Response to Annct by Heron Cp

Crest Nicholson PLC
16 March 2005


16 March 2005

Crest Nicholson plc ("Crest Nicholson" or the "Company")

Response to announcement by Heron Corporation ("Heron")

Crest Nicholson notes the announcement by Heron regarding a possible offer for
the Company.

Crest Nicholson confirms that it has received from Heron an informal oral
expression of interest to acquire those ordinary shares in Crest Nicholson which
it does not already own. This expression of interest was very unclear on a
number of critical issues including the price of any possible offer, the parties
who would make any offer, sources of funding, required due diligence and
timetable.

Crest Nicholson gave Heron the opportunity to clarify its proposals and Heron
has refused to do so.

Heron's announcement today notes that an offer, if made, could value each
ordinary share at a price of between 345 pence and 430 pence. The Board of Crest
Nicholson, as advised by its financial adviser UBS Investment Bank, believes
that, even at the top of this range, this would significantly undervalue the
Company.

John Matthews, the Chairman of Crest Nicholson, said today:

"Crest Nicholson is a company that has performed consistently and strongly in
recent years. The Company continues to experience good trading, has excellent
prospects, a strong landbank of high quality and above average length, and
should increasingly benefit from its focus on exploiting the new opportunities
offered by urban regeneration. We have a value enhancing strategy which
positions Crest Nicholson well and which should continue to deliver attractive
returns to shareholders.

"The Board of Crest Nicholson has its fiduciary duties to the shareholders of
the Company uppermost in its mind. For any offer for Crest Nicholson to be
recommended by the Board, it will need fully to reflect Crest Nicholson's
strengths and excellent prospects. Even at the top of this range, this proposal
significantly undervalues Crest Nicholson and shareholders are recommended to
take no action."

ENQUIRIES

Crest Nicholson plc [phone] (c/o Brunswick)
John Matthews
John Callcutt

Brunswick [phone]
Andrew Fenwick
Kate Miller

UBS [phone]
Robert Jennings
Emma Goodrick

Dresdner Kleinwort Wasserstein (Corporate Broker) [phone]
Charles Batten
Michael Covington




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