Merger Offer by Galliford-Pt2

Try Group PLC
22 August 2000


PART 2

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

RECOMMENDED MERGER OF GALLIFORD AND TRY 

APPENDIX I 

CONDITIONS AND FURTHER TERMS OF THE OFFER 

1.     The Offer, which is being made by KPMG Corporate Finance on behalf of
Galliford, is conditional upon:

(a)          valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 pm London time on the first closing date of
the Offer (or such later time(s) and/or date(s) as Galliford may, subject to
the rules of the City Code, decide) in respect of not less than 90 per cent
in nominal value (or such lower percentage as Galliford may decide) of the
Try Shares to which the Offer relates, provided that this condition will not
be satisfied unless Galliford shall have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise) directly or indirectly ordinary
shares in Try carrying more than 50 per cent of the voting rights then
exercisable at general meetings of Try, including for this purpose (to the
extent (if any) required by the Panel) any such voting rights attaching to
any Try Shares that may be unconditionally allotted or issued whether
pursuant to the exercise of any outstanding conversion or subscription rights
or otherwise before the Offer becomes or is declared unconditional as to
acceptances. For the purpose of this condition: (i) shares which have been
unconditionally allotted shall be deemed to carry the voting rights they will
carry upon issue; and (ii) the expression 'Try Shares to which the Offer
relates' shall be construed in accordance with sections 428-430F of the
Companies Act 1985;

(b)          the passing at an extraordinary general meeting of Galliford (or
at any adjournment thereof) of such resolutions as may be necessary for the
approval and implementation of the Offer (including any resolution to permit
or facilitate the constitution, issue or allotment of any shares, securities
or instruments by any member of the Galliford Group in connection with the
Offer);

(c)          the New Galliford Shares to be issued pursuant to the Offer
being admitted to the Official List of the UK Listing Authority and admission
to trading on the London Stock Exchange becoming effective in accordance with
the Listing Rules or (if determined by Galliford and subject to the consent
of the Panel) the UK Listing Authority agreeing to admit such shares to the
Official List subject only to: (i) the allotment of such shares and/or (ii)
the Offer becoming or being declared unconditional in all respects;

(d)          Galliford not having discovered or otherwise become aware prior
to the date when the Offer would otherwise have become unconditional in all
respects that the Secretary of State for Trade and Industry has referred or
intends to refer the Merger or any matters arising therefrom to the
Competition Commission in the UK;

(e)          no relevant authority having intervened in any way or done
anything which would or might reasonably be expected to (in each case, to an
extent which would be material in the context of the Try Group taken as a
whole):

(i)     make the Offer, its implementation, or the acquisition or proposed
acquisition by Galliford of any shares or other securities in, or control of,
Try by any member of the Galliford Group illegal, void and/or unenforceable
in or under the laws of any jurisdiction, or otherwise (directly or
indirectly) materially restrain, restrict, prohibit, delay, or otherwise
interfere with the implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge or materially interfere
with, the Offer or the acquisition of Try Shares or control of Try;

(ii)     require the divestiture by any member of the Galliford Group of any
shares or other securities in Try;

(iii)     require or prevent the divestiture by any member of the Galliford
Group or any member of the Try Group or any joint venture, partnership, firm
or body corporate in which any member of the Try Group has a substantial
interest (the 'Wider Try Group') of all or any material portion of their
respective businesses, assets or property or impose any material limitation
on the ability of any of them to conduct their respective businesses (or any
of them) or to own any of their respective assets or property or any material
part thereof;

(iv)     impose any material limitation on, or result in any delay in, the
ability of any member of the Galliford Group to acquire or to hold or to
exercise effectively, directly or indirectly, any right of ownership of
shares or other securities (or the equivalent) in or to exercise management
control over, Try or any member of the Try Group in any such case to an
extent which is material in the context of the Try Group as the case may be,
taken as a whole;

(v)     require any member of the Galliford Group or the Try Group to offer
to acquire any shares or other securities (or the equivalent) in any member
of the Try Group (other than Try) owned by any third party, in any such case,
to an extent which is material in the context of the Try Group as the case
may be, taken as a whole;

(vi)     result in any member of the Try Group ceasing to be able to carry on
business under any name which it presently does so;

(vii)     otherwise adversely affect any or all of the businesses, profits,
assets or prospects of any member of the wider Try Group to an extent which
is material in the context of the Try Group taken as a whole;

(f)          all necessary filings having been made, all applicable statutory
and/or regulatory obligations in any jurisdiction having being complied with,
all applicable waiting periods under any applicable legislation or regulation
of any jurisdiction having expired, lapsed or terminated in each case in
connection with the Offer or the acquisition of any shares or other
securities in, or control of, Try by any member of the Galliford Group and
all authorisations and determinations necessary or reasonably appropriate for
or in respect of the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control of, Try by any member of the
Galliford Group having been obtained, in terms and in a form which is in
Galliford's reasonable opinion satisfactory from all relevant authorities and
any such authorisations and determinations necessary or reasonably
appropriate for any member of the Try Group to carry on its business
remaining in full force and effect and no notice of any intention to revoke
or not to renew any of the same having been received;

(g)          except to the extent publicly announced (by the delivery of an
announcement to the Company Announcements Office of the London Stock
Exchange) by Try prior to 22 August 2000, there being no provision of any
arrangement, agreement, licence, permit or other instrument to which any
member of the Wider Try Group is a party by or to which any such member, or
any of its assets is or are or may be bound, entitled or subject, or any
circumstances which could or might as a consequence of the Offer or proposed
acquisition by any member of the Galliford Group of any Try Shares or because
of a change in the control or management of Try or otherwise, could or might
reasonably be expected to result, to an extent which is material in the
context of the Try Group taken as a whole, in:

(i)     any such arrangement, agreement, licence or instrument being
terminated or materially or adversely modified or affected or any ongoing
obligation of an adverse nature or material liability arising or any action
being taken or arising thereunder;

(ii)     the rights, liabilities, obligations or interest of any member of
the Wider Try Group under any such arrangement, agreement, licence or
instrument or the interest or business of any member of the Wider Try Group
in or with any other firm or company or body or person (or any arrangement or
arrangements relating to any such business or interests) being terminated,
modified or adversely affected;

(iii)     any asset or interest of any member of the Wider Try Group being
liable to be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged by such
member of the Wider Try Group otherwise than in the ordinary course of
business;

(iv)     the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any member of the Wider Try Group;

(v)     any moneys borrowed by or any other indebtedness, actual or
contingent, of, any member of the Wider Try Group being or becoming
repayable, or capable of being declared repayable, immediately or prior to
its or their stated maturity, or the ability of any such member to borrow
moneys or incur any indebtedness being withdrawn or being capable of being
withdrawn;

(vi)     the financial or trading position of any member of the Wider Try
Group being prejudiced or adversely affected;

(vii)     any member of the Wider Try Group ceasing to be able to carry on
business under any name under which it presently does so;

(viii)     and no event having occurred since 22 August 2000 and prior to the
date on which the Offer otherwise becomes unconditional in all respects
which, under any provision of any arrangement, agreement, licence, permit or
other instrument to which any member of the wider Try Group is a party or by
which any such member or any of its assets may be bound, entitled or be
subject, could result in any of the events or circumstances as are referred
to in sub-paragraphs 1(g)(i) to 1(g)(vii) of this paragraph 1(g) in any case
where such result would be material in the context of the Try Group taken as
a whole;

(h)      except to the extent announced publicly by Try (by the delivery of
an announcement to the Company Announcements Office of the London Stock
Exchange) prior to 22 August 2000 since 31 December 1999 Try having not:

(i)     issued or agreed to issue or authorised or proposed the issue of
additional shares of any class or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or
convertible securities (save as between Try and wholly-owned subsidiaries of
Try and save for the issue of Try Shares on the exercise of options granted
under the Try Share Option Scheme before 22 August 2000) or redeemed,
purchased or reduced any part of its share capital, in the case of a company
other than Try if material in the context of the Try Group taken as a whole;

(ii)     save for intra-Try Group transactions, merged with or demerged any
body corporate, acquired or disposed of, or transferred, mortgaged or charged
or created any security interest over any material asset or (save in the
ordinary course of business) any right, title or interest in any material
asset (including shares and trade investments) or authorised, proposed or
announced any intention to propose any merger, demerger, acquisition,
disposal, transfer, mortgage, charge or security interest (save in the
ordinary course of business) which in any case is material in the context of
the Try Group taken as a whole;

(iii)     save for intra-Try Group business, made or authorised or proposed
or announced an intention to propose any change in its loan capital;

(iv)      entered into or varied, or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a
long-term or unusual or onerous nature or magnitude, or which involves or
might reasonably be expected to involve an obligation of such nature or
magnitude, or which is other than in the ordinary course of business, in each
case which is material in the context of the Try Group taken as a whole;

(v)     issued, authorised or proposed the issue of any debenture or (save
for intra-Try Group transactions and/or in the ordinary course of business)
incurred or increased any indebtedness or contingent liability which is
material in the context of the Try Group taken as a whole;

(vi)     other than the interim dividend declared on 22 August 2000,
recommended, declared, paid or made, or proposed the recommendation,
declaration, paying or making of, any dividend, bonus or other distribution,
other than to another member of the Try Group;

(vii)     purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or
reduced or made any other change to any part of its share capital;

(viii)     entered into, or materially changed or made any offer (which
remains open for acceptance) to enter into or materially vary the terms of
any contract with any director of Try;

(ix)     waived or compromised any claim which is material in the context of
the Try Group taken as a whole;

(x)     made any amendment to its memorandum or articles of association;

(xi)     entered into any contract, reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement which is material in the
context of the Try Group or which places material restrictions on the
business of any member of the Try Group or the Wider Try Group; or

(xii)     entered into any contract, commitment, agreement or arrangement or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to effect any of the transactions,
matters or events referred to in this condition which is material in the
context of the Try Group taken as a whole;

(i)          since 31 December 1999 in respect of the Try Group and except as
announced publicly by Try (by the delivery of an announcement to the Company
Announcements Office of the London Stock Exchange) prior to 22 August 2000:

(i)     there having been no receiver, administrative receiver or other
encumbrance appointed over any of the assets of any member of the Try Group
or any analogous proceedings or steps having taken place under the laws of
any jurisdiction and there having been no petition presented for the
administration of any member of the Try Group or any equivalent proceedings
or steps taken under the laws of any other jurisdiction;

(ii)     there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits of the Try Group
taken as a whole;

(iii)     no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Try Group or to which any
member of the Try Group is or may reasonably be expected to become a party
(whether as plaintiff or defendant or otherwise), and no investigation by any
relevant authority against or in respect of any member of the Try Group
having been threatened, announced or instituted or remaining outstanding by,
against or in respect of any member of the Try Group; or

(iv)     no contingent or other liability having arisen or become apparent to
Galliford which would or might be likely to materially adversely affect any
member of the Try Group;

               and which in any case is material in the context of the Try
Group taken as a whole;

(j)          Galliford not having discovered prior to the date on which the
Offer becomes otherwise unconditional in all respects:

(i)     that any financial, business or other information disclosed at any
time by or on behalf of any member of the Try Group is materially misleading,
contains a misrepresentation of fact which is material in the context of the
Offer or omits to state a fact necessary to make the information contained
therein not misleading to an extent which is so material and in each case has
not been subsequently corrected prior to 22 August 2000; or

(ii)     that any partnership, company or other entity in which any member of
the Try Group has a significant economic interest and which is not a
subsidiary undertaking of Try is subject to any liability, contingent or
otherwise, which is not disclosed in the Annual Report and Accounts of Try
for the financial year ended 31 December 1999, and which is material in the
context of the Try Group taken as a whole;

(k)     Galliford not having discovered:

(i)     that any past or present member of the Try Group has not complied
with all applicable legislation or regulations of any jurisdiction with
regard to the disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health, or otherwise relating to environmental matters, or that there
has otherwise been any such disposal, discharge, spillage, leak or emission
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations and wherever the same may have taken place)
which, in any such case, would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the Try Group,
being a liability which is material in the context of the Try Group taken as
a whole; or

(ii)     that there is, or is likely to be, any liability (whether actual or
contingent) (being a liability which is material in the context of the Try
Group taken as a whole) to make good, repair, reinstate or clean up any
property now or previously owned, occupied or made use of by any past or
present member of the Wider Try Group under any environmental legislation,
regulation, notice, circular or order of any relevant authority or otherwise.
For the purposes of these conditions: (a) 'relevant authority' means any
central bank, government, government department or governmental,
quasi-governmental, supranational, statutory regulatory body, court, stock
exchange, trade agency, association, institution or professional,
investigative or environmental body in any jurisdiction; (b) a relevant
authority shall be regarded as having 'intervened' if it has instituted,
implemented or threatened to take any action, proceedings, suit,
investigation or enquiry, or made, enacted or proposed any statute,
regulation, decision or order and 'intervene' shall be construed accordingly;
and (c) 'authorisations' means authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, permissions and approvals.

2.          Galliford reserves the right to waive all or any of the above
conditions, in whole or in part, other than conditions 1(a) to 1(c)
(inclusive).

3.          Conditions 1(b) to 1(k) (inclusive) must be fulfilled or waived
on or before midnight on the day which is the later of 21 days after the
first closing date of the Offer and the date on which the Offer becomes or is
declared unconditional as to acceptances (or such later date as the Panel may
agree) failing which the Offer will lapse. In such a case, the Offer will
cease to be capable of further acceptance and Galliford, KPMG Corporate
Finance and Try Shareholders shall thereupon cease to be bound by prior
acceptances. Galliford shall be under no obligation to waive or treat as
satisfied any of the conditions 1(b) to 1(k) inclusive by a date earlier than
the latest date specified above for the satisfaction thereof notwithstanding
that the other conditions of the Offer may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions which have not been waived may not be
capable of fulfilment.

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

APPENDIX II 

FINANCIAL EFFECTS OF ACCEPTANCE 

The following tables show, for illustrative purposes only and on the basis
and assumptions set out in the notes below, the financial effects of
acceptance of the Offer on capital value and gross income for a holder of 100
Try Shares, if the Offer becomes or is declared unconditional in all respects.

A. Increase in capital value under the terms of the Offer 

                                                                      
                                                       Notes   Capital
                                                                 Value
                                                                   (£)
          Market value of 150 New Galliford Shares       (i)     36.75
          Less market value of 100 Try Shares           (ii)     28.00
                                                                      
          Increase in capital value                               8.75
                                                                      
          Representing an increase of approximately              31.3%
                                                                      
B. Increase in gross income under the terms of the Offer 

                                                                           
                                                             Notes    Gross
                                                                     Income
                                                                        (£)
      Gross dividend income from 150 New Galliford Shares    (iii)     2.16
      Less gross dividend income from 100 Try Shares          (iv)     1.33
                                                                           
      Increase in income                                               0.83
                                                                           
      Representing an increase of approximately                       62.5%
                                                                           
 
Notes: 
 
     Based on the closing middle market price of a Galliford Share on 21
August 2000 (the last business day prior to publication of this Announcement)
of 24.5p. 

     Based on the closing middle market price of a Try Share on 21 August
2000 (the last business day prior to publication of this Announcement) of
28.0p. 

     The gross dividend income from a New Galliford Share is based on the
aggregate of the interim dividend of 0.5p (net) for the six month period to
31 December 1999 and the recommended final dividend for the year ended 30
June 2000 of 0.8p (net), together with an associated tax credit of 10/90ths
of such aggregate total dividend. 

     The gross dividend income from a Try Share is based on the aggregate of
the final dividend for the year ended 31 December 1999 of 0.75p (net), and
the interim dividend of 0.45p (net) for the six month period to 30 June 2000,
together with an associated tax credit of 10/90ths of such aggregate total
dividend. 

     Except as stated in (iii) and (iv) above, no account has been taken of
any potential liability to taxation.  

APPENDIX III 
 
DEFINITIONS 
 
The following definitions apply throughout the Announcement unless the
context requires otherwise:

                                                                              
  'Act'                                 the Companies Act 1985 (as amended)   
  'Admission'                           admission of the New Galliford Shares 
                                        to the Official List becoming         
                                        effective in accordance with the      
                                        Listing Rules                         
  'Announcement'                        this joint press release issued today 
                                        on the Regulatory News Service by the 
                                        boards of Galliford and Try           
  'Australia'                           the Commonwealth of Australia, its    
                                        states, territories and possessions   
  'Canada'                              Canada, its provinces and territories 
  'Circular'                            the Circular dated 22 August 2000     
                                        addressed to Galliford Shareholders   
                                        in connection with the Merger and     
                                        containing notice of the EGM          
  'City Code' or 'Code'                 the City Code on Takeovers and Mergers
  'CREST'                               the relevant system (as defined in    
                                        the Regulations) in respect of which  
                                        CRESTCo is the Operator (as defined   
                                        in the Regulations)                   
  'CRESTCo'                             CRESTCo Limited                       
  'CREST Member'                        a person who has been admitted by     
                                        CRESTCo as a system-member (as        
                                        defined in the Regulations)           
  'CREST Participant'                   a person who is in relation to CREST  
                                        a system-participant (as defined in   
                                        the Regulations)                      
  'CREST Sponsor'                       a CREST Participant admitted to CREST 
                                        as a CREST Sponsor                    
  'CREST Sponsored Member'              a CREST Member admitted to CREST as a 
                                        Sponsored Member                      
  'Enlarged Group'                      the Galliford Group as enlarged by    
                                        the Merger                            
  'Enlarged Issued Share Capital'       the existing issued ordinary share    
                                        capital of Galliford as enlarged by   
                                        the Offer assuming (i) full           
                                        acceptance of the Offer, (ii) no      
                                        further issue of shares by Galliford  
                                        and Try (iii) no exercise of options  
                                        over shares in either Galliford or    
                                        Try and (iv) no vesting of awards     
                                        over shares in either Galliford or Try
  'Escrow Agent'                        Lloyds TSB Registrars, in its         
                                        capacity as Escrow Agent as defined   
                                        in the CREST Manual dated May 1996    
  'Extraordinary General Meeting' or    the extraordinary general meeting of  
  'EGM'                                 Galliford, notice of which is set out 
                                        at the end of the Circular, or any    
                                        adjournment thereof                   
  'Form of Acceptance'                  the form of acceptance and authority  
                                        relating to the Offer                 
  'Galliford'                           Galliford plc                         
  'Galliford Directors'                 the directors of Galliford            
  'Galliford Group'                     Galliford and its existing subsidiary 
                                        undertakings                          
  'Galliford Shareholders'              holders of Galliford Shares           
  'Galliford Shares'                    ordinary shares of 5p each in the     
                                        capital of Galliford                  
  'Galliford Share Option Schemes'      the Galliford Executive Share Option  
                                        Scheme, the Galliford No.2 Executive  
                                        Share Option Scheme, the Galliford    
                                        Savings Related Share Option Scheme,  
                                        the Galliford No.2 Savings Related    
                                        Share Option Scheme and the Galliford 
                                        Restricted Share Plan                 
  'Galliford Try'                       Galliford Try plc                     
  'Japan'                               Japan, its cities, territories and    
                                        possessions                           
  'Lazard'                              Lazard Brothers & Co., Limited        
  'Listing'                             admission of the New Galliford Shares 
                                        to the Official List                  
  'Listing Particulars'                 the listing particulars dated 22      
                                        August 2000 relating to the New       
                                        Galliford Shares proposed to be       
                                        issued in connection with the Offer   
  'Listing Rules'                       the rules made by the UK Listing      
                                        Authority under Section 142 of the    
                                        Financial Services Act 1986           
  'Lloyds TSB Registrars'               Lloyds TSB Registrars, The Causeway,  
                                        Worthing, West Sussex BN99 6DA        
  'London Stock Exchange'               London Stock Exchange PLC             
  'Member Account ID'                   the identification code or number     
                                        attached to any member account in     
                                        CREST                                 
  'Merger'                              the proposed merger of Galliford and  
                                        Try, to be effected by means of the   
                                        Offer                                 
  'New Galliford Directors' or          the directors of Try who will be      
  'Proposed Directors'                  appointed to the board of Galliford   
                                        Try upon the Offer becoming           
                                        unconditional                         
  'New Galliford Shares'                up to 105,737,343 Galliford Shares    
                                        proposed to be issued pursuant to the 
                                        Offer                                 
  'Offer Document'                      the offer document dated 22 August    
                                        2000 to be addressed to Try           
                                        Shareholders in connection with the   
                                        Offer                                 
  'Official List'                       the official list of the UK Listing   
                                        Authority                             
  'Offer'                               the recommended offer being made by   
                                        KPMG Corporate Finance on behalf of   
                                        Galliford to acquire the entire       
                                        issued and to be issued Try Shares on 
                                        the terms and subject to the          
                                        conditions set out in the Offer       
                                        Document and in the Form of           
                                        Acceptance and including where the    
                                        context so permits any subsequent     
                                        revision, variation, extension or     
                                        renewal of such offer                 
  'Panel'                               the Panel on Takeovers and Mergers    
  'Participant ID'                      the identification code or membership 
                                        number used in CREST to identify a    
                                        particular CREST Member or other      
                                        CREST Participant                     
  'Regulations'                         the Uncertificated Securities         
                                        Regulations 1995 (SI 1995             
                                        No 95/3272)                           
  'Resolutions'                         the resolutions to be proposed at the 
                                        EGM                                   
  'TFE Instruction'                     a transfer to escrow instruction (as  
                                        defined by the CREST Manual issued by 
                                        CRESTCo)                              
  'TTE Instruction'                     transfer to escrow instruction (as    
                                        defined by the CREST Manual issued by 
                                        CRESTCo)                              
  'Try'                                 Try Group PLC                         
  'Try Directors'                       the directors of Try                  
  'Try Group'                           Try and its existing subsidiary       
                                        undertakings                          
  'Try Restricted Share Scheme'         the Try restricted share scheme       
  'Try Shares'                          ordinary shares of 10p each in the    
                                        capital of Try                        
  'Try Shareholders'                    holders of Try Shares                 
  'Try Share Option Scheme'             the Try executive share option scheme 
  'United Kingdom' or 'UK'              the United Kingdom of Great Britain   
                                        and Northern Ireland                  
  'UK Listing Authority'                the Financial Services Authority as   
                                        the competent authority for listing   
                                        in the United Kingdom under Part IV   
                                        of the Financial Services Act 1986    
  'Uncertificated' or 'Uncertificated   recorded on the relevant register of  
  Form'                                 the share or security concerned, as   
                                        being held in uncertificated form and 
                                        title to which, by virtue of the      
                                        Regulations, may be transferred by    
                                        means of CREST                        
  'United States'                       the United States of America, its     
                                        territories and possessions, any      
                                        state of the United States of America 
                                        and the District of Columbia and all  
                                        other areas subject to its            
                                        jurisdiction                          
 
 
 
 
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(1) The foregoing statement should not be interpreted as meaning that the
future adjusted earnings per share of the Enlarged Group will necessarily
match or exceed the historic published earnings per share of Galliford or
Try.