Result of Open Offer

Hill & Smith Hldgs PLC
04 October 2006


Results of Placing and Open Offer

On 12 September 2006, Hill & Smith Holdings PLC ('Hill & Smith' or the 
'Company') announced that it was raising £28.0 million by a Placing and Open 
Offer of 12,280,702 New Ordinary Shares at 228 pence per share.  On behalf of 
the Company, Arden Partners had placed firm with institutional and other 
investors 6,140,351 New Ordinary Shares and had also conditionally placed a 
further 6,140,351 New Ordinary Shares, subject to clawback to satisfy valid 
applications from Qualifying Shareholders under the Open Offer.

Qualifying Shareholders were invited to participate in the Open Offer and to 
apply for up to 6,140,351 of these New Ordinary Shares on the basis of one Open 
Offer Share for every 10.3 Existing Ordinary Shares held on the Record Date 
and so in proportion for any other number of Existing Ordinary Shares held.

The Directors are pleased to announce the results of the Open Offer, which 
closed at 11.00 am on 3 October 2006.

Valid applications have been received from Qualifying Shareholders in respect 
of 4,784,340 Open Offer Shares, representing approximately 78 per cent. of the 
Open Offer Shares.  This includes applications from the Directors in respect of 
49,911 Open Offer Shares.  The balance of 1,356,011 Open Offer Shares has been 
allocated to the institutional investors with whom they had been conditionally 
placed.

Application has been made for the New Ordinary Shares to be listed on the 
Official List of the UK Listing Authority and to be admitted to trading on the 
London Stock Exchange's main market for listed securities. Admission is expected 
to occur at 8.00 am on 16 October 2006, when dealings in the New Ordinary Shares 
are expected to begin.

The Placing and Open Offer is conditional upon the Placing Agreement having 
become unconditional in all respects.  The Placing Agreement is itself 
conditional inter alia upon (1) the passing of Resolutions to be proposed at an 
Extraordinary General Meeting of the Company on 11 October 2006, and (2) 
Admission having become effective by not later than 8.00 am on 16 October 2006.

Note: unless the context requires otherwise, defined terms in this announcement
have the same meaning as in the prospectus which was published on 12 September
2006.

Enquiries:

Hill & Smith Holdings PLC
David Grove, Group Chief Executive
Tel: [phone]
Mobile: [phone]

Arden Partners plc
Christopher Hardie
Tel: [phone]
Mobile: [phone]

End: 4 October 2006 


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