Offer Update

Grafton Group PLC
17 November 2004

17 November 2004

Grafton Group plc



Not for release, publication or distribution, in whole or in part, in, into or
from Australia, Canada, Japan, South Africa or the United States.


Recommended Offers by AIB Corporate Finance on behalf of Grafton Group Holdings
Limited (a wholly-owned subsidiary of Grafton Group plc) for Heiton Group plc


                             Competition Authority


Grafton Group Holdings announces that the Irish Competition Authority has today
informed the Company that it has decided to carry out a Phase 2 investigation in
relation to the proposed acquisition of Heiton by Grafton Group Holdings.


The Offers remain open and Grafton Group Holdings is applying to the Irish
Takeover Panel for its consent to an extension, beyond 29 November 2004, of the
period within which all Conditions to the Ordinary Share Offer (including the
clearance required from the Irish Competition Authority) must be satisfied.


A further announcement will be made in due course.


Terms defined in the Offer Document dated 9 September 2004 shall have the same
meaning in this announcement.  Grafton Group Holdings reserves all of its rights
under the Offers.



Enquiries:



AIB Corporate Finance                       Telephone: [phone]
Alan Doherty



Murray Consultants                          Telephone: [phone]
Joe Murray                                  Mobile:    [phone]



AIB Corporate Finance, which is authorised by the Irish Financial Services
Regulatory Authority, is acting exclusively for Grafton and Grafton Group
Holdings and no one else in connection with the Offers and will not be
responsible to anyone other than Grafton or Grafton Group Holdings for giving
the protections afforded to clients of AIB Corporate Finance or for giving
advice in relation to the Offers or the contents of this announcement.



The Offers are not being made, directly or indirectly, in, into or from
Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so, or by use of the mails, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or any facility of a national
securities exchange of Australia, Canada, Japan, South Africa, the United States
or any other jurisdiction where it would be unlawful to do so and the Offers
will not be capable of acceptance by any such means, instrumentality or
facility, or from within Australia, Canada, Japan, South Africa, the United
States or any other jurisdiction where it would be unlawful to do so.
Accordingly, copies of the Offer Document, the Form(s) of Acceptance and any
related documents are not being and must not be mailed, or otherwise distributed
or sent in, into or from Australia, Canada, Japan, South Africa, the United
States or any other jurisdiction where it would be unlawful to do so and persons
receiving such documents (including, custodians, nominees and trustees) must not
distribute or send them in, into or from Australia, Canada, Japan, South Africa,
the United States or any other jurisdiction where it would be unlawful to do so,
as doing so may render invalid any purported acceptance of the Offers.
Notwithstanding the foregoing restrictions, Grafton Group Holdings reserves the
right to permit the Offer(s) to be accepted, if in its sole discretion, it is
satisfied that the transaction in question is exempt from or not subject to the
legislation or regulation giving rise to the restrictions in question.



The directors of Grafton and Grafton Group Holdings accept responsibility for
the information contained in this announcement. To the best of the knowledge and
belief of the directors of Grafton and Grafton Group Holdings (who have taken
all reasonable care to ensure that such is the case), the information contained
in this announcement is in accordance with the facts and does not omit anything
likely to affect the import of such information.



Any person who is the holder of 1 per cent or more of any class of shares in
Heiton or Grafton may be required to make disclosures pursuant to Rule 8.3 of
the Takeover Rules.



END


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