Final Results

Derwent Valley Holdings PLC
11 March 2003



                          DERWENT VALLEY HOLDINGS PLC

           Preliminary Results for the year ended 31st December 2002





Derwent Valley is a specialist investor and refurbisher of Central London
commercial property.



                                   HIGHLIGHTS


                                                                                           % Increase/
                                                              2002              2001        (decrease)

Adjusted net asset value per share (p)                         982              1020             (3.7)
Net rental income (£m)                                        41.9              43.0             (2.6)
Adjusted profit before tax (£m)                               17.4              17.9             (2.8)
FRS3 profit before tax (£m)                                   15.4              21.7            (29.0)
Adjusted earnings per share (p)                               25.5              27.7             (8.0)
Dividend per share (p)                                        10.4               9.3              11.2


•          The underlying increases in net rental income and adjusted pre tax
           profit, excluding the £2.3 surrender premium received in 2001, were 
           £1.2m (2.9%) and £1.8m (11.5%) respectively.

•          Dividend increased 11.2% to 10.40p per share.

•          Adjusted net asset value down to 982p per share.

•          Capital expenditure during 2002 was £35m with schemes completed at
           Tower House and 5 Southampton Street, Covent Garden, WC2 and The 
           Courtyard, Charing Cross Road, WC2.

•          Since the year end the group has:

           •   Acquired a portfolio of properties in Islington for £37.8 million;

           •   Sold 21 Grosvenor Place, SW1 for £32.2 million.

•         Bank facilities in excess of £150m available for future purchases.





John Ivey, Chairman, commented:



"Our core business is focused on the middle market of the West End and
surrounding areas which continued to prove relatively resilient.  The group
remains in excellent shape with future growth prospects being supported by
strong finances and a reversionary portfolio."


                                                                   11 March 2003



For further information, contact:


DERWENT VALLEY HOLDINGS PLC        Tel:  [phone] am
John Burns, Managing Director            020 7659 3000 pm
Derwent Valley Holdings plc
www.derwentvalley.co.uk

COLLEGE HILL                       Tel:  [phone]
Gareth David                       Email: [e-mail]
Celia de Rudder                    Email: [e-mail]



                              CHAIRMAN'S STATEMENT

Results



Market conditions during the second half of the year proved more difficult than
anticipated as business confidence was undermined further by increased economic
uncertainty.  This led to reduced occupational demand and falling rents in the
group's main operational area of Central London. Consequently, following 9 years
of uninterrupted growth, net asset value per share, adjusted for the effect of
FRS19 - Deferred Tax, declined 3.7% from 1020p at 31st December 2001 to 982p at
the year end.  Over this ten year period from 1993, the group's total return has
been 321% and, despite the slowdown in the current year, it remains in excellent
shape with future growth prospects being supported by strong finances and a
reversionary portfolio which contains a number of redevelopment and
refurbishment opportunities.



Profit before tax, excluding the results from the disposal of investments, was
£17.4 million, marginally down from the £17.9 million reported for 2001.  Last
year, the result included the net receipt of a surrender premium of £2.3 million
and, adjusting for this, profits increased by £1.8 million in 2002.  FRS3
profits, which include the results from the disposal of investments, decreased
to £15.4 million from £21.7 million in 2001.



Dividend



The directors propose a final dividend of 7.35p per share, which would give a
total for the year of 10.4p, an increase of 11.2% from that paid last year.  The
final dividend will be paid on 9th June 2003 to shareholders on the register on
16th May 2003.



Valuation overview



At the year end, the group's investment portfolio was revalued at £832 million,
a deficit of £29 million over the year, after adjusting for acquisitions and
disposals.  The scheme at Tower House, Covent Garden, WC2 was completed in the
period and showed a valuation surplus of £2.2 million.  The adjoining
development property at Southampton Street, WC2, which has been completed since
the year end, was included in development properties held at a cost of £24.7
million.  Investment properties that were held throughout the year fell in value
by 3.5% against an increase of 9.9% in the previous year.



The decline in the demand for space had a significant influence on the valuation
as lower estimated rents and longer void periods were attributed to space that
was either currently or imminently vacant.  Consequently, values of such
buildings fell.  Those with longer lease profiles generally maintained their
value as investment demand remained firm.



Overall, the group's West End properties, which represented 74% of the
portfolio, declined by 1.7% in the year.  Within this figure, the performance of
the individual London villages varied considerably.  The group's core business
is focused on the middle market of the West End and surrounding areas.  This is
characterised by rents between £30 and £50 per sq ft. (£320 and £540 per m2),
and continued to prove relatively resilient.  The group's holdings in
Paddington, Victoria and Soho/Covent Garden, where such rents prevail, make up
36% of the portfolio and made slight gains.  Those in the higher rental areas of
Belgravia and Mayfair, which constitute 18% of the portfolio, fell back.  Of the
remainder of the portfolio, those properties located in the City and its
borders, 26% of the portfolio, were hardest hit with values falling by 8.2%.
Much of this fall was attributable to the group's buildings at Hatton Garden,
EC1, where leases were coming to an end, and Shoreditch, E1, which was vacant.
However, both are potential major refurbishment schemes and, in the medium term,
should offer opportunities for substantial capital uplift.



Operations review



In what has been a quiet year for acquisitions and disposals, management has
concentrated on completing existing schemes and evaluating future projects so
that these can be undertaken swiftly once conditions improve.  However, the
search for profitable transactions arising from changes in economic and market
circumstances has continued.  Since the year end, we have identified and
acquired one such opportunity, a portfolio of investment properties from the
London Borough of Islington for £38 million.  This transaction brings to the
group under-managed properties with numerous lease management and marriage value
angles that will undoubtedly benefit from the hands-on approach in which we
specialise.  Our initial strategy will be to dispose of the smaller properties
and concentrate on those buildings with greater potential, a number of which are
located in the regeneration area of Kings Cross which we believe will become
another important London village.



The maintenance of the group's robust operating cash flow by continual and
diligent lease management was, as always, important.  Lettings with an
annualised income in excess of £4.9 million were achieved over the year, of
which £2.3 million was from space that was vacant a year ago.  In addition, an
annualised uplift of £1.2 million was achieved from rent reviews.



Although prevailing market conditions determined that some schemes should be
deferred and others reduced in scope, refurbishment and redevelopment remained a
significant part of the group's activities.  During the year, £35 million was
spent on schemes, including those at Tower House and Southampton Street, WC2,
Charing Cross Road, WC2, Oliver's Yard, EC2 and Greencoat House, SW1.  As a
result of the trimmed development programme, only £16 million is budgeted for
the current year.



Prospects



Despite a substantial increase in available space in Central London during the
year, planning regulations, particularly in the West End, are likely to restrict
the returns that can be achieved from new development.  We believe that existing
buildings, which are not fettered by the need to include residential space,
offer more expedient opportunities to enhance capital values.  A number of such
properties within the group's portfolio are being appraised for refurbishment
when market conditions improve.  However, until signs of such an improvement are
evident, our priorities are to complete the current schemes, minimise the level
of vacant space and manage our capital expenditure programme accordingly.



Although Central London office rents remain depressed there will be a turning
point as demand for space, especially in the West End, recovers.  Assets, as
described above, that have latent potential that can be exploited when sentiment
improves, are not easy to acquire.  The group is fortunate to own such
properties and to have the resources which enable enterprising and creative
management to ensure that the portfolio's full potential is realised.



Directors



Finally, the board looks forward to Robert Farnes, who recently retired as
Chairman of CB Hillier Parker, joining the board as a non-executive director on
1st April 2003.





                                                                    John C. Ivey



                                                                   11 March 2003





                                PROPERTY REVIEW



Introduction



The group has over 400 tenancies with an average lease length, after adjusting
for breaks, of 8 years.  The average lease length in the West End is 9.2 years
whilst in the City and its borders it is 4.8 years.  These levels characterise a
portfolio that can be actively managed.  Where properties have been refurbished
and re-let on longer leases, they are selectively sold and replaced with new
acquisitions.



The group has established a reputation for delivering well designed contemporary
offices.  By working closely with talented architects, innovative design
solutions are found and adaptable space provided, which suits the diverse
occupational requirements in Central London.  This approach, especially in these
more difficult letting markets, increases the likelihood of attracting tenants.



An important aspect of the business is the planning process and area
regeneration.  In order to assimilate the current regulations, Derwent Valley
works closely with The Westminster Property Owners' Association in ongoing
discussions with Westminster City Council's planning department.  In addition,
the group is represented on the board of the New West End Company where,
together with other major landlords, it seeks to preserve and enhance the
dynamics and reputation of the West End.



Portfolio management



The portfolio continues to be actively managed and during the year 41 rent
reviews, with a passing rental of approximately £3.8 million per annum, were
triggered.  Twenty three of these were settled by year end, increasing £1.8
million of annualised income to £3 million, an uplift of 67%.



Tenant demand is considerably lower than experienced for a number of years and,
as a consequence, vacancy rates in Central London increased over the year from
6.2% to 8.0% and in the West End from 5.0% to 6.1%.  Against this background it
was inevitable that lettings would be difficult.  However, 44 lettings were
concluded on 11,700m(2) of space and 19 lease renewals completed.



Whilst office demand was weak, the retail letting market remained buoyant.  The
letting of one unit at Tower House, WC2, to sports retailer Ellis Brigham
followed an earlier letting to Sainsbury's of the adjacent 5 Southampton Street,
whilst at the Courtyard, Charing Cross Road, WC2, two of the four new retail
units have been let.



As active property managers, the group will always have vacant space for both
letting and refurbishment.  At year end, there was 56,700m(2) vacant which
represents 22.4% of the portfolio's estimated rental value, compared to 15.2%
last year.  Of this, 23,100m(2) or 11.1% of the rental value was available for
letting.  This included the balance of recently completed schemes at Tower House
(3,400m(2)), the Courtyard (2,800m(2)) and 1 Oliver's Yard, EC2 (10,800m(2)).  A
further 33,600m(2) is under refurbishment or identified for potential
refurbishment, with Centric House, E1 (20,300m(2)) the principal element.
Whilst this is a substantial building in floor space terms, it only represents
about 3% of the investment portfolio's value.



Although rental values declined during the year, the portfolio still has a
significant reversionary element.  At year end, the contracted rental income of
the investment portfolio, after deduction of ground rents, was £44.8 million,
which has an estimated rental value of £70.1 million.  This is a potential £25.3
million uplift of which £15.7 million is from vacant space and £9.6 million from
rent reviews and lease reversions due over the next few years.



Refurbishment and development



Three principal refurbishment schemes were completed during the year, all in the
second half.  Firstly, in September, Tower House, the refurbishment element of
the group's Covent Garden scheme, was completed to provide 3,400m(2) of offices,
a 1,300m(2) retail unit and 300m(2) of residential space.  Both the retail and
residential have been let and the offices are available.  In October, the
Courtyard project was completed.  The 2,400m(2) of refurbished offices have been
given a new identity and the 800m(2) retail units, which front Charing Cross
Road, were redesigned.  Additional works are to be undertaken this year to
provide further retail space.  Finally, at 1 Oliver's Yard, following the lease
restructure in April with Globix, the sole occupier of this 17,400m(2) office
building, 11,000m(2) of space was brought back under the group's control.  The
property has been re-branded and fitted out at a cost of £6.8 million, funded
from the £11.3 million payment received from the tenant.



Since the year end, the redevelopment of 5 Southampton Street has been
completed.  A 1,100m(2) retail unit and 3,000m(2) of impressive offices have
been created behind a retained facade.



Centric House, which was acquired in 2001, is the group's largest holding by
floor area, and was income producing until June 2002.  This prominent building,
located on the northern edge of the City, offers long-term potential either
through extensive refurbishment or redevelopment.  In the interim, to reflect
the change in market conditions, an economic but innovative refurbishment is
being implemented to create workshop/office units which will be offered on
flexible lease terms.  The first phase of 5,900m(2) will be available shortly
with additional space refurbished upon demand.



At the group's 11,700m(2) office complex in Hatton Garden, EC1, rental income of
£2.4 million per annum expires in September this year.  The existing buildings
occupy an under utilised site and a planning decision is awaited for a major
refurbishment of the main building and the development of approximately 4,000m
(2) of new space in the existing courtyard.  A 3,000m(2) income producing
building, which will not be affected by the proposals, is included in this
holding.  Any decision to proceed with the scheme will be dependent on both the
planning outcome and the economic environment.  The earliest the space would be
available is late 2005.



Although the commencement of new schemes has slowed, the group continues to
appraise the long-term strategy for each building.  Planning studies are
underway on the group's two important Paddington holdings.  Both let, they are
located in strategic positions in this highly successful regeneration area and
have medium term redevelopment potential.  Early indications show that the
existing 16,100m(2) floor space can be increased substantially.



Acquisitions and disposals



Whilst the group remains acquisitive, suitable and interesting acquisitions are
still not easy to find.  The low interest rate environment continued to support
the investment market during the year, despite the downward movement of rental
levels.  Only two purchases were made in the year.  In April, 12 Roger Street,
WC1, a 1,660m(2) office building, which offers an opportunity to create
additional space, was acquired for £5.2million.  In August, 28-29 Dover Street,
W1 was acquired for £9.8 million.  Although not in the group's principal
operating area, this 1,400m(2) building is one of the few non-period buildings
in the vicinity and has medium term opportunities to enhance value through
refurbishment.



Following disposals in 2001 of £104.5 million, 2002 was a much quieter year,
with three properties sold realising £16.9 million.



                                                                     J. D. Burns



                                                                   11 March 2003



                                FINANCIAL REVIEW



Results



To understand the underlying trend in these results, the 2001 figures must be
adjusted for the surrender premium received that year in respect of Old Jewry,
EC2.  The effect of this, which was explained in last year's annual report, was
to increase gross rental income by £2.8 million and net rental income and
profits by £2.3 million.



Therefore, adjusting for this, profit before taxation, excluding the results
from the disposal of investments, rose £1.8 million from £15.6 million to £17.4
million.  On reduced disposal activity, investment profits were down from £4.6
million to £0.2 million.  This was turned into a loss of £2.0 million by a
provision for the permanent diminution in value of 21 Grosvenor Place, SW1
consequent upon its disposal in March 2003, despite the fact that the price
obtained exceeded the year end valuation.  This resulted in an underlying
reduction in FRS3 profit of £4.0 million to £15.4 million.



The increase in gross rental income of £2.4 million came from net lettings and
rent reviews, which added £1.4 million and £1.8 million respectively, and the
release of premiums, including part of that received in respect of Oliver's
Yard, of £1.3 million.  This was offset by rent foregone on void space of £1.9
million and a small reduction from the combined effect of acquisitions and
disposals.  Voids created an increased service charge liability for the group
which held back the increase in net rental income to £1.2 million.  Despite
higher average borrowings in 2002 than in the previous year, interest payable
was reduced by £0.8 million due to lower interest rates.  This reduction more
than compensated for the rise in non-utilisation fees that followed the increase
in committed bank facilities negotiated in 2001.



Net assets at 31st December 2002 were £512.0 million which gave a basic net
asset value per share of 963p.  However, the headline net asset value is
calculated by adding back to net assets the deferred tax, provided under FRS19,
that it is considered will not become payable.  This amounted to £10.2 million
and gave an adjusted net asset value of 982p per share.



Taxation



The total tax chargeable in 2002 was £4.5 million compared with £14.5 million in
the previous year.  The profit and loss account bore £3.9 million of this while
£0.6 million was passed through the statement of total recognised gains and
losses.  The lower tax charge in 2002 was due to the reduced capital gains tax
charge on investment property disposals.



In accordance with FRS19, the group has provided a further £1.4 million of
deferred tax, bringing this to £10.2 million at the end of 2002.  It remains the
belief that this is unlikely ever to be paid and that it is difficult to justify
making this provision which negates the benefit the group has generated in
claiming capital allowances to reduce its tax bill.  Capital allowances claimed
now total £65 million and a further £2.5 million of tax, and cash, was saved in
2002.



The group does not have to provide for the capital gains tax that it would have
to pay if its land and buildings were sold at their year end values.   This
amounts to £62.8 million (2001 : £74.3 million), equivalent to 118p per share
(2001 : 140p).



Cash flow and debt



The group's cash outflow in 2002 amounted to £25.8 million compared with an
inflow the previous year of £12.5 million.  The turnaround was due mainly to a
reduction in receipts from property disposals of £88 million, offset by reduced
expenditure on acquisitions of £41 million.  Capital expenditure was £35
million, close to the £39 million spent in 2001, so that net investment in 2002
of £34 million compared with a net divestment in 2001 of £9 million.  The
operating cash inflow was £14 million (2001 : £9 million) of which £5 million
was paid to shareholders as dividends.



The cash outflow increased the company's debt to £297 million at the year end
compared with £271 million the previous year.  Gearing rose from 51% to 58% at
the end of 2002 as a result of an increase in debt and a fall in the value of
net assets.  However, interest cover remained at last year's level of 1.96 which
demonstrates the strength of the group's profit and loss account.



Financing



During 2002, the opportunity was taken to renew one of the company's bank
facilities that was not due to expire until 2004.  This followed the pattern of
2001 with both an extension of the term of this debt and a reduction in the cost
of borrowing.  There are now no facilities due for renewal until 2006 and the
company's committed, unutilised facilities continue to exceed £150 million.
Since the year end, the company has concluded its first unsecured loan to
provide finance for the purchase of The Islington Estate.



Interest rate hedging



Interest rate hedging is used to protect the group from the risk of adverse
interest rate movements.  The policy of varying the total of fixed rate debt and
that fixed using derivatives within a range of 40% to 75% of borrowings,
depending on the perceived risk to the group, remains unchanged.  At the year
end, 52% of debt was either at fixed rates or hedged.  At the same date, the
weighted average cost of borrowing was 6.3%.  The fair value adjustment figure,
arising from the valuation of fixed rate debt and interest rate hedging
instruments as required by the relevant financial reporting standard, was a
negative £17.0 million (31st December 2001 : negative £12.5 million), equivalent
to a reduction of 22p per share after tax (31st December 2001 : 17p).  There is
no obligation or present intention to redeem the debenture or any of the hedging
instruments other than at normal maturity and therefore this amount is unlikely
to be realised.







                         GROUP PROFIT AND LOSS ACCOUNT

                                                                                    2002              2001
                                                                     Notes            £m                £m
Gross rental income
Group and share of joint ventures                                                   46.8              47.3
Less share of joint ventures                                                       (0.3)             (0.4)

Group gross rental income                                                           46.5              46.9
Property outgoings net of recoveries                                     3         (4.6)             (3.9)

Net revenue from properties                                                         41.9              43.0
Administrative costs                                                               (6.3)             (6.2)

Operating profit                                                                    35.6              36.8
Share of operating results of joint ventures                                         0.3               0.3
(Loss)/profit on disposal of investments                                 4         (2.0)               3.8

                                                                                    33.9              40.9
Interest receivable                                                                    -               0.1
Interest payable                                                         5        (18.5)            (19.3)

Profit on ordinary activities before taxation                                       15.4              21.7
Taxation on profit on ordinary activities                                6         (3.9)             (4.8)

Profit on ordinary activities after taxation                                        11.5              16.9
Dividend                                                                           (5.5)             (5.0)

Retained profit                                                         13           6.0              11.9

Adjusted earnings per share                                              7        25.50p            27.73p
Adjustment for disposal of investments                                           (3.82p)             3.95p

Basic earnings per share                                                 7        21.68p            31.68p
Adjustment for dilutive share options                                            (0.04p)           (0.07p)

Diluted earnings per share                                               7        21.64p            31.61p

Dividend per share                                                       8        10.40p             9.35p

Total return                                                             9        (2.7%)             16.4%






                              GROUP BALANCE SHEET

                                                                                     2002               2001
                                                                      Notes            £m                 £m
Fixed assets
Tangible assets                                                          10         832.7              834.1

Investments in joint ventures
Share of gross assets                                                                 3.1                3.1
Share of gross liabilities                                                          (2.9)              (2.9)

                                                                                      0.2                0.2

                                                                                    832.9              834.3

Current assets
Properties held for resale                                                            6.6                5.4
Debtors                                                                              14.1               10.0

                                                                                     20.7               15.4

Creditors falling due within one year
Bank loans and overdrafts                                                           (1.4)              (1.6)
Other current liabilities                                                          (32.0)             (35.4)

Net current liabilities                                                            (12.7)             (21.6)

Total assets less current liabilities                                               820.2              812.7
Creditors falling due after more than one year
Bank loans                                                                        (261.0)            (235.0)
10 1/8% First Mortgage Debenture Stock 2019                                        (34.4)             (34.4)
Accruals and deferred income                                                        (1.6)                  -

Provisions for liabilities and charges
Deferred tax                                                             11        (10.2)              (8.8)
Other provisions                                                         12         (1.0)              (0.8)

                                                                                    512.0              533.7

Capital and reserves - equity                                            13
Called up share capital                                                               2.6                2.6
Share premium account                                                               153.7              153.7
Revaluation reserve                                                                 262.9              294.0
Profit and loss account                                                              92.8               83.4

                                                                                    512.0              533.7

Net asset value per share                                                14          963p              1004p

Adjusted net asset value per share                                       14          982p              1020p

Gearing                                                                             58.0%              50.8%






                           GROUP CASH FLOW STATEMENT


                                                                                     2002              2001
                                                                      Notes            £m                £m
Net cash inflow from operating activities                                15          41.6              34.9
Net cash outflow from return on investments and
servicing of finance                                                               (18.1)            (19.7)

Corporation tax paid                                                                (9.8)             (6.5)
Net cash (outflow)/inflow from capital expenditure and
financial investment                                                               (34.3)               8.4
Equity dividends paid                                                               (5.2)             (4.6)

Cash (outflow)/inflow before management of liquid
resources and financing                                                            (25.8)              12.5

Financing
Net cash inflow/(outflow)from financing
Movement in bank loans                                                   16          26.0            (14.0)

Increase/(decrease) in cash in the year                                  16           0.2             (1.5)







              GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES


                                                                                           2002            2001
                                                                                             £m              £m
             Profit for financial year                                                     11.5            16.9
             Unrealised (deficit)/surplus on revaluation of
             investment properties                                                       (27.1)            69.2
             Taxation on realisation of property revaluation
             gains of previous years                                                      (0.6)           (9.7)

             Total recognised gains and losses relating to the year                      (16.2)            76.4







NOTES





1.         The results for the year ended 31st December 2002 include those for
the holding company and all of its subsidiary undertakings together with the
group's share of the results of its joint ventures.





2.         During the year, the group received £11.3 million, net of VAT, in
respect of the assignment of a lease.  Of this amount, £1.7 million has been
transferred to net rental income and £5.6 million transferred to investment
property in accordance with the group's accounting policy relating to reverse
premiums.  At the year end, £4.0 million of the amount received remains in other
creditors to be transferred in 2003.



3.   Property outgoings net of recoveries


                                                        2002              2001
                                                          £m                £m
Ground rents                                             1.1               1.4
Other property outgoings net of recoveries               3.5               2.5

                                                         4.6               3.9



4.  (Loss)/profit on disposal of investments


                                                        2002              2001
                                                         £m                £m
Investment properties
Disposals                                               16.9               73.3
Cost/valuation                                         (16.7)             (71.8)

Profit on disposal of investment properties              0.2                1.5
Permanent diminution in value of
investment properties                                   (2.2)              (0.8)

                                                        (2.0)               0.7

Subsidiary undertaking
Disposal                                                   -               31.2
Net assets on disposal                                     -              (28.1)

Profit on disposal of subsidiary undertaking               -                3.1

Total (loss)/profit on disposal of investments          (2.0)               3.8





Profit on the sale of investments is calculated by reference to the valuation at
the previous year end plus subsequent additions in the year.  The permanent
diminution in value in 2002 relates to a valuation deficit realised on the
disposal of an investment property in 2003.  The profit on disposal of the
subsidiary undertaking in 2001 relates to the sale of Broadwick House through
the disposal of Apexzone Limited.





5.      Interest payable


                                                            2002              2001
                                                              £m                £m
Group interest payable                                      18.2              19.0
Share of joint ventures' interest payable                    0.3               0.3
                                                            18.5              19.3






6.   Taxation on profit on ordinary activities
                                                            2002              2001
                                                              £m                £m
UK corporation tax on profit, adjusted for the
disposal of investments, at 30% (2001 - 30%)                 5.2               4.5
Capital allowances                                          (2.5)             (2.3)
Tax on disposal of investments                               0.6              11.4
Other reconciling items                                      0.1                 -

Corporation tax payable on current year's profit             3.4              13.6

Less amount allocated to the statement of
total recognised gains and losses                           (0.6)             (9.7)

Corporation tax charge in respect of current year's profit   2.8               3.9
Adjustments in respect of prior years' corporation tax      (0.3)             (0.2)

Corporation tax charge                                       2.5               3.7
Deferred tax charge                                          1.4               1.1

                                                             3.9               4.8

7.   Earnings per share

      Earnings per ordinary share have been computed on the basis of profit
after tax of £11,525,000 (2001 - £16,841,000) and the weighted average number of
ordinary shares in issue during the year of 53,158,000 (2001 - 53,157,000).

      An adjusted earnings per share has been calculated using a profit after
tax of £13,557,000 (2001 - £14,740,000).  This figure excludes the profit after
tax arising from the disposal of investments in order to show the recurring
element of the group's profit.

      The diluted earnings per share have been calculated based on a weighted
average number of shares of 53,268,000 (2001 - 53,285,000) which includes the
number of dilutive share options outstanding at the year end.



8.   Dividend
                                                                 2002       2001
                                                                   £m         £m
Ordinary shares of 5p each
Paid - interim dividend of 3.05p per share (2001 - 2.75p)         1.6        1.4
Proposed - final dividend of 7.35p per share (2001 - 6.60p)       3.9        3.6

                                                                  5.5        5.0

The final dividend will be payable on 9th June 2003 to those shareholders on the
register at the close of business on 16th May 2003.



9.   Total return

Total return is defined as the increase in adjusted net asset value per share
plus dividend per share expressed as a percentage of the adjusted net asset
value per share at the beginning of the year.






10.  Tangible assets
                                                    Freehold                             Other
                                                    land and        Leasehold            fixed
                                                   buildings         property           assets            Total
                                                          £m               £m               £m               £m
Cost or valuation:
At 1st January 2002                                    540.6            292.9              1.0            834.5
Additions                                               40.0              4.4              0.3             44.7
Disposals                                             (14.3)            (2.4)            (0.1)           (16.8)
Revaluation                                           (17.8)           (11.5)                -           (29.3)

At 31st December 2002                                  548.5            283.4              1.2            833.1


Amortisation and depreciation:
At 1st January 2002                                        -                -              0.4              0.4
Disposals                                                  -                -            (0.1)            (0.1)
Provision for year                                         -                -              0.1              0.1

At 31st December 2002                                      -                -              0.4              0.4


Net book value:
At 31st December 2002                                  548.5            283.4              0.8            832.7
At 31st December 2001                                  540.6            292.9              0.6            834.1


Assets stated at cost or valuation:
31st December 2002 valuation                           523.8            283.4                -            807.2
Prior years' valuation plus subsequent costs            24.7                -                -             24.7
Cost                                                       -                -              0.8              0.8

                                                       548.5            283.4              0.8            832.7


Short leasehold property with a value of £16.5 million (2001 - £16.7 million) is
included in leasehold property above.  Investment property in the course of
development with a carrying value of £24.7 million (2001 - £34.4 million) is
included in freehold land and buildings above.



The freehold land and buildings and leasehold property, other than those in the
course of development, were revalued by either Keith Cardale Groves (Commercial)
Limited or CB Hillier Parker Limited, chartered surveyors, at open market value
on 31st December 2002.  At 31st December 2002, the historical cost of the
freehold land and buildings and leasehold property owned by the group was £572.0
million (2001 - £540.6 million).






11. Deferred tax

                                                                      £m

At 1st January 2002                                                  8.8
Provided during the year                                             1.4

At 31st December 2002                                               10.2

The provision for deferred tax relates to timing differences on accelerated
capital allowances and other reversing timing differences.

A taxation liability of approximately £62.8 million (2001 - £74.3 million) would
arise on the disposal of land and buildings at the valuation shown in the
balance sheet.  This is equivalent to 118p per share (2001 - 140p).  In
accordance with FRS19, no provision has been made for this.

12. Other provisions


                                                                      £m

At 1st January 2002                                                  0.8
Released during the year                                            (0.2)
Provided during the year                                             0.4
                                                                 
At 31st December 2002                                                1.0

The provision relates to an onerous lease which expires in 2014 and reflects the
discounted present value of future net payments under that lease.

13.  Capital and reserves
                                                                 Share                               Profit
                                                 Share         premium         Revaluation         and loss
                                               capital         account             reserve          account
                                                    £m              £m                  £m               £m
At 1st January 2002                                2.6           153.7               294.0             83.4
Deficit on property revaluation                      -               -              (27.1)                -
Profit realised on disposal of                       -               -               (4.0)              4.0
investments
Tax attributable to profit realised on               -               -                   -            (0.6)
disposal of investments
Retained profit for year                             -               -                   -              6.0

At 31st December 2002                              2.6           153.7               262.9             92.8

14.  Net asset value per share

Net asset value per share has been calculated on the basis of net assets at 31st
December 2002 of £512,003,000 (2001 - £533,657,000) and the number of shares in
issue at 31st December 2002 of 53,161,000 (2001 - 53,157,000).

An adjusted net asset value per share figure has been calculated using net
assets of £522,138,000 (2001 - £542,415,000).  This figure excludes the deferred
tax provided in accordance with FRS19 on the basis that it is unlikely that this
liability will crystallise.



15.  Reconciliation of operating profit to net cash inflow from operating
activities
                                                              2002          2001
                                                                £m            £m
Operating profit                                              35.6          36.8
Depreciation charge                                            0.1           0.1
Increase in debtors                                           (4.1)         (0.2)
Increase/(decrease) in creditors                               4.8          (1.3)
Increase in properties held for resale                        (1.2)         (2.8)
Effect of other deferrals and accruals
on operating activity cash flow                                6.4           2.3

Net cash inflow from operating activities                     41.6          34.9

16.  Reconciliation of net cash flow to movement in net debt
                                                              2002          2001
                                                                £m            £m
(Increase)/decrease in cash in the year                       (0.2)          1.5
Cash inflow/(outflow) from movement
in bank loans                                                 26.0         (14.0)
Amortisation of discount and costs
on issue of debenture                                            -           0.1

Movement in net debt in the year                              25.8         (12.4)
Net debt at 1st January 2002                                 271.0         283.4

Net debt at 31st December 2002                               296.8         271.0

17.  Post balance sheet events

On the 3rd March 2003, the group purchased a portfolio of properties for a
consideration of £37.8 million and on 7th March 2003 sold a property for an
effective consideration of £32.2 million before costs.

18.  The announcement set out above, does not constitute a full financial
statement of the group's affairs for the year ended 31st December 2002.  The
auditors have reported on the full accounts for the said year and have
accompanied them with an unqualified report.  The accounts have yet to be
delivered to the Registrar of Companies.  The annual report and accounts will be
posted to shareholders on 9th April 2003, and the annual general meeting of the
company will be held on 14th May 2003.





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            The company news service from the London Stock Exchange