Statement re Possible Offer

Grafton Group PLC
06 August 2004


6 August 2004


                               Grafton Group plc

                Potential Recommended Offer for Heiton Group plc


Further to the announcement by Grafton Group plc ('Grafton') on the 17 June
2004, the board of Grafton confirms that it has reached agreement in principle
with Heiton Group plc ('Heiton') on the terms of a possible offer by Grafton to
acquire the entire issued and to be issued ordinary share capital of Heiton (the
'Revised Possible Offer').

The Revised Possible Offer, which is at an agreed level that the board of Heiton
has indicated it would be prepared to recommend for acceptance to Heiton
shareholders, if made, is at a price of €2.64 in cash and 0.58667 of a new
Grafton unit for each Heiton ordinary share. It is the intention of Grafton to
announce a firm intention to make an offer as soon as practicable.  Based on the
closing price of €6.76 per Grafton unit on 5 August 2004, the latest practicable
date prior to the making of this announcement, the Revised Possible Offer values
each Heiton Ordinary Share at €6.606.

The offer of €2.64 in cash and 0.58667 of a new Grafton unit per Heiton ordinary
share is final and will not be increased except that, in the event that a
competitive situation arises, or an alternative third party proposal emerges,
Grafton reserves the right to revise any term of the offer.

The Irish Takeover Panel (the 'Panel') announced on 21 July, 2004 that, except
with the consent of the Panel, by 5.00 p.m. on Friday 6 August 2004 Grafton must
either announce an offer for Heiton under Rule 2.5 of the Irish Takeover Rules
or announce that it will not proceed with an offer for Heiton.  Following a
request from Grafton and Heiton, the Panel has agreed that the deadline of 5.00
p.m. on Friday 6 August is no longer applicable and will be extended to 5.00
p.m. on 13 August 2004. The extension was granted to facilitate the making of a
recommended firm intention offer announcement, which Grafton have confirmed
their intention to make prior to the extended deadline.

This announcement does not constitute an offer and, therefore, there can be no
certainty that an offer will result.

Any person who is the holder of 1 per cent. or more of any class of shares in
Heiton may be required to make disclosures pursuant to Rule 8.3 of the Irish
Takeover Rules effective from 17 June 2004 (the commencement of the offer
period).


Enquiries:

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


AIB Corporate Finance                  Telephone:        + 353 1 667 0233
Alan Doherty

Goodbody Stockbrokers                  Telephone:        + 353 1 667 0400
Stephen Donovan
Linda Hickey

The directors of Grafton accept responsibility for the information contained in
this announcement.  To the best of the knowledge and belief of the directors of
Grafton (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.

AIB Corporate Finance Limited, which is regulated by the Irish Financial
Services Regulatory Authority, is acting exclusively for Grafton and no one else
in connection with the possible offer for Heiton and will not be responsible to
anyone other than Grafton for providing the protections afforded to clients of
AIB Corporate Finance Limited or for providing advice in relation to any such
possible offer.


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