Placing and Open Offer

Hill & Smith Hldgs PLC
12 September 2006


Hill & Smith Holdings PLC

('Hill & Smith' or 'the Company')

Placing and Open Offer at 228 pence per share to raise £28.0 million

The Board of Hill & Smith announces today that the Company is proposing to raise
approximately £28.0 million by means of a Placing and Open Offer of 12,280,702 
New Ordinary Shares at 228 pence per New Ordinary Share.  The Company is also 
today announcing its interim results for the six months ended 30 June 2006.

Background to the Fundraising

Over the past three and a half years, the Group has invested £67.6 million,
comprising some £34.6 million in capital expenditure and product development,
and a further £33.0 million in acquiring interests in other businesses,
principally Zinkinvent in 2005 and Counters & Accessories in 2006. These
investments have been funded by internally generated resources and bank
borrowings.

The net proceeds of the Placing and Open Offer will strengthen the capital base
of the Company and, together with the committed borrowing facilities which are 
already available to the Group, will enable it to take advantage of suitable 
acquisition opportunities and will also provide funding for the organic 
expansion of the Group's existing businesses.

A major part of the Board's strategy is to continue to broaden the Group's
product offering and geographical spread, and the Directors have identified a
number of potential investment opportunities to provide further growth. These
include both new product development projects, particularly within its core
Infrastructure Products division, and corporate acquisitions. The Company is
currently evaluating a number of possible acquisition opportunities.

Details of the Placing and Open Offer

Hill & Smith is proposing to raise approximately £28.0 million before expenses
(£26.8 million after expenses) pursuant to the Placing and Open Offer by the
issue of 12,280,702 New Ordinary Shares at an Issue Price of 228 pence per New
Ordinary Share. The Issue Price represents a discount of 5.6 per cent to the
Closing Price for an Existing Ordinary Share of 241.5 pence on 11 September 
2006, the last business day prior to the announcement of the Placing and Open 
Offer.

Arden Partners has placed firm with institutional and other investors all of the
6,140,351 Firm Placed Shares and has also conditionally placed all of the
6,140,351 Open Offer Shares. The Open Offer Shares are subject to clawback to
satisfy valid applications from Qualifying Shareholders.

The Open Offer provides Qualifying Shareholders with the opportunity to apply
for Open Offer Shares at the Issue Price pro rata to their holdings of Existing
Ordinary Shares as at the Record Date, on the basis of one New Ordinary Share
for every 10.3 Existing Ordinary Shares, and so in proportion for any other
number of Existing Ordinary Shares held.

The Placing and Open Offer is conditional on the Placing Agreement becoming
unconditional in all respects and not being terminated before 8.00 a.m. on 16
October 2006 (or such later date as the Company and Arden Partners may agree).

The New Ordinary Shares will, following allotment and issue, rank pari passu in 
all respects with the Existing Ordinary Shares, including entitlement to receive
the interim dividend of 3.0 pence per share in respect of the six months ended 
30 June 2006, which will be paid by the Company on 12 January 2007 to 
Shareholders on the register at 15 December 2006. The New Ordinary Shares are 
expected to be admitted to listing on the Official List and to trading on the 
London Stock Exchange's market for listed securities at 8.00 a.m. on 
16 October 2006.

Extraordinary General Meeting

The Company is required to obtain certain Shareholder approvals in order to 
implement the Placing and Open Offer.  An Extraordinary General Meeting of the 
Company is being convened for 11.00 a.m. on 11 October 2006 at which resolutions 
will be proposed to increase the authorised share capital of the Company, to 
disapply pre-emption rights and  to authorise the Directors to allot the New 
Ordinary Shares.

Expected timetable of principal events

Latest date for receipt of Application Forms and                  3 October 2006
payment in full under the Open Offer

Latest date for receipt of Forms of Proxy for the                 9 October 2006
Extraordinary General Meeting

Extraordinary General Meeting                                    11 October 2006

Dealings in New Ordinary Shares commence                         16 October 2006

Note: unless the context requires otherwise, defined terms in this announcement
have the same meaning as in the prospectus which is today being sent to 
Hill & Smith Shareholders.

Enquiries:

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

Arden Partners plc
Christopher Hardie
Tel: [phone]
Mobile: [phone]

Freshwater PR and Marketing
Edward Carter
Tel: [phone]
Mobile: [phone]







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