Possible Offer for Heiton Grp

Grafton Group PLC
17 June 2004



17 June 2004





                               Grafton Group plc

Possible Offer for Heiton Group plc



Grafton Group plc ('Grafton') announces that it has been in discussions with the
Board of Heiton Group plc ('Heiton') with regard to a possible offer to acquire
the entire issued and to be issued ordinary share capital of Heiton (the '
Possible Offer').  The discussions culminated in a proposal to the Board of
Heiton on the basis of receiving a recommendation from the Board of Heiton and
amounted to €6.35 per Heiton share to be satisfied by way of a mix of cash and
Grafton shares and assumed that no further dividends would be paid on the
ordinary shares of Heiton. Grafton's intention would be to satisfy the Possible
Offer by way of circa 40% cash and circa 60% shares with a mix and match
facility.  The Possible Offer would value the whole of Heiton's fully diluted
share capital at over €325 million.  The Board of Heiton rejected this proposal.
Grafton continues to review its strategic options, including the possibility of
making an offer for Heiton.



The possible acquisition of Heiton would be in line with Grafton's stated
strategy of participating in the consolidation of the UK and Irish merchanting
sectors.  Grafton believes that the acquisition of Heiton would create an Irish
builders merchant and DIY group with the potential to develop nationally and
internationally in competition with major players in the industry.



This announcement does not constitute an offer, and Grafton does not currently
have a firm intention to make such an offer. There can be no certainty that any
offer will ultimately be made.



A further announcement will be made in due course.



A holder of 1% or more of the shares of Heiton or Grafton may have disclosure
obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover
Rules, 2001, effective from the date of this announcement.



Enquiries:



Grafton Group plc
Telephone:        [phone]

Michael Chadwick        Executive Chairman


Colm o Nuallain            Finance Director



Murray Consultants
Telephone:        [phone]

Joe Murray
Mobile: [phone]



AIB Corporate Finance                                                Telephone:
       [phone]

Alan Doherty

Peter Coyne



Goodbody Stockbrokers                                              Telephone:
     [phone]

Stephen Donovan

Linda Hickey





The directors of Grafton accept responsibility for the information contained in
this announcement.  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 is in accordance with the facts
and does not omit anything likely to affect the import of such information.



AIB Corporate Finance Limited, which is regulated by the Irish Financial
Services Regulatory Authority, is acting exclusively for Grafton and no one else
in connection with the possible offer for Heiton and will not be responsible to
anyone other than Grafton for providing the protections afforded to clients of
AIB Corporate Finance Limited or for providing advice in relation to any such
possible offer.





This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.










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