Finance
Peter Crowley                     Telephone: [phone]

Drury Communications
Billy Murphy                      Telephone: [phone]
                                  Mobile: [phone]







AIB Corporate Finance Limited, which is regulated 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 providing
the protections afforded to clients of AIB Corporate Finance Limited or for
providing advice in relation to the Offers, the contents of this announcement or
any transaction or arrangement referred to herein.



IBI Corporate Finance Limited is a subsidiary of The Governor and Company of the
Bank of Ireland, which is regulated by the Irish Financial Services Regulatory
Authority and is acting exclusively for Heiton and no one else in connection
with the Offers and will not be responsible to anyone other than Heiton for
providing the protections afforded to clients of IBI Corporate Finance Limited
or for providing advice in relation to the Offers, the contents of this
announcement or any transaction or arrangement referred to herein.



The availability of the Offers to persons outside Ireland may be affected by the
laws of the relevant jurisdiction in which they are resident. Such persons
should obtain advice and observe any applicable requirements. Unless otherwise
determined by Grafton Group Holdings, the Offers will not be 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 by 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 use,
means, instrumentality or facility from or within Australia, Canada, Japan,
South Africa, the United States or any other jurisdiction where it would be
unlawful to do so. Accordingly, copies of this announcement and any related
offering 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 invalidate any purported acceptance of the
Offers by persons in any such jurisdiction.



The full text of the conditions to, and reference to certain further terms of,
the Offers is set out in Appendix I.  The financial effects of acceptance of the
Offers are set out in Appendix II. The bases and sources used in this
announcement are outlined in Appendix III.  Appendix IV contains definitions of
certain terms used in this announcement.  The appendices form part of this
announcement.




                                   APPENDIX I



                   CONDITIONS AND FURTHER TERMS OF THE OFFERS



The Offers which will be made by AIB Corporate Finance on behalf of Grafton
Group Holdings Limited (a wholly-owned subsidiary of Grafton Group plc) will
comply with the Irish Takeover Rules and, where relevant, the respective rules
and regulations of the Irish Stock Exchange and the UK Listing Authority and
will be subject to the terms and conditions set out below and to be set out in
the Offer Document (and related acceptance documents). The Offers and any
acceptances thereunder will be governed by Irish law and subject to the
exclusive jurisdiction of the courts of Ireland which exclusivity shall not
limit the right to seek provisional or protective relief in the courts of
another State, during or after any substantive proceedings have been instituted
in Ireland, nor shall it limit the right to bring enforcement proceedings in
another State on foot of an Irish judgment and the terms and conditions set out
below.

1.             Conditions of the Ordinary Share Offer

The Ordinary Share Offer will be subject to the following conditions:

(a)   valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. (Dublin time) on the initial closing date (or such
later time(s) and/or date(s) as Grafton Group Holdings may, subject to the Irish
Takeover Rules, decide) in respect of not less than 80 per cent. (or such lower
percentage as Grafton Group Holdings may decide) in nominal value of the Heiton
Ordinary Shares Affected, provided that this condition shall not be satisfied
unless Grafton Group Holdings  shall have acquired or agreed to acquire (whether
pursuant to the Ordinary Share Offer or otherwise) Heiton Ordinary Shares
carrying in aggregate more than 50 per cent. of the voting rights then
exercisable at a general meeting of Heiton.

For the purposes of this condition:

(i)    any Heiton Ordinary Shares which have been unconditionally allotted shall
be deemed to carry the voting rights they will carry upon their being entered in
the register of members of Heiton; and

(ii)   the expression 'Heiton Ordinary Shares Affected' shall mean:

A.    Heiton Ordinary Shares which have been issued or unconditionally allotted
on or before the date the Ordinary Share Offer is made, excluding any Heiton
Ordinary Shares which have been cancelled after the date on which the Ordinary
Share Offer is made; and

B.       Heiton Ordinary Shares which have been issued or unconditionally
allotted after the date the Ordinary Share Offer is made but before the time at
which the Ordinary Share Offer closes, or such earlier date as Grafton Group
Holdings may, subject to the Irish Takeover Rules, decide (not being earlier
than the date on which the Ordinary Share Offer becomes unconditional as to
acceptances or, if later, the initial closing date), excluding any Heiton
Ordinary Shares which have been cancelled after the date on which the Ordinary
Share Offer is made;

but excluding any Heiton Ordinary Shares which, on the date the Ordinary Share
Offer is made, are already in the beneficial ownership of Grafton Group Holdings
within the meaning of section 204 of the Companies Act, 1963;



(b)   the Irish Stock Exchange and the UK Listing Authority agreeing to admit
the New Grafton Units to the Official Lists and  the Irish Stock Exchange and
the London Stock Exchange agreeing to admit the New Grafton Units to trading on
their markets for listed securities and (unless or to the extent otherwise
agreed with the Panel) such admission becoming effective in accordance with the
Listing Rules or (if determined by Grafton Group Holdings and subject to the
consent of the Panel) the Irish Stock Exchange and UK Listing Authority agreeing
to admit such New Grafton Units to the Official Lists and the Irish Stock
Exchange and London Stock Exchange agreeing to admit such New Grafton Units to
trading on their market for listed securities subject only to (i) the allotment
of such New Grafton Units and/or (ii) the Ordinary Share Offer becoming or being
declared unconditional in all respects;



(c)   the passing at an extraordinary general meeting of Grafton (or any
adjournment thereof) of such resolution or resolutions as may be necessary to
approve, implement and effect the Offers;

(d)   To the extent that the Competition Act, 2002 ('the Act') is applicable:




(i)                   the Competition Authority referred to in Section 29 of the
Act (the 'Authority') having, in accordance with Section 21(2)(a) of the Act,
informed Grafton and Heiton that the Offers may be put into effect; or



(ii)                 the period specified in Section 21(2) of that Act having
elapsed without the Authority having informed Grafton and Heiton of the
determination (if any) which it has made under Section 21(2); or



(iii)                the Authority, in accordance with Section 22(4)(a) of that
Act, having furnished to Grafton and Heiton a copy of its determination (if
any), in accordance with Section 22(3)(a) of that Act, that the Offers may be
put into effect; or



(iv)               the Authority, in accordance with Section 22(4)(a) of that
Act, having furnished to Grafton and Heiton a copy of its determination (if
any), in accordance with Section 22(3)(c), that the Offers may be put into
effect subject to conditions specified by the Authority being complied with and
such conditions not being in the reasonable opinion of Grafton of a material
nature, in the context of the Offer or the business of Heiton; or



(v)           the period of four months after the appropriate date (as defined
in Section 19(6) of that Act) having elapsed without the Authority having made a
determination under Section 22(3) in relation to the Offers.
 (e)  no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, including any
national anti-trust or merger control authorities, court, tribunal, trade
agency, professional association, environmental body, any analogous body
whatsoever or tribunal in any jurisdiction or any person other than the
Competition Authority referred to in Condition 1 (d) above (each a 'Third
Party') having decided to take, institute or implement any action, proceeding,
suit, investigation, enquiry or reference or having made, proposed or enacted
any statute, regulation or order or having done or decided to do anything which
would or might:

(i)                   make the Offers or their implementation, or the
acquisition or the proposed acquisition by Grafton Group Holdings of any shares
in, or control of, Heiton, or any of the assets of Heiton void, illegal or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, revoke, prohibit, restrict or delay the same or impose
additional or different conditions or obligations with respect thereto (except
for conditions or obligations that would not be material (in value terms or
otherwise) in the context of the Wider Heiton Group taken as a whole) or
otherwise challenge or interfere therewith (except where the result of such
challenge or interference would not have, or would not reasonably be expected to
have, a material adverse effect on the Wider Heiton Group taken as a whole);

(ii)                 result in a delay in the ability of Grafton Group Holdings,
or render Grafton Group Holdings unable, to acquire some or all of the Heiton
Shares or require a divestiture by any member of the Wider Grafton Group of any
shares in Heiton;

(iii)                (except where the consequences thereof would not be
material (in value terms or otherwise) in the context of the Wider Heiton Group
taken as a whole) and save as may be required by the Competition Authority as
referred to in Condition 1(d)(iv) above, require, prevent or delay the
divestiture by any member of the Wider Grafton Group or by any member of the
Wider Heiton Group of all or any portion of their respective businesses, assets
(including, without limitation, the shares or securities of any other member of
the Heiton Group) or property or (except where the consequences thereof would
not be material (in value terms or otherwise) in the context of the Wider Heiton
Group taken as a whole) and save as may be required by the Competition Authority
as referred to in Condition 1(d)(iv) above) impose any limitation on the ability
of any of them to conduct their respective businesses (or any of them) or own
their respective assets or properties or any part thereof;

(iv)               impose any material limitation on or result in a material
delay in the ability of Grafton Group Holdings to acquire, or to hold or to
exercise effectively, directly or indirectly, all or any rights of ownership of
shares (or the equivalent) in, or to exercise voting or management control over,
Heiton or (to the extent Heiton has such rights) any member of the Wider Heiton
Group which is material in the context of the Wider Heiton Group taken as a
whole or (except where the consequences thereof would not be material (in value
terms or otherwise) in the context of the Wider Heiton Group taken as a whole)
on the ability of any member of the Wider Heiton Group to hold or exercise
effectively, directly or indirectly, rights of ownership of shares (or the
equivalent) in, or to exercise rights of voting or management control over, any
member of the Wider Heiton Group;

(v)                 (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Heiton Group, taken as
a whole) and, save as may be required by the Competition Authority as referred
to in Condition 1(d)(iv) above, require any member of the Wider Grafton Group or
any member of the Wider Heiton Group to acquire or offer to acquire any shares
or other securities (or the equivalent) in, or any interest in any asset owned
by, any member of the Wider Heiton Group owned by any third party;

(vi)               impose any limitation on the ability of any member of the
Heiton Group to integrate or co-ordinate its business, or any part of it, with
the businesses of any member of the Wider Heiton Group (except where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Wider Heiton Group taken as a whole);

(vii)              result in any member of the Wider Heiton Group or any member
of the Wider Grafton Group ceasing to be able to carry on business under any
name or in any jurisdiction under or in which it presently does so (except where
the consequences thereof would not be material (in value terms or otherwise) in
the context of the Wider Heiton Group taken as a whole);

(viii)            cause any member of the Wider Heiton Group to cease to be
entitled to any Authorisation (as defined in paragraph (f) below) used by it in
the carrying on of its business (except where the consequences thereof would not
be material (in value terms or otherwise) in the context of the Wider Heiton
Group, taken as a whole); or

(ix)                otherwise adversely affect the business, profits, assets,
liabilities, financial or trading position of any member of the Wider Heiton
Group or any member of the Wider Grafton Group (except where the consequences
thereof would not be material (in value terms or otherwise) in the context of
the Wider Heiton Group taken as a whole);

(f)    all necessary notifications and filings having been made, all necessary
waiting and other time periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction in which Heiton or any
subsidiary or subsidiary undertaking of Heiton which is material in the context
of the Heiton Group taken as a whole (a Material Subsidiary) is incorporated or
carries on business which is material in the context of the Wider Heiton Group
taken as a whole having expired, lapsed or having been terminated (as
appropriate) (save to an extent which would not be material (in value terms or
otherwise) in the context of the Wider Heiton Group taken as a whole) and all
statutory or regulatory obligations in any jurisdiction in which Heiton or a
Material Subsidiary shall be incorporated or carry on business which is material
in the context of the Wider Heiton Group taken as a whole having been complied
with (save to an extent which would not be material (in value terms or
otherwise) in the context of the Wider Heiton Group taken as a whole), in each
case, in connection with the Offers or their implementation and all
authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, permissions and approvals in any jurisdiction
('Authorisations') reasonably deemed necessary or appropriate by Grafton Group
Holdings for or in respect of the Offers having been obtained on terms and in a
form reasonably satisfactory to Grafton Group Holdings from all appropriate
Third Parties, (except where the consequence of the absence of any such
Authorisation would not be material (in value terms or otherwise) in the context
of the Wider Heiton Group taken as a whole) all such Authorisations remaining in
full force and effect, there being no intimation of an intention to revoke or
vary or not to renew the same at the time at which the Offers become otherwise
unconditional and all necessary statutory or regulatory obligations in any such
jurisdiction having been complied with (except where the consequence of the
absence of any such Authorisation would not be material (in value terms or
otherwise) in the context of the Wider Heiton Group taken as a whole);

(g)   all applicable waiting periods and any other time periods during which any
Third Party could, in respect of the Offers or the acquisition or proposed
acquisition of any shares or other securities (or the equivalent) in, or control
of, Heiton or any member of the Wider Heiton Group by Grafton Group Holdings,
institute, implement or threaten any action, proceedings, suit, investigation,
enquiry or reference under the laws of any jurisdiction which would be
reasonably expected adversely to affect (to an extent which would be material
(in value terms or otherwise) in the context of the Wider Heiton Group taken as
a whole) any member of the Heiton Group, having expired, lapsed or been
terminated;

(h)   except as disclosed, there being no provision of any arrangement,
agreement, licence, permit, franchise, facility, lease or other instrument to
which any member of the Wider Heiton Group is a party or by or to which any such
member or any of its respective assets may be bound, entitled or be subject and
which, in consequence of the Offers or the acquisition or proposed acquisition
Grafton Group Holdings of any shares or other securities (or the equivalent) in
or control of, Heiton or any member of the Heiton Group or because of a change
in the control or management of Heiton or otherwise, would or would be
reasonably expected to result (except where, in any of the following cases, the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Wider Heiton Group taken as whole) in:

(i)                   any monies borrowed by, or any indebtedness or liability
(actual or contingent) of, or any grant available to any member of the Wider
Heiton Group becoming, or becoming capable of being declared, repayable
immediately or prior to their or its stated maturity or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn or inhibited
under any existing facility or loan agreement;

(ii)                 the creation or enforcement of any mortgage, charge or
other security interest wherever existing or having arisen over the whole or any
part of the business, property or assets of any member of the Wider Heiton Group
or any such mortgage, charge or other security interest becoming enforceable;

(iii)                any such arrangement, agreement, licence, permit,
franchise, facility, lease or other instrument or the rights, liabilities,
obligations or interests of any member of the Wider Heiton Group thereunder, or
the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated or adversely modified or any adverse action being taken or any
obligation or liability arising thereunder;

(iv)               any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Heiton  Group being or falling to be
disposed of or charged, or ceasing to be available to any member of the Wider
Heiton Group or any right arising under which any such asset or interest would
be required to be disposed of or charged or would cease to be available to any
member of the Wider Heiton Group otherwise than in the ordinary course of
business;

(v)                 any member of the Wider Heiton Group ceasing to be able to
carry on business under any name under which it presently does so;


(vi)               the value of, or financial or trading position of any member
of the Wider Heiton Group being prejudiced or  adversely affected; or

(vii)              the creation of any liability or liabilities (actual or
contingent) by any member of the Wider Heiton Group;

unless, if any such provision exists, such provision shall have been waived,
modified or amended on terms satisfactory to Grafton Group Holdings;

(i)    except as disclosed and/or save as publicly announced (by the delivery of
an announcement to the Irish Stock Exchange or the London Stock Exchange or
otherwise publicly disclosed in the Heiton Group annual report for the year
ended 30 April 2004) by Heiton on or prior to 21 June 2004, no member of the
Wider Heiton Group having, since  21 June 2004:

(i)                   issued or agreed to issue additional shares of any class,
or securities convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible or
exchangeable securities (except for (A) issues to Heiton or wholly-owned
subsidiaries of Heiton, or (B) upon any exercise of options under the Heiton
Share Option Schemes;

(ii)                 recommended, declared, paid or made any bonus, dividend or
other distribution other than bonuses, dividends or other distributions lawfully
paid or made to another member of the Wider Heiton Group, save for the proposed
final dividend in respect of the year ended 30 April 2004 of €0.107 per issued
ordinary share in Heiton which is proposed to be paid on 20 August 2004, to
Heiton Ordinary Shareholders on the ordinary share register on 2 July 2004, and,
in the event that the Ordinary Share Offer has not been declared unconditional
in all respects before 1 February 2005, an interim dividend of up to €0.08 per
Heiton ordinary share in issue on 1 February 2005, in respect of the financial
year ending 30 April 2005 and dividends on the Heiton Preference Shares in the
ordinary course;

(iii)                (save for transactions between two or more members of the
Heiton Group ('intra-Heiton Group transactions')) made or authorised, proposed
or announced any change in its loan capital (save in respect of loan capital
which is not material (in value terms or otherwise) in the context of the Heiton
Group taken as a whole);

(iv)               save for intra-Heiton Group transactions, implemented,
authorised, proposed or announced its intention to propose any merger, demerger,
reconstruction, amalgamation, scheme or (except in the ordinary and usual course
of trading)  acquisition or disposal of (or of any interest in) assets or shares
(or the equivalent thereof) in any undertaking or undertakings (except in any
such case where the consequences of any such merger, demerger, reconstruction,
amalgamation, scheme, acquisition or disposal would not be material (in value
terms or otherwise) in the context of the Heiton Group taken as a whole);

(v)                 except in the ordinary and usual course of business entered
into or materially improved, or made any offer (which remains open for
acceptance) to enter into or improve, the terms of the employment contract with
any director of Heiton or any person occupying one of the senior executive
positions in the Heiton Group or permitted a variation in the terms or rules
governing the Heiton Share Option Schemes;

(vi)               (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Heiton Group, taken as a
whole) issued or agreed to issue any loan capital or (save in the ordinary
course of business and save for intra-Heiton Group transactions) debentures or
incurred any indebtedness or contingent liability;

(vii)              purchased, redeemed or repaid or announced any offer to
purchase, redeem or repay any of its own shares or other securities (or the
equivalent) or reduced or made any other change to any part of its share
capital;

(viii)            (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Heiton Group taken as
a whole) (A) merged with any body corporate, partnership or business, or (B) and
save for intra-Heiton Group transactions acquired or disposed of, transferred,
mortgaged or encumbered any assets or any right, title or interest in any asset
(including shares and trade investments);

(ix)                (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Heiton Group taken as
a whole), entered into or varied any contract, transaction, arrangement or
commitment or announced its intention to enter into or vary any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or which is or could be materially restrictive on the business of any
member of the Wider Heiton Group;

(x)                  waived or compromised any claim which would be material (in
value terms or otherwise) in the context of the Wider Heiton Group taken as a
whole;

(xi)                (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Heiton Group, taken as
a whole) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Heiton Group taken as
a whole) ceased or threatened to cease to carry on all or a substantial part of
any business;

(xii)               (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Heiton Group taken as
a whole) made or agreed or consented to any significant change to the terms of
the trust deeds constituting the pension schemes established for its directors
and/or employees and/or their dependants or to the benefits which accrue, or to
the pensions which are payable thereunder, or to the basis on which
qualification for or accrual or entitlement to such benefits or pensions are
calculated or determined, or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or consented to
any change to the trustees involving the appointment of a trust corporation;

(xiii)             (except where the consequences thereof would not be material
(in value terms or otherwise) in the context of the Wider Heiton Group taken as
a whole) and save for voluntary solvent liquidations, taken any corporate action
or had any legal proceedings instituted against it in respect of its winding-up,
dissolution, examination or reorganisation or for the appointment of a receiver,
examiner, administrator, administrative receiver, trustee or similar officer of
all or any part of its assets or revenues, or (A) any analogous proceedings in
any jurisdiction, or (B) appointed any analogous person in any jurisdiction in
which Heiton or any Material Subsidiary shall be incorporated or carry on any
business which is material in the context of the Heiton Group taken as a whole;

(xiv)             entered into any agreement, contract or commitment or passed
any resolution or made any offer or announcement with respect to, or to effect
any of the transactions, matters or events set out in this condition; or

(xv)              except in the case of subsidiaries for amendments which are
not material, amended its memorandum or articles of association;

(j)    except as disclosed and/or save as publicly announced by Heiton (by
delivery of an announcement to the Irish Stock Exchange or the London Stock
Exchange or otherwise publicly disclosed in the Heiton Group annual report for
the year ended 30 April 2004) on or prior to 21 June 2004:

(i)                   there not having arisen any adverse change or
deterioration in the business, assets, financial or trading position or profits
of Heiton or any member of the Wider Heiton Group (save to an extent which would
not be material (in value terms or otherwise) in the context of the Wider Heiton
Group taken as a whole);

(ii)                 no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider Heiton Group is or
would reasonably be expected to become a party (whether as plaintiff or
defendant or otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Heiton Group having been instituted or
remaining outstanding by, against or in respect of any member of the Heiton
Group (save where the consequences of such litigation, arbitration proceedings,
prosecution or other legal proceedings or investigation are not or would not be
material (in value terms or otherwise) in the context of the Wider Heiton Group
taken as a whole);

(iii)                no contingent or other liability existing or having arisen
or become apparent to any member of the Wider Grafton Group which would
reasonably be expected to affect adversely any member of the Wider Heiton Group
(save where such liability is not or would not be material (in value terms) in
the context of the Wider Heiton Group taken as a whole); and

(iv)               no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence, consent,
permit or authorisation held by any member of the Wider Heiton Group which is
necessary for the proper carrying on of its business and which  is material in
the context of the Wider Heiton Group;

(k)   except as disclosed, Grafton or Grafton Group Holdings not having
discovered that any financial, business or other information concerning the
Wider Heiton Group which is material in the context of the Wider Heiton Group
taken as a whole and which has been publicly disclosed, is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not misleading (save
where the consequences thereof would not be material (in value terms or
otherwise) in the context of the Wider Heiton Group taken as a whole);

(l) except as disclosed and/or save as publicly announced (by delivery of an
announcement to the Irish Stock Exchange or the London Stock Exchange or
otherwise publicly disclosed in the Heiton Group annual report for the year
ended 30 April 2004) by Heiton on or prior to 12 August 2004, Grafton or Grafton
Group Holdings not having discovered:

(i)                   that any member of the Wider Heiton Group or any
partnership, company or other entity in which any member of the Wider Heiton
Group has an interest and which is not a subsidiary undertaking of Heiton is
subject to any liability, contingent or otherwise (save where such liability is
not or would not be material (in value terms or otherwise) in the context of the
Wider Heiton Group taken as whole);

(ii)                 in relation to any release, emission, discharge, disposal
or other fact or circumstance which has caused or might impair the environment
or harm human health, that any past or present member of the Wider Heiton Group
has acted in material violation of any laws, statutes, regulations, notices or
other legal or regulatory requirements of any Third Party (except where the
consequences thereof would not be material (in value terms or otherwise) in the
context of the Heiton Group, taken as a whole);

(iii)                that there is, or is likely to be, any liability, whether
actual or contingent, to make good, repair, reinstate or clean up any property
now or previously owned, occupied or made use of by any past or present member
of the Wider Heiton Group or any other property or any controlled waters under
any environmental legislation, regulation, notice, circular, order or other
lawful requirement of any relevant Authority (whether by formal notice or order
or not) or Third Party or otherwise (save where such liability is not or would
not be material (in value terms or otherwise) in the context of the Heiton Group
taken as a whole); and

(iv)               that circumstances exist which are likely to result in any
actual or contingent liability to any member of the Wider Heiton Group under any
applicable legislation referred to in sub-paragraph (iii) above to improve or
modify existing or install new plant, machinery or equipment or to carry out any
changes in the processes currently carried out (save where such liability is not
or would not be material (in value terms or otherwise) in the context of the
Heiton Group taken as a whole);


(m)  for the purposes of the conditions set out above:


(i)                   'Heiton Group' means Heiton and its subsidiaries and 
subsidiary undertakings;

(ii)           'disclosed' means fairly disclosed by or on behalf of Heiton in
writing (or in written form), or orally to Grafton or AIB Corporate Finance or
its respective employees, officers or advisers at any time up to 12 August 2004,
or at formal due diligence meetings between representatives of Grafton and
Heiton on 14 June 2004 and 10 August 2004;

(iii)          'initial closing date' means 3.00 p.m. (Dublin time) on the date
fixed by Grafton Group Holdings as the first closing date of the Offers, unless
and until Grafton in its discretion shall have extended the initial offer
period, in which case the term 'initial closing date' shall mean the latest time
and date at which the initial offer period, as so extended by Grafton, will
expire or, if earlier,  the date on which the Offers become or are declared
unconditional in all respects;

(iv)          'initial offer period' means the period from the date of the Offer
Document to and including the initial closing date;

(v)           'parent undertaking', 'subsidiary undertaking', 'associated
undertaking' and 'undertaking' have the meanings given by the European
Communities (Companies: Group Accounts) Regulations, 1992;

(vi)          'substantial interest' means an interest in 20 per cent. or more
of the voting equity capital of an undertaking;

(vii)         'Wider Heiton Group' means Heiton or any of its subsidiaries or
subsidiary undertakings or associated companies (including any joint venture,
partnership, firm or company or undertaking in which any member of the Grafton
Group (aggregating their interests) is interested) or any company in which any
such member has a substantial interest; and

(viii)        'Wider Grafton Group' means Grafton or any of its subsidiaries or
subsidiary undertakings or associated companies (including any joint venture,
partnership, firm or company or undertaking in which any member of the Grafton
Group (aggregating their interests) is interested) or any company in which any
such member has a substantial interest.

Subject to the requirements of the Panel, Grafton Group Holdings reserves the
right (but shall be under no obligation) to waive, in whole or in part, all or
any of the above conditions apart from conditions (a), (b), (c) and (d).

The Ordinary Share Offer will lapse unless all of the conditions set out above
have been fulfilled or (if capable of waiver) waived or, where appropriate, have
been determined by Grafton Group Holdings to be or to remain satisfied on the
day which is 21 days after the later of the initial closing date, the date on
which condition (a) is fulfilled or such later date as Grafton Group Holdings
may, with the consent of the Panel (to the extent required) decide. Except for
condition (a), Grafton Group Holdings shall not be obliged to waive (if capable
of waiver) or treat as satisfied any condition by a date earlier than the latest
day for the fulfilment of all conditions referred to in the previous sentence,
notwithstanding that any other condition of the Ordinary Share Offer may at such
earlier date have been waived or fulfilled or that there are at such earlier
dates no circumstances indicating that the relevant condition may not be capable
of fulfilment.


2.             Conditions of the Preference Share Offer



The Preference Share Offer will be conditional upon:



(a) the Ordinary Share Offer becoming unconditional in all respects.


(b)   valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. (Dublin time) on the initial closing date (or such
later time(s) and/or date(s) as Grafton Group Holdings may, subject to the Irish
Takeover Rules, decide) in respect of not less than 80 per cent. (or such lower
percentage as Grafton Group Holdings may decide) in nominal value of the Heiton
Preference Shares Affected., provided that this condition shall not be satisfied
unless Grafton Group Holdings  shall have acquired or agreed to acquire (whether
pursuant to the Preference Share Offer or otherwise.

For the purposes of this condition the expression 'Heiton Preference Shares
Affected' shall mean:

A.    Heiton Preference Shares which have been issued or unconditionally
allotted on or before the date the Preference Share Offer is made, excluding any
Heiton Preference Shares which have been cancelled after the date on which the
Preference Share Offer is made; and

B.       Heiton Preference Shares which have been issued or unconditionally
allotted after the date the Preference Share Offer is made but before the time
at which the Preference Share Offer closes, or such earlier date as Grafton
Group Holdings may, subject to the Irish Takeover Rules, decide (not being
earlier than the date on which the Preference Share Offer becomes unconditional
as to acceptances or, if later, the initial closing date), excluding any Heiton
Preference Shares which have been cancelled after the date on which the
Preference Share Offer is made;


but excluding any Heiton Preference Shares which, on the date the Preference
Share Offer is made, are already in the beneficial ownership of Grafton Group
Holdings within the meaning of section 204 of the Companies Act, 1963;






                                   APPENDIX II

                 FINANCIAL EFFECTS OF ACCEPTANCE OF THE OFFERS


The following table sets out, for illustrative purposes only and on the bases
and assumptions set out below, the financial effects of acceptance of the Offers
on capital value and gross income for an accepting Heiton Ordinary Shareholder
if the Offers become, or are declared, unconditional in all respects.


(a)  Increase in capital value                                                Notes
     Market value of one Heiton Ordinary Share                                   (i)               €5.20

     Cash consideration per Heiton Ordinary Share                                                  €2.64
     Value of a 0.58667 Grafton Unit                                            (ii)               €3.90
     Total value of consideration                                                                  €6.54

     Increase in capital value                                                                     €1.34

     This represents an increase of approximately                                                  25.8%





(b)  Increase in gross income                                                 Notes
     Gross income on one Heiton Ordinary Share                                  (iii)             €0.177

     Gross income from 0.58667 Grafton Unit                                     (iv)              €0.062
     Gross income from reinvestment of cash consideration                        (v)              €0.130
     Total gross income from consideration                                                        €0.192

     Increase in gross income                                                                     €0.015

     This represents an increase of approximately                                                   8.3%







(i)                   The value of one Heiton Ordinary Share is based on the
Closing Price per Heiton Ordinary Share of €5.20 on 16 June 2004 (being the date
prior to the commencement of the Offer Period on 17 June 2004).



(ii)                 The value of the share consideration is based on the
Closing Price per Existing Grafton Unit of €6.65 on 11 August 2004 (being the
latest practicable date prior to the date of this announcement).



(iii)                The gross income on one Heiton Ordinary Share is based on
the total dividends of €0.177 in respect of the year ended 30 April 2004



(iv)               The gross income on one Existing Grafton Unit is based on the
total redemption payments of €0.105 in respect of the year ended 31 December
2003.



(v)                 The gross income from the reinvestment of the cash
consideration has been calculated on the assumption that the cash is re-invested
so as to yield 4.93per cent. per annum, being the FTSE Actuaries Government
Securities average gross redemption yield for UK gilts with maturity of between
five to fifteen years as obtained from the Financial Times on 11 August 2004,
being the latest practicable date prior to the issue of this announcement.



(vi)               No account has been taken of any potential liability to
taxation.




                                  APPENDIX III



                               BASES AND SOURCES





(a)     The information on the Grafton Group is extracted from the Annual Report
and Accounts of Grafton for the periods ended 31 December 2003.



(b)   The information on the Heiton Group is extracted from the Annual Report
and Accounts of Heiton for the periods ended 30 April 1994 and 30 April 2004.



(c)  The value of the Offers is based upon there being 49,971,176 Heiton
Ordinary Shares in issue, 1,393,775 Heiton Ordinary Shares to be issued to
holders of options under the Heiton Share Option Schemes and  110,918 Heiton
Preference Shares in issue as at 12 August 2004.



(d) The statement in relation to potential cost savings and other benefits
likely to arise from a combination of Heiton and Grafton is not intended to be a
profit forecast and profits and/or earnings per share will not necessarily be
changed.




                                  APPENDIX IV
                                  DEFINITIONS


The following definitions apply throughout this announcement unless the context
requires otherwise


'A Ordinary Share'                            an A Ordinary Share of 0.01 cent in the capital of Grafton;
£ or 'Stg' or 'Pounds Sterling'               the lawful currency of the United Kingdom;


'Acquisition'                                 the proposed acquisition of the entire issued and to be issued
                                              share capital of Heiton pursuant to the Offers;


'Admission'                                   the admission of the New Grafton Units to the Official List of
                                              the Irish Stock Exchange and the Official List of the UK
                                              Listing Authority and for trading on the London Stock
                                              Exchange's market for listed securities becoming effective in
                                              accordance with the Listing Rules;


'AIB Corporate Finance'                       AIB Corporate Finance Limited;


'Australia'                                   the Commonwealth of Australia, its possessions, territories
                                              and all areas subject to its jurisdiction and political
                                              sub-divisions thereof;


'Business Day'                                a day, not being a Saturday or Sunday, on which the banks in
                                              Dublin are open for business;


' C Ordinary Share'                           a C Ordinary Share of Stg.0.0001p in the capital of Grafton
                                              (UK);


'Canada'                                      Canada, its provinces, possessions and territories and all
                                              areas subject to its jurisdiction and any political
                                              sub-division thereof;


'Closing Price'                               the official closing price or closing middle market quotation,
                                              as appropriate, of a Heiton Ordinary Share or an Existing
                                              Grafton Unit, as the case may be, as derived from the Official
                                              List;


'Companies Acts'                              the Companies Acts, 1963 to 2003 and every statutory
                                              extension, modification or re-enactment thereof from time to
                                              time in force;


'Competition Authority'                       means the Irish Competition Authority established pursuant to
                                              the Irish Competition Act, 2002;


'Enlarged Group' or 'Enlarged Grafton Group'  Grafton Group as enlarged by the Acquisition following closing
                                              of the Offers;


'Euro' or '€'                                 the currency introduced on 1 January 1999 pursuant to the
                                              treaty establishing the European Community;


'FSMA'                                        the UK Financial Services and Markets Act 2000;

'Grafton'                                     Grafton Group plc;


'Grafton Group'                               Grafton Group plc, its subsidiaries and associated
                                              undertakings;

'Grafton Group Holdings'                      Grafton Group Holdings Limited;


'Grafton Shareholders'                        holders of Grafton Units;


'Grafton Unit' or an 'Existing Grafton Unit'  a unit comprising one Ordinary Share, one C Ordinary Share and
                                              ten 'A' Ordinary Shares or such other number thereof, if any,
                                              for the time being in issue, provided that the 'A' Ordinary
                                              Shares are fully paid up as to their nominal value prior to
                                              issue, held by the same holder;


 'Grafton (UK)'                               Grafton Group (UK) plc, a wholly-owned subsidiary of Grafton;


'Group' or 'Grafton Group'                    the Company, its subsidiary and associated undertakings;


'Heiton'                                      Heiton Group plc;

'Heiton Group'                                Heiton, its subsidiaries and associated undertakings;


'Heiton Ordinary Shareholders'                holders of Heiton Ordinary Shares;

'Heiton Ordinary Shares' or 'Ordinary Shares' the existing issued and unconditionally allotted, fully paid
                                              ordinary shares of €0.32 each in the capital of Heiton  and
                                              any such further shares which may be issued and
                                              unconditionally allotted prior to the date on which the Offers
                                              close or, subject to the Irish Takeover Rules, such earlier
                                              date as Grafton Group Holdings may decide;


'Heiton Preference Shares' or 'Preference     the existing issued fully paid 6 per cent. cumulative
Shares'                                       preference shares of €1.27 each in the capital of Heiton and
                                              any such further shares which may be issued and
                                              unconditionally allotted prior to the date on which the Offers
                                              close or, subject to the Irish Takeover Rules, such earlier
                                              date as Grafton Group Holdings may decide;


'Heiton Shareholders'                         holders of Heiton Shares;


'Heiton Share Option Schemes'                 the Heiton Holdings plc Share Option Scheme (1979 Plan), the
                                              Heiton Holdings plc 1999 Share Option Plan and the Heiton
                                              Holdings Employees Savings Related Share Option Scheme;


'Heiton Shares'                               the Heiton Ordinary Shares and Heiton Preference Shares and
                                              each an 'Heiton Share';


'IBI Corporate Finance'                       IBI Corporate Finance Limited, a wholly-owned subsidiary of
                                              The Governor and Company of the Bank of Ireland;

'Ireland'                                     Ireland, excluding Northern Ireland;

'Irish Listing Rules'                         the rules and regulations made by the Irish Stock Exchange
                                              under the European Communities (Stock Exchange) Regulations,
                                              1984;


'Irish Stock Exchange'                        The Irish Stock Exchange Limited;


'Irish Takeover Rules'                        the Irish Takeover Panel Act, 1997, Irish Takeover Rules 2001
                                              and 2002 and the Irish Takeover Panel Act, 1997, Substantial
                                              Acquisition Rules, 2001 or any of them as the context may
                                              require;


'Japan'                                       Japan, its cities and prefectures, territories and
                                              possessions;


'Listing Rules'                               means the Listing Rules of the Irish Stock Exchange and the UK
                                              Listing Authority;


'London Stock Exchange'                       London Stock Exchange plc;


'Mix and Match Facility'                      the right of Heiton Shareholder(s) (other than certain
                                              overseas persons) to elect, subject to availability, to vary
                                              the proportions in which they receive New Grafton Units and
                                              cash under the Ordinary Share Offer;


'New Grafton Units'                           the new Grafton Units to be issued pursuant to the Ordinary
                                              Share Offer;


'Offer Document'                              means the document containing the Offers to be despatched to
                                              Heiton Shareholders by no later than 10 September 2004;


'Offer Period'                                the offer period for the purposes of the Irish Takeover Rules
                                              which commenced on 17 June 2004, being the date of the
                                              announcement by Grafton that it may or may not make an offer
                                              for Heiton and ending on the latest of 3.00 p.m. on the
                                              initial closing date of the Offers or the date when the Offers
                                              lapse or the date that the Ordinary Share Offer becomes or is
                                              declared unconditional as to acceptances;
'Offers'                                      means, separately, each of the Ordinary Share Offer and the
                                              Preference Share Offer and (where the context so requires) any
                                              revision, variation or renewal thereof and extension thereto;


'Official List' or 'Official Lists'           means the Official List of the Irish Stock Exchange and/or the
                                              Official List of the UK Listing Authority as the context so
                                              requires;


'Ordinary Share'                              an ordinary share of €0.05 in the capital of Grafton;


'Ordinary Share Offer'                        the offer by AIB Corporate Finance on behalf of Grafton Group
                                              Holdings (a wholly-owned subsidiary of Grafton) for the Heiton
                                              Ordinary Shares;


'Panel'                                       the Irish Takeover Panel established under the Irish Takeover
                                              Panel Act, 1997;


'Preference Share Offer'                      the offer by AIB Corporate Finance on behalf of Grafton Group
                                              Holdings (a wholly-owned subsidiary of Grafton) for the Heiton
                                              Preference Shares;


'UK Listing Authority' or 'UKLA'              the Financial Services Authority of the United Kingdom acting
                                              in its capacity as competent authority for the purposes of
                                              Part VI of FSMA;


'United Kingdom 'or 'UK'                      the United Kingdom of Great Britain and Northern Ireland;


'United States' or 'US'                       the United States of America, its territories and possessions,
                                              any state of the United States of America and the District of
                                              Columbia and all other areas subject to its jurisdiction or
                                              any political subdivision thereof;


'US Person'                                   has the meaning given under Rule 902 of Regulations under the
                                              US Securities Act; and


'US Securities Act'                           the United States Securities Act of 1933, as amended, updated
                                              and superceded from time to time.







All amounts contained within this document referred to by '€' and 'c' refer to
the euro and cent.



All amounts contained with this document referred to by 'Stg', '£' and 'p' refer
to pounds Sterling and pence Sterling.



Any references to 'subsidiary undertaking', 'associated undertaking' and '
undertaking' have the meanings given by the European Communities (Companies:
Group Accounts) Regulations, 1992.



Any reference to 'subsidiary' has the meaning given to it by Section 155 of the
Companies Act, 1963.



Any references to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.  Any reference to any
legislation is to Irish legislation unless specified otherwise.



Words importing the singular shall include the plural and vice versa and words
importing the masculine shall include the feminine or neuter gender.


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