Acquisition

Wolseley PLC
24 April 2003

                                  NEWS RELEASE



                 Wolseley announces the proposed acquisition of

            Pinault Bois & Materiaux for €565 million (£390 million)



Offer for PBM


Wolseley plc announced today that one of its wholly owned subsidiaries has made
an offer, conditional upon approval of the appropriate competition authorities,
for Pinault Bois & Materiaux ('PBM') for a cash consideration of €565 million
(£390 million), including net debt acquired.  The offer, which is recommended by
PBM's parent company, Pinault-Printemps-Redoute, is to be submitted to PBM's
workers' councils by 30 April 2003. The acquisition will be financed from
Wolseley's existing resources.





The PBM business



PBM is the second largest heavyside distributor in France with a market share of
just over 8% on a national basis.  Approximately 85% of PBM's business relates
to the distribution of building materials and 15% to the importation and
distribution of timber.  For the year ended 31 December 2002, PBM reported sales
of €1.3 billion (£897 million) and operating profit, before goodwill
amortisation, of €72.3 million (£49.9 million).  Net assets, excluding debt, at
that date were  €349.7 million (£241.1 million).  It operates from approximately
300 locations in France, including 22 timber import and processing units and has
approximately 5,300 employees.





Management



Wolseley will appoint Jacques-Regis Descours, to have overall responsibility for
the PBM business, in addition to his existing responsibility as Chief Executive
of Brossette, Wolseley's existing French business.  The key operational
management of PBM will stay with the business and join the Wolseley group.



Acquisition strategy



The acquisition of PBM is in line with Wolseley's strategy of wider expansion of
its continental European operations into heavyside, spares and industrial
commercial markets, based on the success of the UK model.  France is the second
largest construction market in Europe with an estimated annual construction
spend of €147 billion compared to the estimated UK spend of €125 billion.



Acquisition benefits



Wolseley believes that there will be significant opportunities for creating
synergies between PBM and Brossette, which is the leading lightside distributor
in France, as well as between PBM and Wolseley's other building materials
businesses in the UK and the USA.  Growth in the PBM business will be achieved
by a combination of organic growth and acquisitions, particularly in the south
eastern part of France where PBM is not well represented.  Benefits are expected
to be generated from diversification by product, by customer and by geography
and from the use in both PBM and Brossette of the 'branch within a branch'
concept which has been so successful in the UK.



Under the 'branch within a branch' concept in the UK, additional sales have been
generated at low incremental cost from existing floor space by the installation
of trade counters from one business stream into another; for example, a Hire
Center counter into a Builder Center or an HRPC spares counter into a Plumb
Center.  This concept facilitates cross selling a wider product range to
existing customers and helps attract new customers for the existing business
stream.



Additional benefits are expected in PBM from the introduction of increased
marketing focus adopted in the UK heavyside business which has enabled Builder
Center to significantly improve both its gross and net margins over the last few
years through expansion of the customer base and product range together with
improved purchasing leverage.





Financial effects of acquisition



The PBM acquisition will be earnings enhancing from the outset.  One off
acquisition integration costs of €5m are expected to be incurred.



The return on capital on PBM in the first full year of trading is expected to be
in excess of Wolseley's current weighted average cost of capital.  Within three
years, the return is expected to be in excess of the return of 16.7% achieved by
the Wolseley group for the year ended 31 July 2002.



Wolseley's financial position remains strong.  The acquisition of PBM represents
only 18 months free cash flow based on free cash flow for the year ended 31 July
2002 of £248 million.  The acquisition of PBM will take Wolseley's gearing to
approximately 56% with pro-forma interest cover (after goodwill amortisation) in
excess of 11 times.



This will be Wolseley's 16th acquisition this year, taking total acquisition
spend in the current financial year to £462m.



The segmental split of this acquisition spend will be as follows:


                   Division                          No. of Acquisitions            Spend £ million
European Distribution                                         9                           411
US Building Materials Distribution                            2                           34
North American Plumbing & Heating Distribution                5                           17
TOTAL                                                         16                          462





Charles Banks, Group Chief Executive of Wolseley said:



'We are delighted to announce this offer which is in line with our strategy to
expand our operations in continental Europe.  It would be a substantial
acquisition for Wolseley and would add significant weight to our European
presence.  We believe that PBM will complement our existing French operations
and provides an opportunity to create synergies as well as a platform for
further organic growth.



We look forward to welcoming the PBM management and employees into the Wolseley
group and to driving the business forward together.'



Note: An exchange rate of £1 = €1.45 has been used throughout this announcement.





Contacts
Wolseley plc
Steve Webster, Group Finance Director                    Tel: + 44 118 929 8700



Brunswick
Sophie Fitton   (London)                                 Tel: + 44 20 7404 5959
Andrew Fenwick (London)                                  Tel: + 44 20 7404 5959
Caroline Roberts-West (Paris)                            Tel: + 33 1 5396 8385

___________________________________________________________________________



 Details of Analysts' Conference Call



There will be an analyst conference call today at 11.30 am (BST):
Dial in number:                        [phone]
Chairperson:                           Charlie Banks


The call will be recorded and available for playback for 24 hours from 1.30 pm
today, on the following numbers:


Replay dial-in number:            [phone]
Replay access code:              896946#



______________________________________________________________



Advisors



Wolseley has been advised by UBS Warburg on this transaction.

______________________________________________________________



Notes to Editors



Wolseley is the world's largest distributor of plumbing and heating equipment
and a market leading distributor of building materials in the UK and USA to
professional contractors.  Group sales for the year ended 31 July 2002 were
approximately £8 billion and operating profit, before goodwill, was £464
million.



In the UK, Wolseley Centers is the leading plumbing and heating distributor with
nearly 1,300 locations.  It is also a leading distributor of heavyside building
materials in the UK.  In the year to 31 July 2002, it reported sales of £1.7
billion, an increase of 8.7% on the prior year.  It has approximately 9,700
employees.  It trades through four divisions, which are shown below with the
principal brand names:



Division                      Brand names



Lightside                    Plumb Center, Drainage Center, Broughton Crangrove, 
                             Heatmerchants, Just Bathrooms

Heavyside                    Builder Center, Hire Center, Timber Center
Commercial and Industrial    Pipeline Center, Controls Center, NRS, Capper Plastics
Spares                       HRPC, Wash-Vac Services, Hastings Catering, Unifix



In France, Brossette is the only national distributor of plumbing and heating
equipment and is the market leader with over 406 locations.  In the year to 31
July 2002 it reported sales of €875 million (£603 million).  It has
approximately 3,300 employees.


                      This information is provided by RNS
            The company news service from the London Stock Exchange