Result of EGM

Hill & Smith Hldgs PLC
11 October 2006


               Result of Extraordinary General Meeting and Disposal

Result of Extraordinary General Meeting

On 12 September 2006 the Directors of Hill & Smith Holdings PLC ('Hill & Smith' 
or the 'Company') announced that the Company was proposing to raise 
approximately £28.0 million before expenses by means of a Placing and Open Offer
of 12,280,702 New Ordinary Shares at 228 pence per share.  The Company was 
required to obtain certain shareholder approvals and accordingly an 
Extraordinary General Meeting of the Company was convened for 11.00 a.m. today.
The Directors of Hill & Smith are pleased to announce that at the Extraordinary
General Meeting all the resolutions required to implement the Placing and Open 
Offer were duly passed.

The completion of the Placing and Open Offer is now subject only to the 
admission of the New Ordinary Shares to the Official List and to trading on the
London Stock Exchange's main market for listed securities. The New Ordinary 
Shares are expected to be so admitted at 8.00 a.m. on 16 October 2006.

A copy of the document setting out the resolutions has been submitted to the 
UK Listing Authority's Document Viewing Facility, which is situated at: 
Financial Services Authority, 25 The North Colonnade, Canary Wharf, 
London E14 5HS.

Disposal

Hill & Smith also announces that on 6 October 2006 it completed the disposal of
two non-core subsidiaries, W&S Allely Ltd ('Allely') and Eden Material Services
(UK) Ltd ('Eden') to a  new company formed by the management of Allely and Eden.

The cash consideration of £0.7 million is equal to the value of the net assets 
disposed of.   In the year ended 31 December 2005 the aggregate turnover and 
profit before taxation of the two companies were £8.2 million and £0.2 million 
respectively.

11 October 2006

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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