Merger Offer by Galliford-Pt1

Try Group PLC
22 August 2000


PART 1 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN 

RECOMMENDED MERGER OF GALLIFORD PLC AND TRY GROUP PLC 
 
* The boards of Galliford and Try announce a merger between their two
companies. The merged company will be called 'Galliford Try plc'. 

* Existing Galliford Shareholders will, in aggregate, hold approximately 51.5
per cent. of the Enlarged Issued Share Capital and existing Try Shareholders
will, in aggregate, hold approximately 48.5 per cent.  

* Try Shareholders will receive 1.5 New Galliford Shares for each Try Share
they hold. The Offer values each Try Share at 36.75p, a premium of
approximately 31.3 per cent. to yesterday's closing middle market price. 

* Galliford and Try are an extremely good fit. In construction, Galliford is
strong in the Midlands and the North, Try in London and the South-East. Both
adopt a partnership approach to customers and aim to be preferred suppliers
to key long term clients. In housebuilding, Try has a strong South-East
specialist business, whilst Galliford operates in the South-West and East
Midlands.  

* The Enlarged Group will have significant potential for improving returns
for shareholders through a combination of planned reductions in the overall
operating cost base and the ability to exploit revenue potential as a result
of the greater scale of the Enlarged Group.  
 
* The Enlarged Group is expected to achieve significant synergies and costs
savings and enhance earnings for both Try and Galliford Shareholders in the
first full financial year after the Merger. 
 
* In addition to organic growth potential, the proposed board believes that
there are significant opportunities for the Enlarged Group to enhance
shareholder value through further merger and acquisition activity in the
housebuilding and construction sectors. 
 
* Tony Palmer will be Chairman, Hugh Try will be Deputy Chairman, David
Calverley will be Chief Executive, George Marsh will be Deputy Chief
Executive and Frank Nelson will be Group Finance Director of the Enlarged
Group.  
 
* Galliford has received irrevocable undertakings to accept the Offer from
Try Shareholders holding, in aggregate, approximately 30.0 per cent. of the
Try Shares currently in issue.  

* Galliford has received letters of intent to vote in favour of the Merger
from Galliford Shareholders holding, in aggregate, approximately 26.7 per
cent of the Galliford Shares currently in issue. Galliford has today
separately announced preliminary results for the year ended 30 June 2000 and
Try has today separately announced interim results for the six month period
to 30 June 2000.

Commenting on today's announcement, George Marsh, Group Chief Executive of
Galliford, said: 'The fit of our businesses with those of Try is extremely
good. This merger allows Galliford and Try to take a major step forward in
the expansion of their businesses. The financial strength of the Enlarged
Group will help Galliford Try develop its position in both the housing and
construction sectors.'

Commenting on today's announcement, David Calverley, Chief Executive of Try,
said: 'The merger of Galliford and Try represents a compelling and exciting
opportunity. The two businesses have compatible strategies and are
complementary in sector expertise and regional strengths. We are creating a
group which will have significant potential for improving shareholder value
both now and in the future.'

Presentations 
George Marsh and David Calverley will be available today for an analysts'
presentation at 10am at Citigate Dewe Rogerson, 26 Finsbury Square, London
EC2A 1DS.

Press briefings will be held at the same venue from 11am onwards. Please
contact Fiona Tooley on 020 7282 8000 or Ann-Marie Wilkinson on 07730 415019.
Williams de Broe are acting as corporate brokers to Galliford. Teather and
Greenwood are acting as corporate brokers to Try.

Enquiries: 
                                                                             
  Galliford plc                      Telephone:                              
  George Marsh                       Today: 020 7282 8000 (8.30am to 3.00pm) 
                                     Thereafter: 01455 222722                
                                     Mobile: [phone]                    
  Try Group PLC                      Telephone:                              
  David Calverley                    Today: 020 7282 8000 (8.30am to 3.00pm) 
  Frank Nelson                       Thereafter: 01895 855001                
                                     Mobile: [phone] 274804         
  KPMG Corporate Finance             Telephone: [phone]                
  (Financial Adviser to Galliford)                                           
  Charles Cattaneo                                                           
  Maura Dunne                                                                
  Lazard                             Telephone: [phone]                
  (Financial Adviser to Try)                                                 
  Jonathan Dawson                                                            
  Sarah Hedger                                                               
  Citigate Dewe Rogerson             Telephone:                              
  (PR for Galliford)                 Today: 020 7282 8000                    
  Fiona Tooley                       Thereafter: 0121 631 2299               
                                     Mobile: [phone]                    
  Beattie Media                      Telephone: [phone]                
  (PR for Try)                       Mobile: [phone]                    
  Ann-Marie Wilkinson                                                        
 
KPMG Corporate Finance is acting exclusively for Galliford as financial
adviser in relation to the Offer. KPMG Corporate Finance is not acting for
any other person (including any recipient of this Announcement) and KPMG
Corporate Finance will not be responsible to any person other than Galliford
for providing the protections afforded to clients of KPMG Corporate Finance
or for providing advice in relation to the Offer or in relation to the
contents of this Announcement or any transaction or arrangement referred to
herein.

Lazard, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for Try and no-one else in
connection with the Offer and will not be responsible to anyone other than
Try for providing the protections afforded to customers of Lazard or for
providing advice in relation to the Offer.

The Offer is not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instruments of transportation or communication
(including, without limitation, facsimile transmission, electronic mail,
telex and telephone) of interstate or foreign commerce, or any facility of a
national securities exchange of the United States, Canada, Japan or
Australia. Accordingly copies of this Announcement are not being made, and
must not be, mailed or otherwise distributed or sent in or into the United
States, Canada, Japan or Australia.

The New Galliford Shares to be issued pursuant to the Offer have not been and
will not be registered under the United States Securities Act of 1933 (as
amended) nor in any jurisdiction of the United States, nor have the relevant
clearances been, nor will they be, obtained from the Securities Commission of
any province or territory of Canada nor has a prospectus in relation to the
New Galliford Shares been lodged with, or registered by, the Australian
Securities Commission or any securities authority in Japan. Accordingly,
unless an exemption under such Act or relevant securities laws is available,
the New Galliford Shares may not be offered, sold, re-sold or delivered,
directly or indirectly, in or into the United States, Canada, Japan or
Australia or any other jurisdiction in which the offer of New Galliford
Shares would constitute a violation of relevant laws or require registration
thereof.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN 

Introduction 
The boards of Galliford and Try announce today that they have reached
agreement on the terms of a proposed merger between the two companies. The
Merger is to be effected by way of a recommended offer to be made by KPMG
Corporate Finance, on behalf of Galliford, for the entire issued and to be
issued share capital of Try. The merged company will be called 'Galliford Try
plc'.

The consideration payable under the Offer is the issue of up to 105,737,343
New Galliford Shares on the basis set out in the section titled 'The Offer'
below.

Based on the closing middle market price of a Galliford Share of 24.5p on 21
August 2000 (the last business day prior to the publication of this
Announcement), the Offer values each Try Share at 36.75p and the issued share
capital of Try (assuming no exercise of options over, no vesting of awards
of, or further issue of either Galliford or Try Shares prior to the Offer
becoming unconditional) at approximately £25.4 million. This represents a
premium of 8.75p per Try Share being approximately 31.3 per cent. over the
closing middle market price of a Try Share of 28.0p on 21 August 2000 (the
last business day prior to the publication of this Announcement).
Following the Merger, existing Galliford Shareholders will, in aggregate,
hold approximately 51.5 per cent. of the Enlarged Issued Share Capital and
existing Try Shareholders will, in aggregate, hold approximately 48.5 per
cent. The boards of Galliford and Try believe that these aggregate
shareholdings reflect the relative contribution of Galliford and Try to the
economic value of the Enlarged Group.

The Offer will be conditional, inter alia, on the approval of the Offer by
Galliford Shareholders. The Circular is being sent today to Galliford
Shareholders convening an Extraordinary General Meeting of Galliford on 15
September 2000 for the purpose, inter alia, of seeking the necessary
shareholder approval.

Reasons for and benefits of the Merger

Both Galliford and Try have reshaped their businesses over recent years,
adopting strategies to be preferred suppliers of construction services to key
long term clients and to become strong regional housebuilders. This has
enabled both to achieve above average growth.
 
The merger of Galliford and Try will create a group which will have
significant potential for improving returns for shareholders through a
combination of planned reductions in the overall operating cost base and the
ability to exploit revenue potential as a result of the greater scale of the
Enlarged Group. In addition to organic growth potential, the proposed board
believes that there are significant opportunities for the Enlarged Group to
enhance shareholder value through further merger and acquisition activity in
the housebuilding and construction sectors.
 

Construction

Both Galliford and Try adopt a partnership approach with customers and aim to
be the preferred supplier to key long term clients. Together they have an
impressive list of blue-chip clients. The success of this partnership
approach means that an increasing proportion of contracts are negotiated
rather than arising from purely competitive tendering.
 
 
* Enhanced geographical coverage - the Enlarged Group will benefit from the
strength of Try in London and the South-East and Galliford in the Midlands
and the North, enabling it to provide an enhanced service to national
customers. 
 
* Complementary sector expertise - Galliford has expertise in the
communication, water, rail, education, industrial and social housing sectors.
Try has expertise in central London offices, leisure, health, fit-out,
refurbishment and maintenance.  
 
* Increased critical mass - the Enlarged Group, with its additional scale and
strengthened balance sheet, will be well positioned for Public Finance
Initiative/Public Private Partnership and self-generated opportunities. 
 
* Enhanced growth opportunities - the Enlarged Group will be well positioned
to take advantage of the growth sectors of social housing, education and
health arising from recently announced Government initiatives. With a strong
joint belief in supply chain management, stakeholder measurement and
construction best practice, the Enlarged Group has the opportunity to achieve
significant differentiation in delivering to the new procurement methods now
evolving within the industry. 

Housebuilding

The Enlarged Group's combined expertise should enable it to meet more
effectively the challenges of the housebuilding market. The Enlarged Group
will aim to combine its expertise and to add value through differentiation in
design and customer service levels, rather than through price competition
with the volume housebuilders.
 
 
* Specialist housebuilder - Try is an award winning specialist housebuilder,
with some 90 per cent. of its developments on brownfield sites. It has an
urban bias and focuses on innovative conversions and new build. Galliford has
a similar product mix in the South-West and some 44 per cent. of its outlets
in the East Midlands are now on brownfield sites. Galliford increasingly
differentiates itself from the volume housebuilders through its bespoke
designs, knowledge of local issues and high service levels. 
 
* Regional strengths - Try operates in the South-East and the Midlands.
Galliford operates in the South-West and East Midlands. In all these areas
the Enlarged Group has the opportunity to develop further its strong local
brands. 

Synergies and cost savings

The boards of Galliford and Try expect the Enlarged Group to achieve
significant synergies and cost savings, including:
 
 
* A significant early saving in head office and corporate costs, with further
potential for economies of scale in information and communications technology
investment; and 
 
* Enhanced purchasing advantage. 
It is expected that, subject to achievement of the envisaged cost savings and
synergies, the Merger will enhance earnings for both Galliford and Try
Shareholders in the first full financial year after the Merger. (1) 
 
Board of directors 
 
The boards of Galliford and Try have been mindful of achieving both a balance
between the representatives of the two groups and ensuring that Galliford Try
will have the strength and depth of management resource necessary to take
full advantage of the opportunities available. It is proposed that following
the merger the Galliford Try board will comprise:

                                                                     
          Tony Palmer *           Chairman                 Galliford 
          Hugh Try *              Deputy Chairman          Try       
          David Calverley         Chief Executive          Try       
          George Marsh            Deputy Chief Executive   Galliford 
          Frank Nelson            Group Finance Director   Try       
          Christopher King                                 Galliford 
          Michael Noble                                    Galliford 
          Barry Luckett                                    Try       
          Christopher Bucknall*                            Try       
          Michael Jackson*                                 Galliford 
 
* Non-executive directors 
 
In addition to their appointments set out above, David Calverley will take
overall executive responsibility for the housebuilding activities of the
Enlarged Group and George Marsh will take overall executive responsibility
for its construction activities. David Calverley has indicated that he
intends to retire as Chief Executive on 30 June 2003. The proposed board of
Galliford Try intends to appoint George Marsh as his successor. Richard
Barraclough will be company secretary of the Enlarged Group.
Information on Galliford 
Galliford has two divisions:
 
* Housebuilding (sales for the year ended 30 June 2000 were £60.0 million and
operating profit was £5.2 million). Galliford has been involved in private
housebuilding since 1976 and has traded under the name Stamford since that
time in the Eastern Counties of England. Galliford acquired the Midas Homes
business in December 1997, a housebuilding company operating in the
South-West. These two operations completed the sale of 635 units in the year
to 30 June 2000. 

* Construction (sales for the year ended 30 June 2000 were £218.7 million and
operating profit was £3.5 million). Through regional businesses in the
South-East, Midlands, North-West and Yorkshire, Galliford handles major
contracts covering all aspects of building and civil engineering. In recent
years, Galliford has enjoyed growth within the private and public sectors,
including retail, leisure and in particular in the social housing, water,
education and infrastructure sectors.For the financial year ended 30 June
2000, Galliford reported turnover of £278.7 million (1999: £225.8 million),
profit before tax of £6.0 million (1999: £4.5 million) and earnings per share
of 3.9p (1999: 2.9p). As at 30 June 2000, Galliford had shareholders' funds
of £24.4 million (1999: £21.7 million) and net cash of £4.0 million (1999 net
debt: £3.0 million).
The above summary financial information has been extracted, without material
adjustment, from Galliford's results for the years ended 30 June 2000 and 30
June 1999.
 
Information on Try 
Try operates in two main areas:
 
* Housebuilding (sales for the year ended 31 December 1999 were £37.6 million
and operating profit was £5.4 million). Try Homes has developed an expertise
in creating individually designed developments of new homes on both
greenfield and brownfield sites. It has a strong reputation for designing
award winning conversions from architecturally sensitive buildings. Try Homes
operates in the South-East of England. 

* Construction services (sales for the year ended 31 December 1999 were
£125.0 million, and operating profit was £1.0 million). Try Construction
undertakes construction projects whilst Try Accord provides infrastructure
and maintenance services. Try Accord's clients include the Ministry of
Defence, several Police Authorities, Kimberley Clark and Thames Water. It
operates across the southern half of the UK. Try Construction's projects are
typically between £5 million and £10 million in value. It operates in London,
Southern England and the Midlands. Try Construction carries out a range of
projects including new build and specialist interior fit-out and
refurbishment services for building owners and occupiers through Try
Interiors. Selected recent work includes the six-year redevelopment of the
All England Lawn Tennis Club in Wimbledon and building development programmes
for corporate clients such as BP Amoco, Granada, John Laing Property, Slough
Estates, Grosvenor and Welcome Break. For the year ended 31 December 1999,
Try reported turnover of £162.6 million (1998: £139.4 million), profit before
tax of £5.0 million (1998: £3.4 million) and earnings per share of 6.5p
(1998: 4.6p). As at 31 December 1999, shareholders' funds were £19.1 million
and net cash was £2.8 million.

For the six month period ended 30 June 2000, Try reported turnover of £88.5
million (1999: £80.8 million), profit before tax of £2.5 million (1999: £1.8
million) and earnings per share of 3.0p (1999: 2.4p). As at 30 June 2000,
shareholders' funds were £20.8 million and net cash was £2.5 million.
The above summary financial information has been extracted, without material
adjustment, from Try's results for the years ended 31 December 1999 and 31
December 1998 and from the interim results for the six month periods ended 30
June 2000 and 30 June 1999.

Current trading and prospects 
Galliford's preliminary results for the year ended 30 June 2000 and Try's
interim results for the six month period ended 30 June 2000 have been
separately announced today. Galliford trading since the year end and Try
trading since the half year end have been satisfactory and in line with
expectations.

The proposed board of Galliford Try looks forward to the future with
confidence.

The Offer 
The Merger is being effected by way of a recommended offer made today by KPMG
Corporate Finance, on behalf of Galliford, to acquire the entire issued and
to be issued share capital of Try on the following basis:

          For each Try Share               1.5 New Galliford Shares 

and so in proportion for any other number of Try Shares held.

The New Galliford Shares will be issued credited as fully paid and will rank
pari passu in all respects with the existing Galliford Shares including the
right to receive all dividends and other distributions hereafter declared,
paid or made, save for the right to receive the final dividend of 0.8p per
Galliford Share for the year ended 30 June 2000, declared today, which will
be paid on 1 November 2000. The first dividend in which the New Galliford
Shares will participate will be the interim dividend for the six month period
ending 31 December 2000 which is expected to be paid in April 2001.
 
The interim dividend of 0.45p (net of any associated tax credit) per Try
Share in respect of the six month period ended 30 June 2000, declared today,
will be paid to Try Shareholders on the register at the close of business on
8 September 2000.
 
Fractions of New Galliford Shares will not be allotted or issued to persons
accepting the Offer and will be rounded down to the nearest whole number of
New Galliford Shares. The New Galliford Shares representing the aggregate of
these fractional entitlements will be sold in the market and the net proceeds
will be retained by the Enlarged Group.
 
Based on the closing middle market price of a Galliford Share of 24.5p on 21
August 2000 (the last business day prior to the publication of this
Announcement), the Offer values each Try Share at 36.75p and the issued share
capital of Try (assuming no exercise of options over, no vesting of awards
of, or further issue of either Galliford or Try Shares prior to the Offer
becoming unconditional) at approximately £25.4 million. This represents a
premium of 8.75p per Try Share being approximately 31.3 per cent. over the
closing middle market price of a Try Share of 28.0p on the same date.
 
The Offer extends to all Try Shares unconditionally allotted or issued fully
paid on the date of this Announcement, together with any Try Shares which are
unconditionally allotted or issued fully paid whilst the Offer remains open
for acceptance (or by such earlier date as Galliford may, subject to the City
Code, decide) including any which are so unconditionally allotted or issued
fully paid pursuant to the exercise of options issued under the Try Share
Option Scheme or as a result of shares vesting under the Try Restricted Share
Scheme.
 
Acceptance in full of the Offer, assuming that none of the options under the
Try Share Option Scheme are exercised and that none of the awards under the
Try Restricted Share Scheme vest prior to the Offer becoming unconditional,
will result in the issue of 103,804,800 New Galliford Shares representing
approximately 48.5 per cent. of the Enlarged Issued Share Capital.
 
The Try Shares will be acquired fully paid and free from all liens, charges,
restrictions (including restrictions imposed by law), third party rights and
encumbrances and together with all rights now or hereafter attaching thereto,
including the right to all dividends and other distributions hereafter
declared, paid or made, save for the right to receive the interim dividend
declared by Try in respect of the six month period ended 30 June 2000.
 
Subject to the Offer becoming or being declared unconditional in all
respects, it is proposed that Galliford will be renamed 'Galliford Try plc'.
 
The Offer will be conditional, inter alia, on the approval of the Offer by
Galliford Shareholders. The Circular is being sent today to Galliford
Shareholders convening an Extraordinary General Meeting of Galliford on 15
September 2000 for the purpose, inter alia, of seeking the necessary
shareholder approval.
 
The conditions and further terms of the Offer are set out in Appendix I of
Part 2 of this Announcement.
 
Financial effects of acceptance  
 
The financial effects of acceptance of the Offer are set out in Appendix II
of Part 2 of this Announcement.
 
Irrevocable undertakings and letters of intent 
 
Galliford has received irrevocable undertakings to accept the Offer from Try
Shareholders holding 20,737,238 Try Shares, representing, in aggregate,
approximately 30.0 per cent. of the Try Shares currently in issue. This
includes irrevocable undertakings from Try Directors holding 4,583,835 Try
Shares representing, in aggregate, approximately 6.6 per cent. of the Try
Shares currently in issue.
 
Irrevocable undertakings in respect of 9,863,963 Try Shares, representing
approximately 14.3 per cent. of the Try Shares currently in issue will cease
to be binding in the event of a competing offer being made which values each
Try Share at more than 40.5p. Irrevocable undertakings in respect of
3,789,440 Try Shares, representing approximately 5.5 per cent. of the Try
Shares currently in issue will cease to be binding in the event of a
competing offer being made which values each Try Share at equal to or more
than 40.5p. Irrevocable undertakings in respect of 2,500,000 Try Shares,
representing approximately 3.6 per cent. of the Try Shares currently in issue
will cease to be binding in the event of a competing offer being made which
values the entire issued share capital of Try at equal to or more than £30.0
million.
 
Galliford has received letters of intent to vote in favour of the Resolutions
at its EGM from Galliford Shareholders holding 29,414,307 Galliford Shares
representing, in aggregate, approximately 26.7 per cent. of the Galliford
Shares currently in issue. In addition, Galliford Directors holding 245,812
Galliford Shares representing, in aggregate, approximately 0.2 per cent. of
the Galliford Shares currently in issue have given irrevocable undertakings
to vote in favour of the Resolutions.
 
Accounting reference date and dividend policy 
 
It is intended that the accounting reference date of Galliford Try will be 30
June. It is therefore expected that the first set of results for the Enlarged
Group will be the interim results for the six month period ending 31 December
2000.
 
The Galliford Try board intends to provide growth in dividends per share
which recognises the growth of long term sustainable earnings whilst
maintaining an appropriate level of dividend cover to allow the Enlarged
Group to pursue its opportunities for growth. It is the Galliford Try board's
intention that the Enlarged Group's dividend cover will gradually increase
from the level adopted by Galliford in the year to 30 June 2000.
 
 
 
Management and employees 
 
The board of Galliford and the New Galliford Directors have confirmed their
intention that the existing employment rights, including accrued pension
rights, of the management and employees of the Enlarged Group will be
safeguarded.
 
Try Share Option Scheme and Try Restricted Share Scheme 

The Offer will extend to any Try Shares unconditionally allotted, issued or
acquired upon the exercise of options granted under the terms of the Try
Share Option Scheme or upon any awards vesting under the Try Restricted Share
Scheme whilst the Offer remains open for acceptance. To the extent that such
options are not exercised or cannot be exercised and in the event that the
Offer becomes or is declared unconditional in all respects, appropriate
proposals will be made to participants in the Try Share Option Scheme. The
proposals will give optionholders an opportunity to rollover their existing
options over Try Shares into options over Galliford Try Shares.

Listing, settlement and dealings 
Application has been made to the UK Listing Authority for the New Galliford
Shares to be admitted to the Official List and an application has been made
for admission of the New Galliford Shares to trading on the London Stock
Exchange's market for listed securities. It is expected that listing will
become effective and that dealings for normal settlement in the New Galliford
Shares will commence on the first business day following the day on which the
Offer becomes or is declared unconditional in all respects.
If acceptances of the Offer in respect of 90 per cent. or more of the Try
Shares are received, Galliford intends to apply the provisions of Sections
428 to 430 F (inclusive) of the Act to acquire compulsorily any outstanding
Try Shares following the Offer becoming or being declared unconditional in
all respects. It is also intended that following the Offer becoming or being
declared unconditional in all respects and subject to any applicable
requirements of the UK Listing Authority, Galliford will procure that Try
will apply to the UK Listing Authority for the Try Shares to be delisted. It
is anticipated that the cancellation of the listing of the Try Shares on the
London Stock Exchange will, subject to the Listing Rules, take effect no
earlier than 20 business days following the Offer becoming or being declared
unconditional in all respects. Delisting would significantly reduce the
liquidity and marketability of any Try Shares not acquired by Galliford.

Overseas shareholders 
 
The Offer referred to in this Announcement is not being made, directly or
indirectly, in or into, or by use of the mails, or by any means or
instruments of transportation or communication (including, without
limitation, facsimile transmission, electronic mail, telex and telephone) of
interstate or foreign commerce, or any facility of a national securities
exchange of the United States, Canada, Japan or Australia. Accordingly copies
of this Announcement are not being made, and must not be, mailed or otherwise
distributed or sent in or into the United States, Canada, Japan or Australia.
 
The New Galliford Shares to be issued pursuant to the Offer have not been and
will not be registered under the United States Securities Act of 1933 (as
amended) nor in any jurisdiction of the United States, nor have the relevant
clearances been, nor will they be, obtained from the Securities Commission of
any province or territory of Canada nor has a prospectus in relation to the
New Galliford Shares been lodged with, or registered by, the Australian
Securities Commission or any securities authority in Japan. Accordingly,
unless an exemption under such Act or relevant securities laws is available,
the New Galliford Shares may not be offered, sold, re-sold or delivered,
directly or indirectly, in or into the United States, Canada, Japan or
Australia or any other jurisdiction in which the offer of New Galliford
Shares would constitute a violation of relevant laws or require registration
thereof.
 
Interests in shares 
 
As at 21 August 2000 (the last business day prior to the publication of this
Announcement), neither Galliford nor any of the Galliford Directors
(including their immediate families and connected persons) held any Try
Shares.
 
Irrevocable undertakings to accept or procure acceptance of the Offer have
been received from the following persons in respect of the numbers of Try
Shares set opposite their respective names:
 

                                                                              
   Name                          Number of Try Shares            Percentage of
                                                               existing issued
                                                           Try share capital  

  UBS Asset Management Ltd                  9,863,963                   14.25 
  (formerly Phillips & Drew                                                   
  Fund Management Ltd)                                                        
  HW Try                                    4,226,249                    6.11 
  BC Asset Management Ltd                   2,500,000                    3.61 
  JA Try                                    2,275,440                    3.29 
  Prudential-Bache Nominees                 1,514,000                    2.19 
  Ltd                                                                         
  DM Calverley                                100,000                    0.14 
  CD Bucknall                                 100,000                    0.14 
  RC Biffa                                     71,400                    0.10 
  R Barraclough                                54,906                    0.08 
  FE Nelson                                    20,000                    0.03 
  BK Luckett                                   11,280                    0.02 
 
Posting of documents 
 
The Offer Document and the Form of Acceptance, setting out full details of
the Merger will be posted today to Try Shareholders. The Circular to
Galliford Shareholders which includes notice convening the Extraordinary
General Meeting of Galliford for the purpose, inter alia, of seeking the
necessary approval from Galliford Shareholders will also be posted today. In
addition, both Galliford and Try Shareholders will receive Listing
Particulars which contain further financial and other information in relation
to the Enlarged Group.
 
Enquiries: 
 

                                                                             
  Galliford plc                      Telephone:                              
  George Marsh                       Today: 020 7282 8000 (8.30am to 3.00pm) 
                                     Thereafter: 01455 222722                
                                     Mobile: [phone]                    
  Try Group PLC                      Telephone:                              
  David Calverley                    Today: 020 7282 8000 (8.30am to 3.00pm) 
  Frank Nelson                       Thereafter: 01895 855001                
                                     Mobile: [phone] 274804         
  KPMG Corporate Finance             Telephone: [phone]                
  (Financial Adviser to Galliford)                                           
  Charles Cattaneo                                                           
  Maura Dunne                                                                
  Lazard                             Telephone: [phone]                
  (Financial Adviser to Try)                                                 
  Jonathan Dawson                                                            
  Sarah Hedger                                                               
  Citigate Dewe Rogerson             Telephone:                              
  (PR for Galliford)                 Today: 020 7282 8000                    
  Fiona Tooley                       Thereafter: 0121 631 2299               
                                     Mobile: [phone]                    
  Beattie Media                      Telephone: [phone]                
  (PR for Try)                       Mobile: [phone]                    
  Ann-Marie Wilkinson                                                        
 
Further information 
 
Appendix III of Part 2 of this Announcement contains the definitions of terms
used in this Announcement.

The Galliford Directors accept responsibility for the information contained
in this Announcement other than that relating to the Try Group, the Try
Directors and members of their immediate families, related trusts and persons
connected with them (for which the Try Directors take responsibility in
accordance with the paragraph below). To the best of the knowledge and belief
of the Galliford Directors (who have taken all reasonable care to ensure that
such is the case) the information contained in this Announcement for which
they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.

The Try Directors accept responsibility for the information contained in this
Announcement relating to the Try Group, the directors of Try and members of
their immediate families, related trusts and persons connected with them. To
the best of the knowledge and belief of the Try Directors (who have taken all
reasonable care to ensure that such is the case) the information contained in
this Announcement for which they are responsible is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

The contents of this Announcement have been approved for the purposes of
Section 57 of the Financial Services Act 1986 by KPMG Corporate Finance. KPMG
Corporate Finance is a division of KPMG which is authorised by the Institute
of Chartered Accountants in England and Wales to carry on investment
business.
 
KPMG Corporate Finance is acting exclusively for Galliford as financial
adviser in relation to the Offer. KPMG Corporate Finance is not acting for
any other person (including any recipient of this Announcement) and KPMG
Corporate Finance will not be responsible to any person other than Galliford
for providing the protections afforded to clients of KPMG Corporate Finance
or for providing advice in relation to the Offer or in relation to the
contents of this Announcement or any transaction or arrangement referred to
herein.
 
Lazard, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for Try and no-one else in
connection with the Offer and will not be responsible to anyone other than
Try for providing the protections afforded to customers of Lazard or for
providing advice in relation to the Offer.


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