Offer Update

Grafton Group PLC
08 November 2004

8 November 2004
Grafton Group plc



Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, South Africa or the United States.



Recommended Offers by AIB Corporate Finance on behalf of Grafton Group Holdings
Limited (a wholly-owned subsidiary of Grafton Group plc) for Heiton Group plc



          Ordinary Share Offer becomes unconditional as to acceptances

Grafton Group Holdings today announces that, as at 1.00 p.m. on 8 November 2004, valid acceptances of the Ordinary Share
Offer had been received in respect of a total of 44,677,057 Heiton Ordinary Shares, representing approximately 89.23 per
cent. of the existing issued ordinary share capital of Heiton. Accordingly the Ordinary Share Offer has now become 
unconditional as to acceptances. The Offers remain subject, inter alia, to the receipt by Grafton of all relevant 
Competition Authority clearances.

The Offers, including the Mix and Match Facility, have been extended and will remain open for acceptance until further 
notice.

As at 1.00 p.m. on 8 November, 2004, elections under the Mix and Match Facility had been received for additional New 
Grafton Units in respect of 37,850,334 Heiton Ordinary Shares, for additional cash in respect of 1,559,758 Heiton 
Ordinary Shares, and for the Ordinary Share Offer in respect of 5,266,965 Heiton Ordinary Shares.


Prior to the commencement of the Offer Period, Weeksbury Limited held 14,397,489
Heiton Ordinary Shares, representing approximately 28.76 per cent of the
existing issued ordinary share capital of Heiton.



Prior to the commencement of the Offer Period, Fergus Malone and Norman D.
Kilroy held 10,000 and 5,000 Heiton Ordinary Shares respectively, representing
approximately 0.03 per cent of the existing issued ordinary share capital of
Heiton.



Prior to the commencement of the Offer Period, AIB Corporate Finance and persons
controlling, controlled by or under the same control as AIB Corporate Finance
(except in any such case in the capacity of an exempt market-maker or exempt
fund manager) held 88,135 Heiton Ordinary Shares representing approximately 0.18
per cent of the existing issued ordinary share capital of Heiton.



Valid acceptances of the Ordinary Share Offer have been received in respect of
14,451,894 of the above Heiton Ordinary Shares representing approximately 28.86
per cent of the existing issued ordinary share capital of Heiton.



Valid acceptances of the Ordinary Share Offer from the directors of Heiton have
been received in respect of 1,203,818 Heiton Ordinary Shares representing
approximately 2.40 per cent of the existing issued ordinary share capital of
Heiton. This represents acceptance in full of the Ordinary Share Offer by the
directors of Heiton in respect of their Heiton Ordinary Shares.



Save as referred to above, neither Grafton Group Holdings nor any persons acting
or deemed to be acting in concert at the relevant times ('persons acting in
concert') with Grafton Group Holdings held Heiton Ordinary Shares or rights in
respect thereof prior to the Offer Period and no Heiton Ordinary Shares or
rights in respect thereof have been acquired or agreed to be acquired or sold or
agreed to be sold by or on behalf of Grafton Group Holdings or persons acting in
concert with it during the Offer Period and no acceptances of the Ordinary Share
Offer have been received from such persons.



Grafton Group Holdings also announces that as at 1.00 p.m. on 8 November 2004,
valid acceptances had been received in respect of 70,830 Heiton Preference
Shares, representing approximately 63.85 per cent of the existing issued
preference share capital of Heiton.



Copies of the Offer Document and the Listing Particulars are available at the
Document Viewing Facility of the UK Listing Authority, The Financial Services
Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS.



Terms defined in the Offer Document dated 9 September 2004 shall have the same
meaning in this announcement.  Grafton Group Holdings reserves all of its rights
under the Offers.



Enquiries:

AIB Corporate Finance                        Telephone: [phone]
Alan Doherty

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





AIB Corporate Finance, which is authorised by the Irish Financial Services
Regulatory Authority, is acting exclusively for Grafton and Grafton Group
Holdings and no one else in connection with the Offers and will not be
responsible to anyone other than Grafton or Grafton Group Holdings for giving
the protections afforded to clients of AIB Corporate Finance or for giving
advice in relation to the Offers or the contents of this announcement.



The Offers are not being made, directly or indirectly, in, into or from
Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so, or by use of the mails, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or any facility of a national
securities exchange of Australia, Canada, Japan, South Africa, the United States
or any other jurisdiction where it would be unlawful to do so and the Offers
will not be capable of acceptance by any such means, instrumentality or
facility, or from within Australia, Canada, Japan, South Africa, the United
States or any other jurisdiction where it would be unlawful to do so.
Accordingly, copies of the Offer Document, the Form(s) of Acceptance and any
related documents are not being and must not be mailed, or otherwise distributed
or sent in, into or from Australia, Canada, Japan, South Africa, the United
States or any other jurisdiction where it would be unlawful to do so and persons
receiving such documents (including, custodians, nominees and trustees) must not
distribute or send them in, into or from Australia, Canada, Japan, South Africa,
the United States or any other jurisdiction where it would be unlawful to do so,
as doing so may render invalid any purported acceptance of the Offers.
Notwithstanding the foregoing restrictions, Grafton Group Holdings reserves the
right to permit the Offer(s) to be accepted, if in its sole discretion, it is
satisfied that the transaction in question is exempt from or not subject to the
legislation or regulation giving rise to the restrictions in question.



The directors of Grafton and Grafton Group Holdings accept responsibility for
the information contained in this announcement. To the best of the knowledge and
belief of the directors of Grafton and Grafton Group Holdings (who have taken
all reasonable care to ensure that such is the case), the information contained
in this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.



Any person who is the holder of 1 per cent or more of any class of shares in
Heiton or Grafton may be required to make disclosures pursuant to Rule 8.3 of
the Takeover Rules.



END




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