Heads of terms agreement

Hill & Smith Hldgs PLC
03 February 2006



Proposed acquisition of Metnor Galvanizing 

The boards of Hill & Smith Holdings PLC ('Hill & Smith') and Metnor Group PLC
('Metnor') are pleased to announce that they have today signed non-binding Heads
of Agreement for the acquisition by Hill & Smith of the galvanizing business of
Metnor ('Metnor Galvanizing'). The Heads of Agreement include an indicative
offer of £10.0 million in cash for the galvanizing business and associated
property, plant and equipment. The indicative offer is subject to a number of
conditions including due diligence and the transaction is subject to prior
regulatory approval.

Metnor Galvanizing, which is based in Chesterfield, provides galvanizing and
related services to the construction industry.

A further announcement will be made when appropriate.

Further information:

David Grove, Chief Executive
Hill & Smith Holdings PLC
Tel: [phone]

Stephen Rankin, Chief Executive
Metnor Group PLC
Tel: [phone]

End 3/3/6




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