Offers Wholly Unconditional

Grafton Group PLC
07 January 2005



7 January 2005


 Not for release, publication or distribution, in whole or in part, in, into or
       from Australia, Canada, Japan, South Africa or the United States.


Recommended Offers by AIB Corporate Finance on behalf of Grafton Group Holdings
 Limited (a wholly-owned subsidiary of Grafton Group plc) for Heiton Group plc


                Offers declared unconditional in all respects

The Board of Grafton Group Holdings announces that all of the conditions of the
Offers made by AIB Corporate Finance on behalf of Grafton Group Holdings in the
Offer Document dated 9 September 2004 have now either been satisfied or waived.
Accordingly, the Offers are declared unconditional in all respects.

Commenting on the Offers, Mr Michael Chadwick, Chairman of Grafton Group plc
said:

'Heiton Group is an excellent strategic fit with Grafton's Irish and UK
operations.  We see opportunities for scale benefits from two geographically
complementary businesses, for enhancing our product range and for serving
customers.  We intend to build on the respective strengths of both companies and
plan to retain the identity of the trading operations in an integrated national
network.  The acquisition will create an Irish builders merchants and DIY group
of scale with the ability to compete against major operators in both Irish and
international markets.'

The Board of Grafton Group Holdings also announces that by 3.00 p.m. on 6
January 2005, valid acceptances had been received in respect of 46,124,451
Heiton Ordinary Shares, representing approximately 92.12 per cent of the
existing issued ordinary share capital of Heiton.

The Offers will remain open until further notice.  Heiton Shareholders who have
not yet accepted the Offers are urged to do so without delay.

Mix and Match Elections

As at 3.00 p.m. on 6 January 2005, under the Mix and Match Facility valid
elections for additional New Grafton Units had been made in respect of
39,152,468 Heiton Ordinary Shares, (representing approximately 78.20 per cent of
the issued share capital of Heiton), and valid elections for additional cash had
been made in respect of 1,563,595 Heiton Ordinary Shares (representing
approximately 3.12 per cent of the issued share capital of Heiton).  Valid
elections already received for additional cash will be satisfied in full. 
Elections already received for additional New Grafton Units will be scaled down
on a pro rata basis. The Mix and Match Facility will remain open until further
notice.

Settlement of consideration

The consideration payable to Heiton Shareholders will be despatched (in the
manner set out in the Offer Document) by 21 January 2005 in the case of valid
acceptances received by 3.00 p.m. on 6 January 2005.  In the case of valid
acceptances received after 3.00 p.m. on 6 January 2005, consideration will be
despatched to accepting Heiton Shareholders within 14 days of such receipt.  It
is expected that the New Grafton Units will begin trading on the Irish Stock
Exchange and the London Stock Exchange no later than 8.00 a.m. on 12 January
2005.

The Preference Share Offer

Grafton Group Holdings also announces that as at 3.00 p.m. on 6 January 2005,
valid acceptances had been received in respect of 70,995 Heiton Preference
Shares, representing approximately 64.00 per cent of the existing issued
preference share capital of Heiton.

Appointment to the Board of Grafton Group

Leo Martin has now been appointed to the board of Grafton.

Compulsory acquisition and de-listing

Grafton Group Holdings intends to exercise its rights under the provisions of
Section 204 of the Companies Act 1963 to acquire compulsorily all outstanding
Heiton Ordinary Shares not acquired or agreed to be acquired pursuant to the
Ordinary Share Offer. The consideration payable in respect of any Heiton
Ordinary Shares compulsorily acquired will be paid to Heiton in accordance with
Section 204 (5) of the Companies Act 1963 and will thereafter be available to
the holders of Heiton Ordinary Shares so acquired compulsorily.

In addition, Grafton Group Holdings intends, subject to any applicable
requirements of the Irish Stock Exchange, the UK Listing Authority and the
London Stock Exchange respectively, to procure the cancellation of the listing
of Heiton Ordinary Shares and the Heiton Preference Shares on the Official Lists
of the Irish Stock Exchange and the UK Listing Authority, and for cancellation
of trading of Heiton Ordinary Shares on the Irish Stock Exchange and on the
London Stock Exchange.  It is expected that such cancellations will take effect
no earlier than 20 Business Days from today being 7 January 2005.

Further Information

Prior to the Offer Period, Weeksbury Limited held 14,397,489 Heiton Ordinary
Shares, representing approximately 28.76 per cent of the existing issued
ordinary share capital of Heiton.

Prior to the Offer Period, Fergus Malone and Norman D. Kilroy held 10,000 and
5,000 Heiton Ordinary Shares respectively, representing approximately 0.03 per
cent of the existing issued ordinary share capital of Heiton.

Prior to the Offer Period, AIB Corporate Finance and persons controlling,
controlled by or under the same control as AIB Corporate Finance (except in any
such case in the capacity of an exempt market-maker or exempt fund manager) held
88,135 Heiton Ordinary Shares representing approximately 0.18 per cent of the
existing issued ordinary share capital of Heiton.

Valid acceptances of the Ordinary Share Offer have been received in respect of
14,451,894 of the above Heiton Ordinary Shares representing approximately 28.86
per cent of the existing issued ordinary share capital of Heiton.

Valid acceptances of the Ordinary Share Offer from the directors of Heiton have
been received in respect of 1,203,818 Heiton Ordinary Shares representing
approximately 2.40 per cent of the existing issued ordinary share capital of
Heiton. This represents acceptance in full of the Ordinary Share Offer by the
directors of Heiton in respect of their Heiton Ordinary Shares.

Save as referred to above, neither Grafton Group Holdings nor any persons acting
or deemed to be acting in concert at the relevant times ('persons acting in
concert') with Grafton Group Holdings held Heiton Ordinary Shares or rights in
respect thereof prior to the Offer Period and no Heiton Ordinary Shares or
rights in respect thereof have been acquired or agreed to be acquired or sold or
agreed to be sold by or on behalf of Grafton Group Holdings or persons acting in
concert with it during the Offer Period and no acceptances of the Ordinary Share
Offer have been received from such persons.

Terms defined in the Offer Document dated 9 September 2004 shall have the same
meaning in this announcement.  Grafton Group Holdings reserves all of its rights
under the Offers.


Enquiries:

For Grafton
Grafton Group plc:                              Telephone: [phone]
Michael Chadwick, Chairman
Colm O'Nuallain, Finance Director

AIB Corporate Finance:
Alan Doherty                                    Telephone: [phone]

Goodbody Stockbrokers:
Stephen Donovan                                 Telephone: [phone]
Linda Hickey

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

For Heiton
IBI Corporate Finance:                          Telephone: [phone]
Peter Crowley

Drury Communications:                           Telephone:  [phone]
Billy Murphy                                    Mobile:       [phone]


AIB Corporate Finance, which is authorised by the Irish Financial Services
Regulatory Authority, is acting exclusively for Grafton and Grafton Group
Holdings and no one else in connection with the Offers and will not be
responsible to anyone other than Grafton or Grafton Group Holdings for giving
the protections afforded to clients of AIB Corporate Finance or for giving
advice in relation to the Offers or the contents of this announcement.

IBI Corporate Finance Limited is a subsidiary of The Governor and Company of the
Bank of Ireland, which is regulated by the Irish Financial Services Regulatory
Authority and is acting exclusively for Heiton and no one else in connection
with the Offers and will not be responsible to anyone other than Heiton for
providing the protections afforded to clients of IBI Corporate Finance Limited
or for providing advice in relation to the Offers, the contents of this
announcement or any transaction or arrangement referred to herein.

The Offers are not being made, directly or indirectly, in, into or from
Australia, Canada, Japan, South Africa, the United States or any other
jurisdiction where it would be unlawful to do so, or by use of the mails, or by
any means or instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce, or any facility of a national
securities exchange of Australia, Canada, Japan, South Africa, the United States
or any other jurisdiction where it would be unlawful to do so and the Offers
will not be capable of acceptance by any such means, instrumentality or
facility, or from within Australia, Canada, Japan, South Africa, the United
States or any other jurisdiction where it would be unlawful to do so.
Accordingly, copies of the Offer Document, the Form(s) of Acceptance and any
related documents are not being and must not be mailed, or otherwise distributed
or sent in, into or from Australia, Canada, Japan, South Africa, the United
States or any other jurisdiction where it would be unlawful to do so and persons
receiving such documents (including, custodians, nominees and trustees) must not
distribute or send them in, into or from Australia, Canada, Japan, South Africa,
the United States or any other jurisdiction where it would be unlawful to do so,
as doing so may render invalid any purported acceptance of the Offers.
Notwithstanding the foregoing restrictions, Grafton Group Holdings reserves the
right to permit the Offer(s) to be accepted, if in its sole discretion, it is
satisfied that the transaction in question is exempt from or not subject to the
legislation or regulation giving rise to the restrictions in question.

The directors of Grafton and Grafton Group Holdings accept responsibility for
the information contained in this announcement. To the best of the knowledge and
belief of the directors of Grafton and Grafton Group Holdings (who have taken
all reasonable care to ensure that such is the case), the information contained
in this announcement for which they accept responsibility is in accordance with
the facts and does not omit anything likely to affect the import of such
information.



END
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