Acquisition

Hill & Smith Hldgs PLC
16 February 2006


Acquisition of Counters & Accessories

Hill & Smith Holdings PLC ('Hill & Smith' or the 'Company') announces that it 
has entered into an agreement to acquire Counters & Accessories Limited (
'Counters & Accessories'), a private company wholly owned by Mr Geoffrey Kent, 
for a cash consideration of £5.0 million.  The consideration is subject to 
adjustment on finalisation of completion accounts.

Counters & Accessories is based in Milton Keynes and designs, manufactures, 
services and markets traffic data recording equipment and other similar types 
of electronic recording instruments.

In the year ended 30 September 2005, Counters & Accessories made a profit 
before taxation of £1.4 million.  At 30 September 2005, the book value of the 
gross assets being acquired by Hill & Smith amounted to £1.6 million.

With the exception of Mr Kent, who is continuing his involvement with the 
Company as a consultant for a minimum period of six months, all the existing 
employees and other members of the management team are remaining with Counters 
& Accessories following the acquisition.

The Directors of Hill & Smith believe that Counters & Accessories will 
complement Hill & Smith's existing traffic management and electronic 
information systems business, and that its acquisition will be earnings 
enhancing in the year ending 31 December 2006.  This statement should not, 
however, be taken to mean that earnings per share following the acquisition 
will necessarily be greater than those for the relevant preceding financial 
period.

David Grove, Hill & Smith's chief executive, commented:

'Our strategy remains to focus on and invest in our businesses which serve 
the transport infrastructure market.  Although it is small, Counters & 
Accessories will bring much greater benefits than its size would suggest.  
It is a good strategic fit with our core business portfolio and is an ideal 
complement for our recent acquisition of Techspan, which supplies electronic 
information displays for transport systems.'

Further information:
David Grove, Chief Executive
Hill & Smith Holdings PLC
Tel: [phone]

Edward Carter or Anna McNeil
Quantum Freshwater UK
Tel: [phone]

End




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