Hill & Smith Hldgs PLC 03 February 2006 Proposed acquisition of Metnor Galvanizing The boards of Hill & Smith Holdings PLC ("Hill & Smith") and Metnor Group PLC ("Metnor") are pleased to announce that they have today signed non-binding Heads of Agreement for the acquisition by Hill & Smith of the galvanizing business of Metnor ("Metnor Galvanizing"). The Heads of Agreement include an indicative offer of £10.0 million in cash for the galvanizing business and associated property, plant and equipment.

The indicative offer is subject to a number of conditions including due diligence and the transaction is subject to prior regulatory approval. Metnor Galvanizing, which is based in Chesterfield, provides galvanizing and related services to the construction industry. A further announcement will be made when appropriate.