Investment

Hill & Smith Hldgs PLC
25 May 2005


Investment in Zinkinvent GmbH ('Zinkinvent')

The Board of Hill & Smith Holdings PLC ('Hill & Smith' or the 'Group') announces
that the Group has entered into agreements to acquire an equity stake in
Zinkinvent.

The Group has agreed to subscribe €25.0m in cash for 33.3 per cent. of the
enlarged equity of Zinkinvent and has also agreed to advance to Zinkinvent an
interest-bearing loan of €10.0 million. This investment has been funded out of
new banking facilities.

Zinkinvent is a privately-owned German holding company whose principal asset is
an investment of 62.6 per cent. of the issued share capital of Vista N.V. 
('Vista'). Zinkinvent will use the €35.0 million investment from Hill & Smith
solely to increase its equity holding stake in Vista from 62.6 per cent to 86.0
per cent.

Whilst the agreement has been entered into the funds will not be released until
Hill & Smith has received satisfactory evidence that Zinkinvent has acquired
full legal title to the increased equity stake in Vista.

Hill & Smith has also entered into an exclusivity agreement with the existing
shareholders of Zinkinvent. This agreement, which expires on 31 December 2005,
sets out a purchase price for the Group to acquire all the remaining shares in
Zinkinvent not already owned by Hill & Smith.

Vista is a Belgian group with operations in Benelux, France and the United
States in the hot dip galvanising and lighting column markets. Vista has strong
market shares in Benelux and France and the quality of its operations has
benefited from the implementation of a coordinated commercial and industrial
brand management strategy.

Under German law, Zinkinvent is not currently required to produce consolidated
accounts. The turnover of Vista, as shown in its audited accounts for the year
ended 31 December 2003, was €150.7 million and profit before tax was €9.1
million. The net assets of Vista as at 31 December 2003 were €46.1 million.

Under the terms of the agreements, Hill and Smith will be entitled to nominate
two directors to the board of Vista and will also be entitled to appoint an
observer to attend the board and shareholders' meetings of Zinkinvent. The Board
of Hill & Smith intends to nominate David Grove, chief executive of Hill &
Smith, to the board of Vista.

The Board has been advised that this investment will be equity accounted as an
associate company in the Group's future consolidated accounts. The Board
anticipates that the investment in Zinkinvent will be earnings enhancing in the
current year and in subsequent years (see Note).

The investment will bring a strong commercial association between Hill & Smith
and Vista, with eventual adoption of Vista's brand management strategy by the
Group. Hill & Smith will also benefit directly from Vista's extensive market
intelligence, particularly in areas of new product development.

Hill and Smith will, over the coming months, be carrying out further due
diligence on Zinkinvent and Vista in order to determine whether or not to
proceed with the acquisition of the remaining ordinary share capital of
Zinkinvent. The decision as to whether or not to proceed will be at the sole
discretion of Hill & Smith and the purchase price remains subject to
satisfactory completion by Hill & Smith of its detailed due diligence programme.

In the event that Hill & Smith does not proceed, the shareholders of Zinkinvent
have undertaken to purchase at the original subscription price the shares owned
by Hill & Smith, to procure the repayment by Zinkinvent of the €10.0 million
loan and to pay in full, by 31 December 2006, the financing and other incidental
costs incurred by Hill & Smith in making this investment.

David Grove, chief executive of Hill & Smith, said: 'I am delighted that Hill &
Smith has been able to secure this investment in Zinkinvent. This opens up
significant new markets and opportunities to the Group and we look forward to
working in partnership with the owners of Zinkinvent in the coming months.'

Further information:

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

Andrew Raca
Arden Partners Limited
Tel: [phone]

Edward Carter
Quantum PR plc
Tel: [phone]

Note: This statement should not be taken to mean that earnings per share in
periods following the investment will necessarily be greater than those for the
relevant preceding financial period.



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